Evercel, Inc. (OTCPK:EVRC) made an offer to acquire NewLink Genetics Corporation (NasdaqGM:NLNK) for $65.3 million on November 5, 2019. Under the terms of the transaction, Evercel will pay $1.75 per share in cash. On October 25, 2019, several members of the NewLink Board received a letter dated October 24, 2019 from Daniel Allen, CEO of Evercel, Inc. (“Evercel”), setting forth a number of objections to the proposed Merger and proposing that NewLink instead merge with Evercel in a transaction in which the stockholders of NewLink and Evercel would each own approximately 50% of the combined entity and with the combined entity being run by the Evercel management.

The letter proposed that Evercel enter into a nondisclosure agreement, raised the possibility that a one-time dividend of unspecified magnitude might be paid to NewLink stockholders at the closing of such transaction and offered that Evercel would cover the $2 million break-up fee payable under the terms of the Merger Agreement should NewLink accept such proposal.As of December 12, 2019, Board of Directors of NewLink Genetics Corporation turned down the offer. On December 16, 2019, the NewLink Board of Directors reject the proposal made by Evercel and, in consultation with outside financial and legal advisors, thoroughly evaluated the Evercel proposal and determined that it is not in the best interests of NewLink's stockholders. On January 30, 2020, NewLink management received a letter dated January 29, 2020 in which Evercel offered to acquire 100% of NewLink's outstanding shares of common stock for $2 per share in cash.

The letter also indicated that Evercel would be willing to discuss other transaction structures. Stifel acted as financial advisor and Cooley LLP acted as legal counsel for NewLink Genetics.