bluebird stockholders to receive $3.00 per
share in cash and a contingent value right of $6.84 per share in
cash payable upon achievement of a net sales milestone, contingent
upon offer conditions
bluebird’s Board of Directors determined this
transaction is in the best interest of stockholders following a
comprehensive review of strategic alternatives
Carlyle and SK Capital, in collaboration with a
team of highly experienced biotech executives led by David Meek, to
support bluebird’s growth
bluebird bio, Inc. (NASDAQ: BLUE) (“bluebird”) today announced
that it has entered into a definitive agreement to be acquired by
funds managed by global investment firms Carlyle (NASDAQ: CG) and
SK Capital Partners, LP (“SK Capital”) in collaboration with a team
of highly experienced biotech executives. David Meek, former CEO of
Mirati Therapeutics and Ipsen, is expected to become CEO of
bluebird upon closing. Carlyle and SK Capital will provide bluebird
primary capital to scale bluebird’s commercial delivery of gene
therapies for patients with sickle cell disease, β-thalassemia, and
cerebral adrenoleukodystrophy.
Under the terms of the agreement, bluebird stockholders will
receive $3.00 per share in cash and a contingent value right per
share, entitling the holder to a payment of $6.84 in cash per
contingent value right if bluebird’s current product portfolio
achieves $600 million in net sales in any trailing 12-month period
prior to or ending on December 31, 2027, for a potential total
value of up to $9.84 per share in cash, subject to the tender of a
majority of the outstanding shares of bluebird, receipt of
applicable regulatory approvals, and other customary closing
conditions. bluebird's Board of Directors (the “bluebird Board”)
unanimously approved the agreement and recommends that stockholders
tender their shares. Following a comprehensive review of bluebird’s
strategic alternatives, including meeting with more than 70
potential investors and partners over a period of five months, and
a third and final denial by the Federal Drug Administration of
bluebird’s appeal for a priority review voucher, the bluebird Board
determined that, absent a significant infusion of capital, bluebird
is at risk of defaulting on its loan covenants. The bluebird Board
has decided that this transaction is the only viable solution to
generate value for stockholders. Additional details on the process
will be available in bluebird’s Solicitation/Recommendation
Statement on Schedule 14D-9, which will be filed with the U.S.
Securities and Exchange Commission (“SEC”).
“For more than a decade, bluebird has been at the forefront of
gene therapy, delivering groundbreaking treatments to patients
facing life-threatening genetic diseases,” said Andrew Obenshain,
current CEO of bluebird. “However, as our financial challenges
mounted, it became clear that securing the right strategic partner
was critical to maximizing value for our stockholders and ensuring
the long-term future of our therapies. After an extensive review
process, this acquisition represents the best path forward –
maximizing value for stockholders and bringing significant capital,
commercial expertise, and a commitment to provide more patients the
opportunity to benefit from potentially transformative gene
therapies.”
David Meek commented, “bluebird is built on an extraordinary
legacy of scientific breakthroughs, and we are committed to
unlocking its full potential for patients. With the backing of
Carlyle and SK Capital, we will bring the capital and commercial
capabilities needed to accelerate and expand patient access to
bluebird’s life-changing gene therapies.”
“Carlyle’s healthcare and Abingworth teams have significant
experience investing in biopharma and are excited about what lies
ahead for bluebird. We look forward to working with David and SK
Capital to drive bluebird’s future growth and mission of delivering
its therapies to improve patient outcomes,” said Joe Bress, Carlyle
Partner and Global Co-Head of Healthcare. Bali Muralidhar, Partner
and Chief Investment Officer & COO of Abingworth, Carlyle’s
life sciences investment franchise, added, “Over the past decade,
we have tracked and been impressed by bluebird’s success in
researching and developing breakthrough gene therapies for large,
unmet medical needs. Joining forces with Carlyle enables us to
collaborate in supporting companies like bluebird in
commercializing their innovations for patients.”
Aaron Davenport, Managing Director at SK Capital, commented, “SK
Capital has deep experience in the life sciences sector. We have
long admired bluebird’s scientific leadership, dedicated focus on
severe genetic diseases, and track record of successful product
development and launch. We are excited to partner with David and
Carlyle to invest in and accelerate the delivery of bluebird’s
pioneering gene therapies to needing patients.”
Transaction Details
Under the terms of the agreement, bluebird stockholders will
receive $3.00 per share in cash and a contingent value right per
share, entitling the holder to a payment of $6.84 in cash per
contingent value right if bluebird’s current product portfolio
achieves $600 million in net sales in any trailing 12-month period
prior to or ending on December 31, 2027.
The transaction is expected to close in the first half of 2025,
subject to the tender of a majority of the outstanding shares of
bluebird, receipt of applicable regulatory approvals, and other
customary closing conditions. bluebird has also entered into
amendments to its loan agreement with Hercules Capital, Inc. to
facilitate adequate liquidity to position it to maintain operations
through the closing.
Upon completion of the transaction, bluebird will become a
privately held company, and shares of bluebird common stock will no
longer be listed on any public market.
Leerink Partners is acting as bluebird’s financial advisor, and
Latham & Watkins LLP is serving as legal counsel to bluebird.
Bourne Partners is acting as financial advisor to Carlyle and SK
Capital, and Wachtell, Lipton, Rosen & Katz, Kirkland &
Ellis LLP, and Orrick, Herrington & Sutcliffe are serving as
legal advisors to Carlyle and SK Capital.
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,
β-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.
About Carlyle
Carlyle (NASDAQ: CG) is a global investment firm with deep
industry expertise that deploys private capital across its business
and conducts its operations through three business segments: Global
Private Equity, Global Credit and Global Investment Solutions. With
$441 billion of assets under management as of December 31, 2024,
Carlyle's purpose is to invest wisely and create value on behalf of
its investors, portfolio companies and the communities in which we
live and invest. Carlyle employs more than 2,300 people in 29
offices across four continents. Further information is available at
www.carlyle.com. Follow Carlyle on X @OneCarlyle and LinkedIn at
The Carlyle Group.
About SK Capital
SK Capital is a transformational private investment firm with a
disciplined focus on the life sciences, specialty materials, and
ingredients sectors. The firm seeks to build resilient,
sustainable, and growing businesses that create substantial
long-term value. SK Capital aims to utilize its industry,
operating, and investment experience to identify opportunities to
transform businesses into higher performing organizations with
improved strategic positioning, growth, and profitability, as well
as lower operating risk. SK Capital’s portfolio of businesses
generates revenues of approximately $12 billion annually, employs
more than 25,000 people globally, and operates more than 200 plants
in over 30 countries. The firm currently has approximately $9
billion in assets under management. For more information, please
visit www.skcapitalpartners.com.
Additional Information and Where to Find It
The tender offer in connection with the transaction described
above has not yet commenced. 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 will only be made pursuant to a Tender
Offer Statement on Schedule TO, including an offer to purchase, a
letter of transmittal and other related materials, that Beacon
Parent Holdings, L.P. (“Parent”) and Beacon Merger Sub, Inc.
(“Merger Sub”) intend to file with the SEC. In addition, bluebird
will file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. Once filed,
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, any such documents filed with or
furnished to the SEC by (i) bluebird under the “Investors &
Media” section of bluebird’s website at www.bluebirdbio.com or (ii)
by Parent and Merger Sub 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 WHEN THEY BECOME AVAILABLE, 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 above 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 current
beliefs and expectations and include, but are not limited to,
statements regarding beliefs about the potential benefits of the
transaction; the considerations taken into account and the
determination by the Board in approving the transaction; the
planned completion and timing of the transactions contemplated by
the Agreement and Plan of Merger, dated as of February 21, 2025
(the “Merger Agreement”), by and among bluebird, Parent and Merger
Sub; and the prospective performance and outlook of the surviving
company’s business, performance, and opportunities. Risks and
uncertainties that could cause results to differ from expectations
include: uncertainties as to the timing and completion of the
tender offer and the merger; uncertainties as to the percentage of
bluebird stockholders tendering their shares in the tender offer;
the possibility that competing offers will be made; the possibility
that various closing conditions for the tender 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 tender offer and
the merger or in the event of a termination of the Merger
Agreement; the risk that the milestone related to the contingent
value rights 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; and other risks and uncertainties
pertaining to bluebird’s business, including the risks and
uncertainties detailed in bluebird’s public periodic filings with
the SEC, as well as the tender offer materials to be filed by
Parent and Merger Sub and the Solicitation/Recommendation Statement
on Schedule 14D-9 to be filed by bluebird in connection with the
tender offer.
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 bluebird undertakes no obligation to
revise or update these statements to reflect events or
circumstances after the date hereof, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250221469479/en/
Investors & Media Contacts
Bluebird
Investors: Courtney O’Leary 978-621-7347
coleary@bluebirdbio.com
Media: Jess Rowlands 857-299-6103
jess.rowlands@bluebirdbio.com
Carlyle
Media: Brittany Berliner +1 (212) 813-4839
brittany.berliner@carlyle.com
SK Capital
Ben Dillon +1(646)-278-1353
bdillon@skcapitalpartners.com
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