M&A - 2seventy bio, Inc.

Form Type: 8-K

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000114036125018514

Filing Summary: On May 13, 2025, 2seventy bio, Inc. completed a merger with Bristol-Myers Squibb Company through its wholly owned subsidiary, Daybreak Merger Sub Inc., under the terms of a previously announced merger agreement dated March 10, 2025. Pursuant to a tender offer that commenced on April 14, 2025, Bristol-Myers Squibb sought to acquire all outstanding shares of common stock of 2seventy bio for $5.00 per share. As of the expiration time on May 12, 2025, approximately 81.8% of shares were validly tendered. Following the acceptance of shares, the merger was finalized without a stockholder meeting, with 2seventy bio becoming a wholly owned subsidiary of Bristol-Myers Squibb. As part of the merger process, all unexercised stock options and restricted stock units were also converted or canceled based on the merger terms. Additionally, effective the same day, 2seventy bio terminated its existing Employee Stock Purchase Plan and Stock Option and Incentive Plan. The company also notified Nasdaq of the merger and requested to delist its shares.

Form Type: POS AM

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125018522

Filing Summary: On May 13, 2025, 2seventy bio, Inc. filed a Post-Effective Amendment to its Registration Statement on Form S-3 (No. 333-268222) following the execution of a Merger Agreement with Bristol-Myers Squibb Company and its subsidiary, Daybreak Merger Sub Inc. On this date, Merger Sub merged with 2seventy bio, Inc., with 2seventy bio, Inc. surviving as a wholly owned subsidiary of Bristol-Myers Squibb. Concurrently, 2seventy bio has terminated all offerings of its securities under the aforementioned Registration Statement and has deregistered any unsold securities. This filing updates the SEC on these events and reflects the removal of securities from registration.

Form Type: S-8 POS

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125018518

Filing Summary: On May 13, 2025, 2seventy bio, Inc. completed a merger with Bristol-Myers Squibb Company, where 2seventy bio became a wholly owned subsidiary of Bristol-Myers Squibb. This document is a Post-Effective Amendment to multiple Registration Statements on Form S-8 filed by 2seventy bio with the SEC, which include registrations for shares of common stock under the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan. Following the merger, 2seventy bio has terminated all offerings of its securities under these previous Registration Statements. As per the requirements of the SEC, the Registrant has removed from registration any unsold securities that were previously registered.

Form Type: S-8 POS

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125018519

Filing Summary: On May 13, 2025, 2seventy bio, Inc. completed a merger with Bristol-Myers Squibb Company, where 2seventy bio, Inc. became a wholly owned subsidiary of Bristol-Myers Squibb. This filing serves as a post-effective amendment to various prior Registration Statements on Form S-8. The Registrant has terminated all offerings of securities under these statements and has deregistered any unsold securities as required. This merger is reflected in the document, along with a summary of previously registered shares under the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan, totalling over 12 million shares previously registered.

Form Type: S-8 POS

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125018520

Filing Summary: On May 13, 2025, 2seventy bio, Inc. underwent a merger, where Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Bristol-Myers Squibb Company. This document serves as a Post-Effective Amendment relating to Registration Statements on Form S-8. The Registrant had previously filed multiple Registration Statements for a total of 12,586,675 shares of common stock under the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan. Following the merger, the Registrant has terminated all offerings of its securities as of the date, thereby removing any unsold securities from registration in accordance with the applicable securities regulations. The document confirms the Registrant’s compliance with Securities Act requirements for filing as a smaller reporting and emerging growth company.

Form Type: S-8 POS

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125018521

Filing Summary: On May 13, 2025, 2seventy bio, Inc. merged with and into Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb, under the terms of the Merger Agreement entered into on March 10, 2025. As a result of the merger, 2seventy bio, Inc. became a wholly owned subsidiary of Bristol-Myers Squibb. Following this merger, the Registrant terminated its securities offerings pursuant to several prior Registration Statements. This document serves as a Post-Effective Amendment to deregister any unsold securities that were previously registered under those statements. The relevant shares of common stock associated with the 2021 Stock Option and Incentive Plan, and the 2021 Employee Stock Purchase Plan are outlined in the context of this merger and subsequent deregistration.

Form Type: SC 14D9/A

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125018512

Filing Summary: On May 13, 2025, 2seventy bio, Inc. announced the completion of its acquisition by Bristol-Myers Squibb through a tender offer conducted by Daybreak Merger Sub Inc., a subsidiary of Bristol-Myers Squibb. The tender offer expired on May 12, 2025, with 43,542,774 shares validly tendered, equating to approximately 81.8% of the outstanding shares. As a result of the merger, all shares (with certain exceptions) were canceled and converted into the right to receive $5.00 in cash. Following the merger, 2seventy bio became a wholly owned subsidiary of Bristol-Myers Squibb, and its shares have ceased trading on The Nasdaq Global Select Market. Bristol-Myers Squibb will also initiate termination of the registration of 2seventy bio shares under the Exchange Act and suspend its reporting obligations.

Form Type: SC TO-T/A

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125018510

Filing Summary: This Amendment No. 5 to the Tender Offer Statement on Schedule TO relates to Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, offering to acquire all outstanding shares of common stock of 2seventy bio, Inc. for $5.00 per share in cash. The Tender Offer expired on May 12, 2025, with 43,542,774 shares validly tendered, representing approximately 81.8% of the outstanding shares. On May 13, 2025, all shares tendered were accepted for payment, and the merger was effectuated without a vote of the stockholders, resulting in 2seventy bio continuing as a wholly owned subsidiary of Bristol-Myers Squibb. The shares of 2seventy bio ceased trading on Nasdaq and plan to terminate their registration and suspend reporting obligations under the Exchange Act.

Form Type: 10-Q

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000186078225000037

Filing Summary: This 10-Q report provides a comprehensive overview of 2seventy bio, Inc.'s financial performance for the quarter ending March 31, 2025. The company reported total revenues of $22,938,000, which included significant collaborative arrangement revenue of $19,144,000 and a decrease in service revenue compared to the same period last year. Operating expenses totaled $25,458,000, reflecting increased costs in research and development. The company announced a planned merger with Bristol-Myers Squibb Company, detailed under the BMS Merger Agreement dated March 10, 2025. This merger is expected to influence operational strategies and financial forecasts significantly. A recent uptick in stockholder's equity was noted, with total stockholders' equity reaching $213,961,000 as of March 31, 2025. The report discusses various risks associated with the merger, the commercialization of Abecma, and the impact of financial performance amid ongoing restructuring efforts. Key focus areas include the continued development of Abecma, alongside the sale of oncology and autoimmune research programs to other biopharmaceutical companies.

Form Type: NT 10-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000186078225000012

Filing Summary: 2seventy bio, Inc. filed a notification of late filing for its Annual Report on Form 10-K for the period ended December 31, 2024. The delay is attributed to the time and resources required to negotiate a proposed acquisition by Bristol-Myers Squibb Company as detailed in the Agreement and Plan of Merger dated March 10, 2025. Additionally, the Company is completing its 2024 financial statement close and related financial reporting process. The Company intends to file the Annual Report within the allowed fifteen-day extension period under Rule 12b-25 of the Securities Exchange Act of 1934.

Form Type: SC14D9C

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525054047

Filing Summary: This Schedule 14D-9 filing relates to preliminary communications made prior to the commencement of a planned cash tender offer (the 'Offer') by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, to acquire all issued and outstanding shares of common stock of 2seventy bio, Inc. The merger is expected to be executed according to the Agreement and Plan of Merger dated March 10, 2025. Upon the Offer's consummation, Merger Sub will merge into the Company with 2seventy bio as the surviving entity. The document includes a cautionary note regarding forward-looking statements, outlining potential risks associated with the acquisition, including the timing of the tender offer, shares to be tendered, possible legal proceedings, and competing offers. It emphasizes that this document does not constitute an offer to purchase or a solicitation of an offer to sell shares and suggests that the detailed terms will be provided in the tender offer statement, set to be filed by BMS and Merger Sub.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525051427

Filing Summary: On March 10, 2025, 2seventy bio, Inc. entered into a Merger Agreement with Bristol-Myers Squibb (BMS) and Daybreak Merger Sub Inc. The agreement provides for a cash tender offer to acquire all issued shares of 2seventy bio at $5.00 per share. The offer will expire 20 business days after commencement. Following the tender offer, a merger will occur, with 2seventy bio becoming a wholly owned subsidiary of BMS, and stockholders will receive cash for their shares. There are specific conditions for the offer, including approval requirements and satisfying certain material conditions. The Company has also agreed to “no-shop” restrictions, limiting solicitation of alternative offers. A termination fee of $10 million is applicable under certain circumstances. The board of directors of 2seventy bio unanimously approved the deal and advised stockholders to accept the offer. Details regarding the treatment of options, RSUs, and warrants are outlined, and stockholders have entered into Tender and Support Agreements to tender their shares. A press release was issued the same day announcing the agreement.