Latham Advises Cargo Therapeutics in Acquisition by Concentra Biosciences for US$4.379 in Cash Per Share Plus a Contingent Value Right via a Tender Offer

CARGO Therapeutics, Inc. (CARGO) (NASDAQ: CRGX), a biotechnology company that has focused on developing CAR T-cell therapies, has announced that it has entered into a definitive merger agreement with Concentra Biosciences, LLC (Concentra), whereby Concentra will acquire CARGO for US$4.379 in cash per share of CARGO common stock, par value US$0.001 per share, plus one non-transferable contingent value right, which represents the right to receive: (i) 100% of the closing net cash of CARGO in excess of US$217.5 million; and (ii) 80% of any net proceeds received within two years following closing from any disposition of certain of CARGO’s product candidates that occurs within two years following closing, each pursuant to a contingent value rights agreement. Pursuant and subject to the terms of the merger agreement, Concentra will commence a tender offer by July 21, 2025, to acquire all outstanding shares of CARGO common stock.

Latham & Watkins LLP represents CARGO in the transaction with a corporate team led by Bay Area partners Tessa Bernhardt, Benjamin Potter, and Joshua Dubofsky, with associates Ziyad Barghouthy, David Lee, and Diego Guimaraes-Blandon. Advice was also provided on healthcare regulatory/FDA matters by Washington, D.C. partner Christopher Schott, Bay Area partner Betty Pang, and Washington, D.C. counsel Chad Jennings; on life science licensing matters by Bay Area partner Christopher Hazuka, with associates Arun Mohan and Mizuna Sekine; on executive compensation and benefits matters by Bay Area partner James Metz, with associate Jennifer Lin; on data privacy matters by Bay Area partner Heather Deixler, with associate Zac Alpert; on tax matters by Bay Area partner Katharine Moir, with associate Seung Hyun Yang; on litigation matters by San Diego partner Colleen Smith and New York partner Marc Berger; on capital markets matters by Orange County/Bay Area partner Ross McAloon; and on real estate matters by San Diego partner Stephanie Fontanes.