SOMERVILLE, Mass. — Carlyle, SK Capital Partners, and bluebird bio have issued updated instructions for stockholders following an amendment to their acquisition agreement, originally announced on May 14, 2025. As part of the revised terms, all stockholders who have previously tendered their shares are now required to re-tender in order for their shares to be valid under the new offer structure.
Under the amended agreement, bluebird stockholders can choose between two payment options: $3.00 per share in cash along with a contingent value right (CVR) worth $6.84 per share payable upon achieving a net sales milestone, or a flat $5.00 per share in cash with no CVR. The revised offer gives stockholders the flexibility to opt for a higher upfront cash payment or the potential long-term value of the CVR.
Shares previously tendered will not be counted unless stockholders re-submit them with a completed and signed letter of election and transmittal. If no action is taken, it will be treated as a withdrawal of those previously tendered shares. The companies have emphasized that stockholders holding shares through brokers or other nominees should act promptly, as intermediary processing deadlines may precede the tender offer’s expiration.
bluebird’s board of directors has unanimously approved the amended deal and continues to recommend that stockholders support the transaction by promptly tendering their shares. The board reiterated that the proposed acquisition remains the only realistic path for shareholders to receive value. Without the transaction, bluebird risks defaulting on its loan agreements with Hercules Capital, and shareholders may receive no compensation in the event of bankruptcy or liquidation.
All necessary regulatory approvals for the transaction were obtained as of May 5, 2025. The tender offer is set to expire at one minute past 11:59 p.m. New York City time on May 29, 2025, with the companies expecting to finalize the transaction soon after a successful tender.
