Carlyle And SK Capital Amend Agreement To Acquire bluebird bio, Update Tender Offer Instructions For Stockholders

Author: Benzinga Newsdesk | May 16, 2025 03:37pm

Stockholders that have previously tendered their shares must re-tender their shares

Stockholders may elect to receive either $3.00 per share plus CVR of $6.84 per share in cash payable upon achievement of a net sales milestone or $5.00 per share with no CVR

As previously announced on May 14, 2025, Carlyle (NASDAQ:CG) ("Carlyle"), SK Capital Partners, LP ("SK Capital") and bluebird bio, Inc. (NASDAQ:BLUE) ("bluebird"), have amended their definitive agreement pursuant to which Carlyle and SK Capital will purchase all of the outstanding shares of bluebird. The parties have issued the following updated instructions for stockholders to tender their shares into the offer.

Updated Instructions for Stockholders:

• Contrary to prior instructions, stockholders that have previously tendered their shares must re-tender their shares and complete and sign the letter of election and transmittal attached to the Offer to Purchase. Detailed instructions are available in the Offer to Purchase.
• Previously tendered shares will not be valid unless they are re-tendered with an election. If stockholders that previously tendered do not take action, it will have the same effect as withdrawing previously tendered shares from the offer.
• Stockholders that hold shares of bluebird through a broker or other nominee may be subject to a processing cutoff that is prior to the tender deadline, so it is important to act now.
• Stockholders who need assistance with tendering their shares of bluebird may contact the Information Agent, Innisfree M&A Incorporated, by calling toll-free at (877) 825-8793.

Details on Amended Agreement:

Under the terms of the amended agreement bluebird stockholders can elect to receive either (x) the original offer of $3.00 per share in cash plus a contingent value right ("CVR") of $6.84 per share in cash payable upon achievement of a net sales milestone or (y) $5.00 per share in cash. The amended offer price provides an alternative for stockholders who would prefer greater upfront cash consideration instead of the potential upside of the CVR. Any shares tendered for which no election is made will receive the original consideration of $3.00 per share in cash plus a CVR per share.

The bluebird board of directors unanimously approved the amended agreement and recommends that all stockholders immediately tender their shares in support of the transaction. The bluebird board of directors continues to believe that the transaction with Carlyle and SK Capital, as amended, represents the only viable option for stockholders to receive consideration for their shares. Absent a majority of stockholders tendering, bluebird is at significant risk of defaulting on its loan agreements with Hercules Capital, and it is extremely unlikely that stockholders would receive any consideration for their shares in a bankruptcy or liquidation.

As previously announced on May 5, 2025, Carlyle and SK Capital have received all required regulatory approvals to complete the transaction, and all parties expect the transaction to be consummated promptly following the successful completion of the ongoing tender offer, which expires one minute after 11:59 p.m. New York City time on May 29, 2025.

Posted In: BLUE CG