SCHEDULE 13D/A: Enzon Pharmaceuticals to Merge with Viskase, Forming Viskase Holdings, Inc. Under Icahn Control

Enzon Pharmaceuticals, Inc. announced a definitive merger agreement with Viskase Companies, Inc., a transaction expected to result in Icahn Enterprises Holdings L.P. beneficially owning approximately 91% of the combined entity, Viskase Holdings, Inc.

Summary

• Enzon Pharmaceuticals, Inc. (Issuer) entered into a Merger Agreement with Viskase Companies, Inc. (Viskase) on June 20, 2025.
• The merger will result in EPSC Acquisition Corp., a wholly-owned subsidiary of Enzon, merging with and into Viskase, with Viskase surviving as a wholly-owned subsidiary of Enzon.
• The combined entity is anticipated to operate under the name "Viskase Holdings, Inc." and will trade on the "OTCQX" tier of the OTC market.
• The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
• The Merger Agreement was unanimously recommended by Special Committees of independent directors of both Enzon and Viskase, and unanimously approved by their respective Boards of Directors.
• Upon closing, current Enzon shareholders are expected to own approximately 2.06% of the combined company's common stock.
• Holders of Series C Preferred Stock, including the Reporting Persons, are expected to own approximately 13.84% of the combined company's common stock.
• Viskase stockholders are expected to own approximately 84.1% of the combined company's common stock.
• The Reporting Persons (Carl C. Icahn, Icahn Enterprises Holdings L.P., and Icahn Enterprises G.P. Inc.) are expected to beneficially own approximately 91% of the combined company.
• Series C Preferred Stock held by affiliates of the Reporting Persons will be exchanged for Shares at a discount to its liquidation value, while non-affiliates will have the right to exchange at liquidation value via an exchange offer.

Sentiment

Score: 6

Explanation: The merger provides a clear strategic direction for Enzon, integrating it with Viskase under Icahn's control, and is structured to be tax-free. However, it results in substantial dilution for existing Enzon common shareholders and moves the combined entity to a less liquid market, leading to a mixed sentiment.

Positives

• The merger was unanimously recommended by Special Committees of independent directors of both Enzon and Viskase, and unanimously approved by their respective Boards of Directors, suggesting a thorough review and perceived strategic benefit.
• The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, which could be advantageous for shareholders.
• The merger creates a larger, combined entity, "Viskase Holdings, Inc.", potentially offering synergies and a clearer strategic direction under consolidated ownership.

Negatives

• Existing Enzon common shareholders are expected to experience significant dilution, owning only approximately 2.06% of the combined company's common stock post-merger.
• The combined company will trade on the OTCQX market, which may offer lower liquidity and less visibility compared to a major stock exchange.
• Affiliates of the Reporting Persons (Icahn entities) will exchange their Series C Preferred Stock at a discount to liquidation value, while non-affiliates have the option to exchange at liquidation value, which could be perceived as less favorable terms for the controlling shareholder group.

Risks

• The closing of the merger is subject to the satisfaction or waiver of certain customary closing conditions, meaning the transaction is not guaranteed to close.
• The final ownership percentages are subject to certain adjustments based on the number of Series C Preferred Stock shares exchanged by non-affiliates and the amount of cash held by the Issuer at the effective time of the Merger, introducing some variability.
• The liquidation value of the Series C Preferred Stock at the date of closing of the Merger will impact the final ownership percentages, adding an element of uncertainty.

Future Outlook

The combined company is anticipated to operate under the name "Viskase Holdings, Inc." and will trade on the "OTCQX" tier of the OTC market. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Management Comments

• The Merger Agreement has been unanimously recommended by a Special Committee of the independent directors of the Issuer (the "Enzon Special Committee") and a Special Committee of the independent directors of Viskase.
• Acting upon such recommendations, the Merger Agreement has been unanimously approved by the Boards of Directors of each of the Issuer and Viskase.

Industry Context

This merger represents a significant consolidation within the industrial or specialty chemicals sector, specifically involving a company in food packaging (Viskase) and a former pharmaceutical entity (Enzon, now seemingly a shell for this transaction). It signifies a strategic move by Icahn Enterprises to integrate Viskase more directly into its portfolio, potentially streamlining operations or leveraging existing assets. The planned shift to the OTCQX market suggests a move away from traditional major public market scrutiny for the combined entity.

Management Changes

Corporate Governance

Related Party Transactions

• The merger involves Viskase Companies, Inc., where subsidiaries of Icahn Enterprises Holdings currently own approximately 81% of the outstanding shares.
• The Reporting Persons (Carl C. Icahn, Icahn Enterprises Holdings L.P., and Icahn Enterprises G.P. Inc.) are affiliates of the Issuer and are expected to beneficially own approximately 91% of the combined company post-merger.
• Series C Preferred Stock held by affiliates of the Reporting Persons will be exchanged for Shares at a discount to its liquidation value, while non-affiliates have the right to exchange at liquidation value.
• Icahn Enterprises Holdings and certain of its affiliates entered into a support agreement with the Issuer and Viskase to facilitate the merger, including agreeing to deliver written consents for approval.

Stakeholder Impact

• **Current Enzon Common Shareholders**: Expected to face significant dilution, owning only approximately 2.06% of the combined company, and the combined entity will trade on the OTCQX market, potentially impacting liquidity and visibility.
• **Viskase Stockholders**: Will become the majority owners of the combined entity (approximately 84.1%), receiving Enzon shares in exchange for their Viskase common stock.
• **Series C Preferred Stock Holders**: Affiliates of Icahn will exchange their shares at a discount, while non-affiliates have the option to exchange at liquidation value, providing different outcomes based on affiliation.
• **Management/Employees**: The combined company will have a new Chief Executive Officer (Timothy P. Feast from Viskase) and a new Board of Directors, which may lead to organizational changes.
• **Icahn Enterprises**: Will consolidate control over Viskase, increasing its beneficial ownership to approximately 91% of the combined company, aligning its interests more closely with the operational entity.

Next Steps

• Merger Sub will be merged with and into Viskase, with Viskase surviving as a wholly owned subsidiary of the Issuer.
• The combined company will operate under the name "Viskase Holdings, Inc.".
• The combined company will trade on the "OTCQX" tier of the OTC market.
• The Issuer will commence an exchange offer for Series C Preferred Stock held by non-affiliates.
• The Closing of the Merger is subject to the satisfaction or waiver of certain customary closing conditions.

Key Dates

Recommendation

Keywords

Merger Agreement, Enzon Pharmaceuticals, Viskase Companies, Icahn Enterprises, Corporate Restructuring, Schedule 13D, OTC Markets, Tax-Free Reorganization, Shareholder Dilution, Preferred Stock Exchange