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SOMERVILLE, Mass. - bluebird bio, Inc. (NASDAQ: BLUE), a gene therapy company, along with investment firms Carlyle (NASDAQ: CG) and SK Capital Partners, announced an amendment to their definitive agreement for the acquisition of bluebird. The revised terms offer bluebird stockholders an alternative buyout option, allowing them to choose between the original deal, which includes a contingent value right (CVR), and a new offer of increased upfront cash without the CVR. According to InvestingPro data, bluebird currently carries a substantial debt burden of $370.53 million, with a market capitalization of just $32.41 million, highlighting the company’s challenging financial position.
The modified agreement now allows stockholders to elect to receive either $3.00 per share plus a CVR of $6.84 per share, payable upon reaching a net sales milestone, or a straightforward $5.00 per share in cash. The CVR represents a potential future payment based on sales performance, while the new option provides immediate cash value. The stock has fallen significantly over the past year, with InvestingPro showing an 84.53% decline, and currently trades near its 52-week low of $3.20.
The bluebird board of directors has unanimously approved the amended agreement and urges stockholders to tender their shares in support of the transaction. The board emphasizes that this transaction remains the only viable option to realize value from their shares, as the company faces the risk of defaulting on its loan agreements with Hercules Capital, potentially leading to bankruptcy or liquidation where stockholders might receive no return. Financial health indicators from InvestingPro support these concerns, with a current ratio of 0.48 indicating the company’s short-term obligations exceed its liquid assets. For a deeper understanding of bluebird’s financial position and future prospects, investors can access the comprehensive Pro Research Report, available exclusively to InvestingPro subscribers, which provides detailed analysis of over 1,400 US stocks.
As of the close of business on Tuesday, about 2.28 million shares of bluebird common stock have been validly tendered and not withdrawn. The tender offer has been extended and is set to expire just after midnight on May 29, 2025.
Stockholders who have already tendered shares and wish to accept the new $5.00 per share offer must withdraw their previous tender and re-tender their shares with the completed election form provided in the Offer to Purchase. Those who have tendered shares and prefer the original offer with the CVR need not take any further action.
Carlyle and SK Capital, which have already secured all necessary regulatory approvals, expect the transaction to be finalized swiftly after the tender offer’s successful completion.
This announcement is based on a press release statement and is intended to inform stockholders of the updated terms and deadlines related to the tender offer. It is not an offer to buy or a solicitation of an offer to sell any securities. Investors and security holders are advised to read the relevant documents filed with the SEC, which contain important information about the tender offer and the merger.
In other recent news, bluebird bio, Inc. has received all necessary regulatory approvals for its acquisition by Carlyle and SK Capital. The biotechnology company’s Board of Directors has unanimously recommended that shareholders tender their shares into this ongoing offer, which includes an upfront payment of $3.00 per share in cash and a contingent value right of $6.84 per share. This acquisition aims to address the risk of bluebird bio defaulting on its loan agreements. Despite an unsolicited proposal from Ayrmid Ltd. offering $4.50 per share upfront, bluebird bio’s board remains committed to the existing agreement with Carlyle and SK Capital. Ayrmid’s offer was non-binding and lacked the necessary financing, leading the board to emphasize the current agreement as the only viable option. The board’s decision follows a strategic review and consideration of alternatives. Investors are encouraged to tender their shares by May 2, 2025, as per the board’s recommendation.
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