SOMERVILLE, Mass. — bluebird bio, Inc. (NASDAQ: BLUE) is reminding its stockholders to take immediate action and tender their shares as part of the ongoing acquisition by Carlyle and SK Capital. The tender offer to purchase all outstanding shares of bluebird common stock expires at 11:59 p.m. Eastern Time on May 29, 2025. Shareholders who hold their shares through a broker or other intermediary may face earlier deadlines and are urged to act without delay.
The company also announced that Ayrmid Ltd. has confirmed it will not submit a competing bid to acquire bluebird. This follows bluebird’s amended agreement with Carlyle and SK Capital. In light of this development, the company’s Board of Directors reaffirmed its support for the amended deal and is encouraging all stockholders to tender—or re-tender—their shares in accordance with the revised terms.
bluebird’s leadership emphasized the urgency of the situation, noting that without the required number of shares being tendered, the company risks defaulting on loan agreements with Hercules Capital. In such an event, it is highly unlikely that stockholders would receive any value for their holdings in a bankruptcy or liquidation scenario.
Under the amended agreement, stockholders can choose to receive either $3.00 in cash per share along with a contingent value right (CVR) worth up to $6.84 per share based on future net sales milestones, or a one-time cash payment of $5.00 per share. If no election is made, the default compensation will be the $3.00 cash plus the CVR.
Carlyle and SK Capital have already obtained all necessary regulatory approvals, and the transaction is expected to close shortly after the tender offer period concludes. The final deadline for submitting tenders is one minute after 11:59 p.m. New York City time on May 29, 2025.
Stockholders who previously tendered shares under the original agreement must re-tender them and submit a completed letter of election and transmittal included in the Offer to Purchase. Failure to do so will result in those shares being treated as withdrawn from the offer.
For assistance, stockholders can contact Innisfree M&A Incorporated, the designated Information Agent, at (877) 825-8793.
