bluebird bio, Inc., Carlyle, and SK Capital Partners have amended their merger agreement. Under the revised terms, bluebird stockholders can choose between two options: $3.00 per share in cash plus a contingent value right (CVR) of $6.84 per share payable upon achieving a net sales milestone, or a straightforward payment of $5.00 per share in cash without the CVR.
The board of directors at bluebird unanimously approved this amendment and recommends that stockholders tender their shares to support the transaction. The board emphasized that this deal represents the only viable option for shareholders to receive consideration for their shares. Without a majority tendering, bluebird risks defaulting on its loan agreements with Hercules Capital, potentially leaving stockholders with no compensation in case of bankruptcy or liquidation.
The tender offer's expiration has been extended to May 29, 2025. As of May 13, approximately 2,281,724 shares have been validly tendered.
Stockholders who previously opted for the original offer do not need to take further action unless they wish to switch to the new cash-only option. Those wishing to elect the $5.00 per share must withdraw and re-tender their shares following detailed instructions provided in the Offer to Purchase document.
Carlyle and SK Capital have received all necessary regulatory approvals for completing the transaction and expect it to conclude promptly after the tender offer is successfully completed.
Founded in 2010, bluebird bio is known for its pioneering work in gene therapy and has secured FDA approvals for three therapies within two years. Carlyle is a global investment firm managing $453 billion as of March 31, 2025, while SK Capital focuses on life sciences and specialty materials sectors with $9 billion under management.