STOCK TITAN

bluebird bio Confirms Receipt of an Unsolicited Non-Binding Proposal from Ayrmid

Rhea-AI Impact
(Moderate)
Rhea-AI Sentiment
(Neutral)
Tags

bluebird bio (NASDAQ: BLUE) has received an unsolicited non-binding proposal from Ayrmid to acquire the company for $4.50 per share in upfront cash payment plus a one-time contingent value right of $6.84 per share tied to net sales milestone achievement.

This proposal follows bluebird's previously announced definitive merger agreement with Carlyle and SK Capital Partners on February 21, 2025, which offered $3.00 per share in cash plus the same contingent value right of $6.84 per share. While Ayrmid was previously involved in discussions during bluebird's strategic review, they did not submit a proposal during that process.

The bluebird Board of Directors is currently reviewing the Ayrmid proposal while maintaining its recommendation for the existing merger agreement with Carlyle and SK Capital Partners.

bluebird bio (NASDAQ: BLUE) ha ricevuto una proposta non vincolante e non richiesta da Ayrmid per acquisire l'azienda per 4,50 $ per azione in pagamento anticipato in contante, più un diritto di valore contingente una tantum di 6,84 $ per azione legato al raggiungimento di obiettivi di vendita nette.

Questa proposta segue l'accordo di fusione definitivo precedentemente annunciato da bluebird con Carlyle e SK Capital Partners il 21 febbraio 2025, che offriva 3,00 $ per azione in contante più lo stesso diritto di valore contingente di 6,84 $ per azione. Sebbene Ayrmid fosse stato precedentemente coinvolto in discussioni durante la revisione strategica di bluebird, non aveva presentato una proposta durante quel processo.

Il Consiglio di Amministrazione di bluebird sta attualmente esaminando la proposta di Ayrmid, mantenendo nel contempo la sua raccomandazione per l'accordo di fusione esistente con Carlyle e SK Capital Partners.

bluebird bio (NASDAQ: BLUE) ha recibido una propuesta no vinculante y no solicitada de Ayrmid para adquirir la empresa por 4,50 $ por acción en pago anticipado en efectivo, más un derecho de valor contingente único de 6,84 $ por acción vinculado al logro de hitos de ventas netas.

Esta propuesta sigue al acuerdo de fusión definitivo previamente anunciado por bluebird con Carlyle y SK Capital Partners el 21 de febrero de 2025, que ofrecía 3,00 $ por acción en efectivo más el mismo derecho de valor contingente de 6,84 $ por acción. Aunque Ayrmid había estado involucrado previamente en discusiones durante la revisión estratégica de bluebird, no presentó una propuesta durante ese proceso.

La Junta Directiva de bluebird está revisando actualmente la propuesta de Ayrmid, mientras mantiene su recomendación para el acuerdo de fusión existente con Carlyle y SK Capital Partners.

bluebird bio (NASDAQ: BLUE)Ayrmid로부터 회사 인수를 위한 비구속성 제안을 받았습니다. 제안가는 주당 4.50 달러의 현금 지급과 주당 6.84 달러의 일회성 조건부 가치 권리가 포함되어 있으며, 이는 순매출 목표 달성에 연계되어 있습니다.

이 제안은 bluebird가 Carlyle과 SK Capital Partners와 2025년 2월 21일에 발표한 이전의 확정 합병 계약에 따른 것으로, 이 계약은 주당 3.00 달러의 현금 지급과 동일한 조건부 가치 권리인 6.84 달러를 포함하고 있습니다. Ayrmid는 bluebird의 전략 검토 과정에서 논의에 참여했지만, 그 과정에서 제안을 제출하지 않았습니다.

bluebird의 이사회는 현재 Ayrmid의 제안을 검토하고 있으며, Carlyle과 SK Capital Partners와의 기존 합병 계약에 대한 권고를 유지하고 있습니다.

bluebird bio (NASDAQ: BLUE) a reçu une proposition non sollicitée et non contraignante de Ayrmid pour acquérir l'entreprise pour 4,50 $ par action en paiement comptant initial, ainsi qu'un droit de valeur conditionnel unique de 6,84 $ par action lié à l'atteinte d'objectifs de ventes nettes.

Cette proposition fait suite à l'accord de fusion définitif précédemment annoncé par bluebird avec Carlyle et SK Capital Partners le 21 février 2025, qui offrait 3,00 $ par action en espèces, plus le même droit de valeur conditionnel de 6,84 $ par action. Bien qu'Ayrmid ait été impliqué dans des discussions lors de l'examen stratégique de bluebird, il n'a pas soumis de proposition durant ce processus.

Le conseil d'administration de bluebird examine actuellement la proposition d'Ayrmid tout en maintenant sa recommandation pour l'accord de fusion existant avec Carlyle et SK Capital Partners.

bluebird bio (NASDAQ: BLUE) hat ein unverlangtes, nicht bindendes Angebot von Ayrmid erhalten, das Unternehmen für 4,50 $ pro Aktie in bar zu erwerben, zuzüglich eines einmaligen bedingten Wertrechts von 6,84 $ pro Aktie, das an die Erreichung von Nettoumsatzmeilensteinen gebunden ist.

Dieses Angebot folgt auf die zuvor angekündigte endgültige Fusionsvereinbarung von bluebird mit Carlyle und SK Capital Partners am 21. Februar 2025, die 3,00 $ pro Aktie in bar und dasselbe bedingte Wertrecht von 6,84 $ pro Aktie bot. Obwohl Ayrmid zuvor an Diskussionen während der strategischen Überprüfung von bluebird beteiligt war, wurde während dieses Prozesses kein Angebot eingereicht.

Der Vorstand von bluebird prüft derzeit das Angebot von Ayrmid und hält gleichzeitig seine Empfehlung für die bestehende Fusionsvereinbarung mit Carlyle und SK Capital Partners aufrecht.

Positive
  • Higher upfront cash offer from Ayrmid ($4.50 vs $3.00 per share)
  • Potential for competitive bidding could increase shareholder value
Negative
  • Ayrmid's proposal is non-binding and subject to conditions
  • Additional due diligence required could delay transaction completion

SOMERVILLE, Mass.--(BUSINESS WIRE)-- bluebird bio, Inc. (NASDAQ: BLUE) (“bluebird”) today confirmed it has received an unsolicited non-binding written proposal (the “Ayrmid Proposal”) from Ayrmid Ltd (“Ayrmid”) to acquire bluebird for an upfront cash payment of $4.50 per share and a one-time contingent value right of $6.84 per share payable upon achievement of a net sales milestone.

As previously announced on February 21, 2025, bluebird entered into a definitive agreement (the “Merger Agreement”) with funds managed by global investment firms Carlyle and SK Capital Partners, LP to be acquired and taken private for $3.00 per share in cash and a one-time contingent value right of $6.84 per share payable upon achievement of a net sales milestone, contingent upon certain offer conditions (the “Merger”). bluebird previously engaged in discussions with Ayrmid as part of its comprehensive review of strategic alternatives. Ayrmid did not submit any proposal to bluebird as part of that process. The Ayrmid Proposal is subject to certain conditions and further negotiations between the parties, including confirmatory diligence.

Consistent with its fiduciary duties, the bluebird Board of Directors (the “Board”) is carefully reviewing the Ayrmid Proposal in consultation with its legal and financial advisors. bluebird remains subject to the terms of the Merger Agreement, and the Board has not changed its recommendation in support of the Merger. The Board will provide further updates to its stockholders as appropriate.

About bluebird bio, Inc.

Founded in 2010, bluebird has been setting the standard for gene therapy for more than a decade—first as a scientific pioneer and now as a commercial leader. bluebird has an unrivaled track record in bringing the promise of gene therapy out of clinical studies and into the real-world setting, having secured FDA approvals for three therapies in under two years. Today, we are proving and scaling the commercial model for gene therapy and delivering innovative solutions for access to patients, providers, and payers.

With a dedicated focus on severe genetic diseases, bluebird has the largest and deepest ex-vivo gene therapy data set in the field, with industry-leading programs for sickle cell disease, ß-thalassemia, and cerebral adrenoleukodystrophy. We custom design each of our therapies to address the underlying cause of disease and have developed in-depth and effective analytical methods to understand the safety of our lentiviral vector technologies and drive the field of gene therapy forward. bluebird continues to forge new paths as a standalone commercial gene therapy company, combining our real-world experience with a deep commitment to patient communities and a people-centric culture that attracts and grows a diverse flock of dedicated birds.

Additional Information and Where to Find It

This communication is not an offer to buy nor a solicitation of an offer to sell any securities of bluebird. The solicitation and the offer to buy shares of bluebird’s common stock is being made pursuant to a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials, that were filed by Beacon Parent Holdings, L.P. (“Parent”) and Beacon Merger Sub, Inc. (“Merger Sub”) with the SEC on March 7, 2025. In addition, bluebird has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC on March 7, 2025. The tender offer materials and the Solicitation/Recommendation statement, as they may be amended from time to time, contain important information that should be read carefully when they become available and considered before any decision is made with respect to the tender offer. Investors will be able to obtain a free copy of these materials and other documents filed by Parent, Merger Sub and bluebird with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, copies of these materials and other documents by calling Innisfree M&A Incorporated, the information agent for the Offer, toll-free at (877) 825-8793 for stockholders or by calling collect at (212) 750-5833 for banks or brokers.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 OF BLUEBIRD AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-Looking Statements
The statements included in this press release that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on bluebird’s current beliefs and expectations and include, but are not limited to: statements regarding beliefs about the potential benefits of the transaction contemplated by the Merger Agreement; the planned completion and timing of the transaction contemplated by the Merger Agreement; statements regarding bluebird’s future results of operations and financial position; bluebird’s expectations with respect to the commercialization of its products, including without limitation, patient demand, the timing and amount of revenue recognition; and bluebird’s ability to establish favorable coverage for its therapies. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing and completion of the Offer and the Merger; uncertainties as to the percentage of bluebird stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable regulatory and/or governmental entities (or any conditions, limitations or restrictions placed on such approvals); risks relating to bluebird’s liquidity during the pendency of the Offer and the Merger or in the event of a termination of the Merger Agreement; risks that the milestone related to the contingent value right is not achieved; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; risks related to diverting management’s attention from bluebird’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; delays and challenges in bluebird’s commercialization and manufacturing of its products, including challenges in manufacturing vector for ZYNTEGLO and SKYSONA to meet current demand; the internal and external costs required for bluebird’s ongoing and planned activities, and the resulting impact on expense and use of cash, has been, and may in the future be, higher than expected, which has caused bluebird, and may in the future cause bluebird, to use cash more quickly than it expects or change or curtail some of its plans or both; substantial doubt exists regarding bluebird’s ability to continue as a going concern; bluebird’s expectations as to expenses, cash usage and cash needs may prove not to be correct for other reasons such as changes in plans or actual events being different than bluebird’s assumptions; the risk that additional funding may not be available on acceptable terms, or at all; risks related to bluebird’s loan agreement, including the risk that operating restrictions could adversely affect bluebird’s ability to conduct its business, the risk that bluebird will not achieve milestones required to access future tranches under the agreement, and the risk that bluebird will fail to comply with covenants under the agreement, including with respect to required cash and revenue levels, which could result in an event of default; the risk that the efficacy and safety results from bluebird’s prior and ongoing clinical trials will not continue or be seen in the commercial context; the risk that the QTCs experience delays in their ability to enroll or treat patients; the risk that bluebird experiences delays in establishing operational readiness across its supply chain; the risk that there is not sufficient patient demand or payer reimbursement to support continued commercialization of bluebird’s therapies; the risk of insertional oncogenic or other safety events associated with lentiviral vector, drug product, or myeloablation, including the risk of hematologic malignancy; the risk that bluebird’s products, including LYFGENIA, will not be successfully commercialized; and other risks and uncertainties pertaining to bluebird’s business, including the risks and uncertainties detailed in bluebird’s prior filings with the SEC, including under the heading “Risk Factors” in bluebird’s Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequent Quarterly Reports on Form 10-Q filed with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.

Investors & Media Contacts

Bluebird

Investors:

Courtney O’Leary

978-621-7347

coleary@bluebirdbio.com

Media:

Jess Rowlands

857-299-6103

jess.rowlands@bluebirdbio.com

Source: bluebird bio, Inc.

FAQ

What is the difference between Ayrmid's and Carlyle's acquisition offers for BLUE stock?

Ayrmid offers $4.50 per share upfront vs Carlyle's $3.00, both with identical $6.84 contingent value rights tied to sales milestones.

When was the original BLUE merger agreement with Carlyle announced?

The original merger agreement with Carlyle and SK Capital Partners was announced on February 21, 2025.

What conditions are attached to Ayrmid's proposal to acquire BLUE?

Ayrmid's proposal is subject to confirmatory diligence, further negotiations, and other unspecified conditions.

Has BLUE's Board of Directors changed their recommendation regarding the Carlyle merger?

No, the Board maintains its recommendation supporting the original merger agreement with Carlyle and SK Capital Partners.
Bluebird Bio Inc

NASDAQ:BLUE

BLUE Rankings

BLUE Latest News

BLUE Stock Data

36.92M
9.71M
0.86%
31.31%
20.48%
Biotechnology
Biological Products, (no Disgnostic Substances)
Link
United States
SOMERVILLE