Carlyle Group and SK Capital Partners extend Bluebird Bio tender offer amid low participation

USA—Bluebird bio shareholders have been slow to tender their shares in the company’s ongoing sale process, leading the buyers, Carlyle Group and SK Capital Partners, to extend their offer deadline once again.

Originally set to expire on May 12, 2025, the tender offer is now extended to the end of the day on May 28, 2025, U.S. Eastern Daylight Time, according to a recent filing and announcements from the acquirer group.

As of the close of business on May 12, about 2.5 million shares had been tendered, which represents only roughly 25.6% of bluebird bio’s nearly 9.8 million outstanding shares.

 This is well below the required threshold of more than 50% of shares needed to complete the deal.

The buyers have not specified reasons for the slow response, but the low participation has forced them to delay the deadline multiple times.

This latest extension marks the fourth time Carlyle and SK Capital have pushed back the expiration date since the deal was first announced on February 21, 2025.

The acquisition offer values bluebird bio at US$3 per share upfront, with an additional contingent value right (CVR) of US$6.84 per share.

The CVR would be paid only if sales of bluebird’s three commercial gene therapies—Zynteglo, Lyfgenia, and Skysona—reach $600 million over any 12-month period by the end of 2027.

Given that bluebird bio reported total revenue of just US$83.8 million in 2024, reaching this sales target appears unlikely, making the deal’s full value contingent on a challenging milestone.

Without the CVR, the transaction’s value is approximately US$29 million.

Furthermore, under the terms of the deal, bluebird bio risks a default if the merger is not completed by June 20, 2025, which is the final deadline after two possible extensions.

This deadline was initially set for April 25 but has been extended to allow more time for shareholder participation and regulatory approvals, which were secured as of May 5.

Some shareholders may be holding back their shares, hoping for a better offer.

Indeed, a rival bidder named Ayrmid emerged in late March with a more attractive upfront offer of US$4.50 per share.

However, after three weeks of discussions, Ayrmid failed to submit a binding proposal or secure financing, leading Bluebird Bio’s board to unanimously reaffirm its support for the Carlyle-SK deal in mid-April.

The extended deadline means shareholders still have an opportunity to tender their shares without needing to take any additional action if they already participated.

However, brokers and nominees may have earlier processing cutoffs, so shareholders are encouraged to act promptly to ensure their shares are included.

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