Enzon Pharmaceuticals and Viskase Companies to merge in an all-stock deal

Enzon Pharmaceuticals, Inc. (OTCQX: ENZN) and Viskase Companies, Inc. (OTC Pink Limited: VKSC) announced on June 20, 2025, that they have signed a definitive merger agreement to combine their operations through an all-stock transaction. Following the closing of this merger, Viskase will be absorbed into a wholly owned subsidiary of Enzon Pharmaceuticals, and the newly merged entity will be rebranded as Viskase Holdings, Inc. The combined company will continue trading on the OTCQX market and be led by Viskase’s current Chief Executive Officer, Timothy P. Feast.

This transaction is expected to significantly shift the shareholder composition and strategic direction of both firms. Viskase shareholders are projected to own approximately 84.1 percent of the combined entity, while Enzon’s Series C Preferred Stock holders and existing common shareholders will retain about 13.84 percent and 2.06 percent respectively, assuming full conversion of preferred stock into equity. The share exchange is structured around a 20-day volume-weighted average price (VWAP) calculation leading up to the merger agreement date.

How does the Enzon–Viskase merger change shareholder control and capital structure?

The merger is structured to consolidate both firms under a single OTCQX-listed corporate identity, with Viskase as the dominant shareholder base. This reflects both the relative valuation of the two firms and the strategic intent behind the merger. Enzon Pharmaceuticals has in recent years repositioned itself as a public acquisition vehicle, and this transaction marks its most significant platform activation to date.

Under the merger agreement, each share of Viskase’s common stock outstanding immediately before closing will be exchanged for Enzon common shares using a defined exchange ratio. Treasury shares and those subject to dissenters’ rights are excluded. All outstanding Viskase shares will be cancelled and replaced with equity in the new Viskase Holdings.

The most intricate part of the equity structure involves Enzon’s Series C Preferred Stock, much of which is held by affiliates of Icahn Enterprises Holdings L.P. These preferred shares will convert into common equity on different terms depending on ownership. IEH-affiliated shares will be converted at a discount to their liquidation value, based on the 20-day VWAP of Enzon shares. Non-affiliated Series C Preferred holders will have the right to convert at full liquidation value. This mechanism ensures that Icahn’s influence is recognized while preserving governance balance in the new entity.

What role did board governance and independent committees play in advancing the merger deal?

Both Enzon Pharmaceuticals and Viskase Companies established special committees composed entirely of independent directors to evaluate and negotiate the terms of the merger. These committees unanimously recommended the deal to their respective boards of directors, which subsequently approved the merger agreement. This governance structure adds a layer of transactional integrity, especially given the involvement of significant shareholders like Icahn Enterprises.

Enzon’s transformation from a legacy biotech firm into an acquisition-focused public platform has taken several years, with its status as a low-operating-cost public shell positioning it as an attractive vehicle for private operating companies like Viskase seeking broader capital markets access.

Viskase, in contrast, brings an established global operational footprint to the table. The Illinois-based industrial packaging producer has nine manufacturing facilities spread across North America, Europe, South America, and Asia, and its meat casing products are sold in nearly 100 countries. These operations serve major global consumer packaged goods companies, making Viskase an infrastructure-heavy asset with real manufacturing leverage.

How is Icahn Enterprises supporting the merger and influencing the share exchange mechanics?

Icahn Enterprises Holdings L.P., through its direct and affiliated holdings in Enzon’s Series C Preferred Stock, is a central stakeholder in the deal’s execution. Alongside the merger agreement, IEH entered into a formal support agreement, committing to vote in favor of the transaction and to exchange its preferred shares for Enzon common stock before the transaction closes.

This pre-committed vote is expected to accelerate shareholder approval timelines and reduce execution risk. Institutional investors have viewed the IEH backing as a sign of deal certainty and long-term alignment, particularly because Icahn’s stake conversion ensures a high level of equity participation in the post-merger entity.

Assuming full conversion of Series C shares, ownership in Viskase Holdings will reflect a carefully negotiated structure: Enzon’s former common shareholders will retain a small minority stake, while Series C holders—including IEH—will collectively hold a meaningful but non-controlling share, aligning economic interests across legacy and incoming stakeholders.

What regulatory filings and shareholder actions are required to complete the transaction?

The merger remains subject to customary closing conditions, including approvals from shareholders of both Enzon Pharmaceuticals and Viskase Companies, and applicable regulatory clearance. To support these proceedings, Enzon intends to file a Form S-4 registration statement with the United States Securities and Exchange Commission, which will contain a full prospectus and consent solicitation materials.

The registration statement will include comprehensive financial and operational information about the combined business, and both companies are urging shareholders to carefully review the documentation before casting votes or making investment decisions. No timeline was given for the expected date of closing, though shareholder meetings and consent solicitations are likely to be scheduled in the third quarter of 2025.

What are the potential risks and uncertainties that could impact the Enzon–Viskase merger completion?

While both parties have expressed confidence in completing the merger, several risk factors remain. These include the possibility of delays in filing audited financials from Viskase, regulatory hurdles, shareholder opposition, or changes in macroeconomic conditions. There is also the chance that projected post-merger synergies may not materialize as anticipated.

Forward-looking statements in the merger communication acknowledged that actual outcomes may vary due to changes in capital market conditions, disruptions in global trade, or adverse legal developments. Moreover, shareholder lawsuits—while not currently filed—remain a possibility in high-profile reverse merger transactions such as this.

Despite these risks, analysts expect the merger to proceed, citing the high degree of structural preparedness, clarity in ownership allocation, and defined leadership roles in the new entity.

What does the future look like for Viskase Holdings following the completion of this merger?

Once completed, the new entity—Viskase Holdings, Inc.—will continue operations under the leadership of Timothy P. Feast and maintain its listing on the OTCQX platform. The merged company is expected to have stronger access to capital markets, a more diverse shareholder base, and enhanced visibility in institutional investor circles due to its restructured governance and backing by strategic investors.

For Viskase, the merger marks a significant step in becoming a more liquid and publicly accessible entity. For Enzon, this is a realization of its long-standing strategy to act as a reverse merger platform. Going forward, institutional investors will likely monitor Viskase Holdings for operational performance, capital structure efficiency, and potential uplisting opportunities.