Duyuru • Mar 27
Viskase Companies, Inc. (OTCPK:VKSC) completed the acquisition of Enzon Pharmaceuticals, Inc. (OTCPK:ENZN) from a group of shareholders for $3.6 million.
Viskase Companies, Inc. (OTCPK:VKSC) entered into a definitive merger agreement to acquire Enzon Pharmaceuticals, Inc. (OTCPK:ENZN) from a group of shareholders on June 20, 2025. The Merger Agreement provides each share of common stock of Viskase issued and outstanding immediately prior to the Merger (other than shares held by holders that properly exercise dissenters rights and shares held in treasury) shall be automatically converted into the right to receive the number of shares of common stock of Enzon (“Enzon Common Stock”) equal to the exchange ratio as calculated under the Merger Agreement. Enzon and Viskase stockholders will respectively own approximately 15.9% and 84.1% of the combined company. As per the amendment on October 24, 2025, an adjustment to the exchange ratio under the Merger Agreement was made, initially indicating that Enzon and Viskase stockholders will respectively own 45% and 55% of the combined company. Following the Merger, the combined company is expected to operate under the name “Viskase Holdings, Inc.” and will trade on the “OTCQX” tier of the OTC market of the OTC Markets Group, Inc. Pursuant to the terms of the Merger Agreement Enzon and Viskase will pay Viskase a termination fee of $1.0 million if any of the parties terminates the Merger Agreement. The offer expires at one minute after 11:59 p.m., Eastern Time, on Friday, February 27, 2026, unless extended. Holders of Series C Preferred Stock who elect to participate in the Offer can withdraw their tendered shares any time before the deadline.
Upon the closing of the merger, several management and board changes will take effect. Thomas D. Davis, who is currently the Chief Executive Officer of Viskase, will become the Chief Executive Officer of the newly combined company. Richard L. Feinstein, who holds the positions of Chief Executive Officer, Chief Financial Officer, and Secretary at Enzon, will resign from his roles. Additionally, Enzon board members Jaffrey (Jay) A. Firestone and Stephen T. Wills will step down from the board. The Board of Directors will be expanded to seven members, with Robert Flint, Colin Kwak, Dustin DeMaria, Kenneth Shea, and Peter K. Shea joining as new directors. Furthermore, all officers of Viskase immediately before the merger will continue as officers of the combined company, remaining in their positions until successors are appointed or until they leave for other reasons in accordance with company policies and applicable laws.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board and approval of offer by target shareholders. The Merger Agreement has been unanimously recommended by a Special Committee of the independent directors of Enzon and a Special Committee of the independent directors of Viskase and, acting upon such recommendations, has been unanimously approved by the boards of directors of each of Enzon and Viskase.The shares of Enzon Common Stock to be issued in the Merger having been approved for listing (subject to official notice of issuance) on the OTC market of the OTC Markets Group, Inc., the Registration Statement having become effective in accordance with the provisions of the Securities Act of 1933, as amended, the consummation of the Reverse Stock Split, Enzon having a minimum amount of cash at Closing as calculated under the Merger Agreement; and and any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated. On February 11, 2026, The Merger Proposal was approved by stockholders holding 42,350,448 shares of Enzon Common Stock or 57.1% of the issued and outstanding shares of Enzon Common Stock and the Reverse Stock Split Proposal was approved by stockholders holding 40,993,338 shares of Enzon Common Stock or 55.2% of the issued and outstanding shares of Enzon Common Stock. The closing of the transactions contemplated by the Merger Agreement are subject to satisfaction or waiver of the remaining conditions to closing set forth in the Merger Agreement. As of February 26, 2026, Enzon anticipates that the closing will occur prior to March 31, 2026.
Steven Khadavi and Joseph Walsh of Troutman Pepper Locke LLP served as legal advisor to Viskase. Adam J. Agron and Evan J. Leitch of Brownstein Hyatt Farber Schreck, LLP and Todd E. Mason, Corby J. Baumann and Benjamin M. Russell of Thompson Hine, LLP served as legal advisors to Enzon. Continental Stock Transfer & Trust Company acted as transfer agent to Enzon. Continental Stock Transfer & Trust Company acted as transfer agent to Enzon. A.G.P. / Alliance Global Partners, LLC acted as financial advisor and fairness opinion provider to Enzon. Alvarez & Marsal Holdings, LLC acted as financial advisor and fairness opinion provider to Viskase Companies, Inc. HKL & Co., LLC acted as proxy solicitor and will receive a fee of $0.04 million.
Viskase Companies, Inc. (OTCPK:VKSC) completed the acquisition of Enzon Pharmaceuticals, Inc. (OTCPK:ENZN) from a group of shareholders for $3.6 million on March 26, 2026. Pursuant to the terms of the merger agreement, as of the closing, each share of Viskase Companies, Inc. common stock was converted into the right to receive 0.049118 shares of Viskase Holdings, Inc. common stock.
Effective upon the completion of the merger, Robert Flint was appointed as Chair of the Board, Peter K. Shea was appointed as Chair of the Audit Committee, and Kenneth Shea was appointed to serve on the Audit Committee. Viskase Holdings, Inc. also dissolved the Special Committee, which was comprised of Mr. Read and Mr. Wills.