Enzon and Viskase agree to merger

Enzon Pharmaceuticals, Inc. and Viskase Companies, Inc. have recently finalized a merger agreement that will result in a combined company where Enzon and Viskase stockholders will own approximately 15.9% and 84.1%, respectively. The merger, which will be completed through an all-stock transaction, is expected to create a new entity known as Viskase Holdings, Inc., with trading on the OTCQX tier of the OTC Market Group, Inc.

Timothy P. Feast, the current CEO of Viskase, will assume the role of Chief Executive Officer of Viskase Holdings. The merger has received unanimous approval from the independent directors and boards of both Enzon and Viskase. Details of the merger agreement outline the conversion of Viskase’s common stock into Enzon Common Stock and the cancellation of existing Viskase shares. Additionally, Enzon’s Series C Preferred Stock held by affiliates of Icahn Enterprises Holdings L.P. will be exchanged for Enzon Common Stock at a discount, while non-affiliates will exchange at the liquidation value based on the 20-day volume-weighted average price (VWAP) of Enzon Common Stock.

Upon completion of the merger, Enzon Common Stockholders will own approximately 2.06% of the combined company’s common stock, Series C Preferred Stockholders will own around 13.84%, and Viskase stockholders will hold an 84.1% stake. The final distribution is contingent upon various factors, including the number of shares of Series C Preferred Stock exchanged by non-affiliates of IEH and Enzon’s cash holdings at the merger’s closing.

Furthermore, a support agreement was established between IEH and Enzon and Viskase, ensuring written consents and the exchange of Series C Preferred Stock for Enzon Common Stock. Completion of the merger is subject to standard closing conditions, including stockholder approval and regulatory clearance.

Enzon Pharmaceuticals, Inc. functions as a public company acquisition vehicle, searching for opportunities in the acquisition marketplace, while Viskase Companies, Inc. focuses on the production of non-edible casings for processed meat products and related services, serving major consumer product companies globally. Viskase operates manufacturing facilities across North America, Europe, South America, and Asia, allowing it to distribute products to nearly one hundred countries.

It’s important to note that this communication does not constitute an offer to sell or buy securities, solicitation of approval, or sale of securities in jurisdictions where it would be unlawful. Any offer of securities will comply with the Securities Act of 1933. Investors and stockholders are advised to carefully review and consider all materials filed with the SEC by Enzon and Viskase regarding the merger. This includes the upcoming Registration Statement on Form S-4 containing financial information about the merged entity. It is crucial for stakeholders to thoroughly understand these documents before making any voting decisions related to the merger.