M&A - 2seventy bio, Inc.

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.

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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.

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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.

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