Enzon Pharmaceuticals (now Viskase Holdings) agrees all-stock merger with Viskase

Enzon Pharmaceuticals, Inc., a Delaware company based in Cranford, New Jersey, reported in a Form 8-K dated June 20, 2025 and filed on June 23 that it signed an Agreement and Plan of Merger on June 20 with Viskase Companies, Inc. Enzon trades on the OTCQX as ENZN, and Viskase trades on the OTC Pink tier as VKSC. Under the agreement, a merger subsidiary of Enzon will merge into Viskase, with Viskase surviving as a wholly owned subsidiary of Enzon. The combined company is to be renamed Viskase Holdings, Inc. and trade on the OTCQX tier. Timothy P. Feast, Viskase's chief executive, would lead it.

Ownership split and the exchange

Each share of Viskase common stock would convert into Enzon common stock at an exchange ratio set in the agreement. The companies estimate the post-merger ownership at about 2.06% for existing Enzon common holders, about 13.84% for Enzon Series C preferred holders and about 84.1% for former Viskase stockholders. Those figures are subject to adjustment depending on how much Series C is exchanged by holders other than Icahn affiliates, and on the cash Enzon holds at closing.

Enzon also plans to seek approval for a reverse stock split at a ratio between 1 to 2 and 1 to 100. The filing says the split cannot push Enzon's share count above its currently authorized shares.

Icahn's role and the preferred stock

Affiliates of Icahn Enterprises Holdings L.P., or IEH, hold Enzon Series C preferred stock. Under the merger terms, those shares would be exchanged for Enzon common stock at a discount to their liquidation value, measured by the 20-day volume weighted average price of Enzon common stock before the agreement. Series C shares held by non-affiliates would have the right to be exchanged at liquidation value on the same VWAP basis.

IEH and its affiliates also signed a support agreement. They agreed to deliver written consents approving the merger for all of their Enzon common stock, and to exchange their Series C shares before closing. Special committees of independent directors at both companies recommended the deal, and both boards approved it unanimously.

The background is an earlier warning. Enzon's annual report for 2024, filed in February 2025, says that if a transaction changes control as defined in the Series C certificate, holders will be entitled to redemption rights that would require Enzon to redeem the preferred. It also says such a change would likely limit the use of its net operating loss carryforwards, which the report puts at approximately $101.4 million.

Conditions and timing

Closing requires the approval of both companies' stockholders, a registration statement on Form S-4 to be effective, and listing approval for the new Enzon shares on the OTC market. It also requires the reverse split to be completed, dissenters' rights not exercised by more than 3% of Viskase shares, a minimum amount of cash at Enzon at closing, and the expiry or termination of the Hart-Scott-Rodino waiting period. Enzon will also redeem its Section 382 rights and terminate that plan before closing.

The agreement allows termination if the closing has not occurred by 11:59 p.m. on December 31, 2025. Viskase may also terminate if Enzon's board changes or withdraws its recommendation, and Enzon may terminate to accept a superior proposal, subject to conditions.

The business being acquired

The filing says Viskase is a producer of non-edible cellulosic, fibrous and plastic casings used to package processed meat products, and that it supplies some of the largest global consumer product companies. It operates nine manufacturing facilities across North America, Europe, South America and Asia, and says it can sell into nearly one hundred countries.

The 8-K gives no Viskase revenue, earnings, debt or cash figures. Enzon's own background is different: the 10-K describes it as a company with no clinical operations and no employees, and says its executive officer provides services on a consulting basis.

The 8-K and the press release name no financial advisor or fairness opinion provider for either company, and no counsel. Readers would need the Form S-4 for Viskase's financial statements before judging the value of the stock each side receives.

Report an error

Companies in this story

VISKViskase Holdings, Inc.OTC · United StatesOpen the starter desk