Tender Offer - 2seventy bio, Inc.
Form Type: SC TO-T/A
Filing Date: 2025-05-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125017439
Filing Summary: This document represents Amendment No. 4 to the Tender Offer Statement on Schedule TO concerning the third-party tender offer by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, to acquire all outstanding shares of common stock of 2seventy bio, Inc. at a price of $5.00 per share in cash. The offer is subject to various conditions as outlined in the Offer to Purchase, dated April 14, 2025. The amendment includes updates to the information provided in the earlier filings, such as changes to the table detailing the Directors and Executive Officers of the Parent company, specifically regarding the appointment details of Cari Gallman. As of the filing date, all previously disclosed information remains unchanged except for the specified updates.
Document Link: View Document
Additional details:
Tender Offer Price: 5.00
Offeror: Daybreak Merger Sub Inc.
Parent Company: Bristol-Myers Squibb Company
Class Of Securities: Common Stock
Cik Number: 901384107
Form Type: SC 14D9/A
Filing Date: 2025-05-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125017235
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement under Schedule 14D-9, reflecting updates related to a tender offer by Daybreak Merger Sub Inc., a subsidiary of Bristol-Myers Squibb, to acquire 2seventy bio's outstanding shares at $5.00 each. The amendment updates prior filings regarding legal proceedings, disclosures made to avoid litigation, and revisions to financial projections and analyses, including changes relevant to discussions held by the 2seventy bio Board of Directors and management. Specifically, it details discussions of financial projections from 2025 to 2036, recent valuations provided by Goldman Sachs, and outlines complaints filed by stockholders regarding the adequacy of disclosures. These complaints seek injunctions against consummating the transaction and highlight the ongoing discussions about potential strategic transactions. The document emphasizes that 2seventy bio believes all material information has been disclosed and that they will vigorously defend against any legal claims.
Document Link: View Document
Additional details:
Authorized Person: Chip Baird
Address: 60 Binney Street Cambridge, MA 02142
Phone Number: (617) 675-7270
Legal Representation: Goodwin Procter LLP
Legal Representation Address: 100 Northern Avenue Boston, MA 02210
Legal Representation Phone: (617) 570-1000
Offer Price Per Share: $5.00
Previous Filing Date: 2025-04-14
Previous Filing Type: SC 14D-9
Complaints Filed: 2
Demand Letters Received: 16
Waiting Period Expiry: 2025-05-02T23:59:00Z
Form Type: SC TO-T/A
Filing Date: 2025-05-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125017234
Filing Summary: This document is Amendment No. 3 to the Tender Offer Statement on Schedule TO, related to the tender offer by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, to acquire all outstanding shares of common stock of 2seventy bio, Inc. for $5.00 per Share in cash. The amendment updates details regarding antitrust approvals, confirming that both Parent and 2seventy bio submitted necessary filings under the HSR Act and that the waiting period has expired as of May 2, 2025 at 11:59 p.m. Eastern Time. All other information from the previous Schedule TO and Offer Statement remain unchanged. The Offer continues to be subject to other conditions outlined in the Offer to Purchase.
Document Link: View Document
Additional details:
Tender Offer Price: 5.00
Date Premerger Notification: 2025-04-17
Waiting Period Expiry Date: 2025-05-02
Form Type: SC 14D9/A
Filing Date: 2025-04-23
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125014961
Filing Summary: This document is an amendment to 2seventy bio, Inc.'s previous Schedule 14D-9 filing. It relates to the tender offer for the company's common stock by Daybreak Merger Sub Inc., a subsidiary of Bristol-Myers Squibb, at a price of $5.00 per share. The amendment updates the solicitation/recommendation statement and introduces changes to arrangements between the company and its executive officers and directors regarding the tender of shares. Specifically, it clarifies that all executive officers and directors who own shares are required to tender their shares under the same terms as other stockholders, thereby ensuring equal treatment. Detailed ownership information, including shares owned and cash consideration payable for those shares by specific executive officers and directors, is provided. Additionally, it addresses ongoing legal proceedings by stockholders challenging the disclosures in the filing and the company's response strategy. This amendment reflects ongoing updates to secure compliance and transparency regarding the tender offer and related legal matters.
Document Link: View Document
Additional details:
Executive Officers Shares Owned: 3,182,192
Directors Shares Owned: 2,813,335
Cash Consideration Executive Officers: $862,750
Cash Consideration Directors: $10,027,665
Form Type: SC TO-T/A
Filing Date: 2025-04-23
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125014959
Filing Summary: This document is Amendment No. 2 to the Tender Offer Statement on Schedule TO concerning the tender offer by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, to acquire all outstanding shares of common stock of 2seventy bio, Inc. at a price of $5.00 per share in cash. The amendment updates previous filings by incorporating clarifications regarding Tender and Support Agreements involving stockholders of 2seventy bio, including directors and executive officers, who hold approximately 6.0% of shares. Furthermore, it addresses two legal complaints filed by purported stockholders alleging negligent misrepresentation, seeking injunctive relief against the transactions, and demanding certain disclosures. The company intends to vigorously defend against these claims, which indicate potential future legal challenges in relation to the tender offer, as they may influence stockholder decisions and the execution of the offer.
Document Link: View Document
Additional details:
Share Price: 5.00
Stockholder Ownership Percentage: 6.0
Merger Agreement Date: 2025-03-10
Date Of Complaints: 2025-04-16
Date Of Complaints: 2025-04-17
Litigation Status: pending
Form Type: SC 14D9/A
Filing Date: 2025-04-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125014421
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement previously filed by 2seventy bio, Inc. regarding the tender offer by Daybreak Merger Sub Inc., a subsidiary of Bristol-Myers Squibb, to acquire all shares of common stock of 2seventy bio at a price of $5.00 per share. The amendment reflects changes and updates to the original filing, specifically mentioning the filing of a Premerger Notification under the HSR Act by both companies on April 17, 2025. It states that the waiting period for the acquisition will expire on May 2, 2025, unless terminated early or extended due to regulatory requests. The document also expresses the companies' confidence that the acquisition will not violate antitrust laws, while acknowledging the possibility of a legal challenge.
Document Link: View Document
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 901384107
Ceo Name: Chip Baird
Ceo Address: 60 Binney Street Cambridge, MA 02142
Ceo Phone Number: (617) 675-7270
Law Firm: Goodwin Procter LLP
Law Firm Address: 100 Northern Avenue Boston, MA 02210
Law Firm Phone Number: (617) 570-1000
Purchase Price Per Share: $5.00
Waiting Period Expiry: 2025-05-02T23:59:00Z
Form Type: SC TO-T/A
Filing Date: 2025-04-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125014416
Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO for 2seventy bio, Inc. which was initially filed on April 14, 2025. Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, is making a cash offer to acquire all outstanding shares of common stock of 2seventy bio for $5.00 per share. The Amendment No. 1 includes updates to the procedures for tendering shares and adjustments to the description of the filing obligations and approvals related to antitrust laws. The parties, Parent and 2seventy bio, filed a Premerger Notification under the HSR Act on April 17, 2025, and requested early termination of the waiting period, which expires on May 2, 2025, at 11:59 p.m. Eastern Time. The document also details the required documentation for the tendering process and amendments regarding the Notice of Guaranteed Delivery. The contents of the original Schedule TO and Offer to Purchase remain largely unchanged, with specific amends and supplementary information provided for clarity.
Document Link: View Document
Additional details:
Tender Offer Price: 5.00
Tender Offer Period End: 2025-05-02T23:59:00Z
Offeror Name: Daybreak Merger Sub Inc.
Parent Company: Bristol-Myers Squibb Company
Counsel Name: Sandra Leung
Counsel Position: Executive Vice President & General Counsel
Counsel Name 2: Casarine Chong
Counsel Position 2: Senior Vice President & Deputy General Counsel
Filing People: Catherine J. Dargan, Kerry S. Burke, Andrew Fischer, Kyle Rabe
Form Type: SC 14D9
Filing Date: 2025-04-14
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125013644
Filing Summary: 2seventy bio, Inc. filed a Solicitation/Recommendation Statement related to a tender offer by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, to acquire all outstanding shares of common stock of 2seventy bio at a price of $5.00 per share. The merger agreement dated March 10, 2025 details that upon the completion of the offer, 2seventy bio will merge with the Purchaser, continuing as a subsidiary of Bristol-Myers Squibb. The document outlines terms for the cancellation and conversion of both equity awards and common stock upon the effective time of the merger, on details regarding the minimum conditions for the offer's completion, including regulatory approvals and the requirement that a certain percentage of shares be tendered. Additionally, it mentions the treatment of stock options and restricted stock units, which will be converted into cash based on the merger consideration. Executive officers and directors have vested interests in the outcome of the offer and are required to tender their shares.
Document Link: View Document
Additional details:
Tender Offer Price: 5.00
Merger Agreement Date: 2025-03-10
Expiration Time: 2025-05-12
Minimum Condition: more than 50% of total shares issued and outstanding
Form Type: SC TO-T
Filing Date: 2025-04-14
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125013626
Filing Summary: On April 14, 2025, Daybreak Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Bristol-Myers Squibb Company, announced a tender offer to acquire all outstanding shares of common stock of 2seventy bio, Inc. for $5.00 per share in cash. This offer is in accordance with the terms set forth in the Offer to Purchase dated the same day, which details the conditions and procedures for shareholders to participate in the tender offer. The document indicates the offer is a third-party tender under Rule 14d-1. Furthermore, it references related communications and exhibits including letters to brokers, advertisements, and financial agreements relevant to the offer, and confirms that the submission of the Schedule TO is accurate and complete. It highlights the intent of Daybreak Merger Sub to finalize the acquisition as per the agreement made on March 10, 2025, among key parties including 2seventy bio, Bristol-Myers Squibb, and the offeror. The filing includes various documents that provide further details on the financial terms and communications associated with the offer.
Document Link: View Document
Additional details:
Offer Price: 5.00
Subject Company: 2seventy bio, Inc.
Offeror: Daybreak Merger Sub Inc.
Parent Company: Bristol-Myers Squibb Company
Cusip Number: 901384107
Form Type: SC14D9C
Filing Date: 2025-03-14
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525054908
Filing Summary: 2seventy bio, Inc. is involved in a proposed cash tender offer initiated by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, to acquire all outstanding shares of 2seventy bio's common stock. The tender offer is part of a larger merger agreement dated March 10, 2025, where Merger Sub will merge with 2seventy bio, making the latter the surviving entity. This filing serves as a preliminary communication regarding the tender offer, which has not yet commenced but is expected to bring various risks and uncertainties, including regulatory approvals, competing offers, and completion timelines. Additional caution is provided regarding forward-looking statements about the transaction's expected benefits and timing, highlighting the inherent risks in such a corporate action.
Document Link: View Document
Additional details:
Title Of Class: COMMON STOCK, PAR VALUE $0.0001 PER SHARE
Cusp Number: 901384107
Ceo Name: Chip Baird
Ceo Contact: (617) 675-7270
Legal Counsel: Goodwin Procter LLP
Legal Counsel Address: 100 Northern Avenue, Boston, Massachusetts 02210
Legal Counsel Contact: (617) 570-1000
Merger Sub Name: Daybreak Merger Sub Inc.
Parent Company: Bristol-Myers Squibb Company
Merger Agreement Date: 2025-03-10
Form Type: SC TO-C
Filing Date: 2025-03-13
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125008624
Filing Summary: This document serves as a preliminary tender offer statement by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company, for all outstanding common stock of 2seventy bio, Inc. The offer is part of a planned acquisition and follows the execution of a Merger Agreement dated March 10, 2025, between Bristol-Myers Squibb, 2seventy bio, and the Merger Sub. The tender offer has not yet commenced but is intended to be communicated formally in future filings with the SEC, including a tender offer statement on Schedule TO and related documentation. Investors are advised to consider the upcoming tender offer materials before making decisions regarding the tender offer.
Document Link: View Document
Additional details:
Title Of Class Of Securities: Common Stock, par value $0.0001 per share
Cik Number: 901384107
Company Name Of Offeror: Bristol-Myers Squibb Company
Merger Sub Name: Daybreak Merger Sub Inc.
Merger Agreement Date: 2025-03-10
Contact Person Name: Sandra Leung, Esq.
Contact Person Title: Executive Vice President & General Counsel
Contact Person Address: Route 206 & Province Line Road, Princeton, NJ 08543
Contact Person Phone Number: (609) 252-4621
Risk Factors: Including potential delays, competition, and uncertainties regarding share tendering.
Form Type: SC14D9C
Filing Date: 2025-03-11
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525051431
Filing Summary: This document serves as a Solicitation/Recommendation Statement filed by 2seventy bio, Inc. under Section 14(d)(4) of the Securities Exchange Act of 1934. It relates solely to preliminary communications made before the commencement of a tender offer. The filing includes details pertinent to the company's common stock, represented by CUSIP number 901384107. Chip Baird, the Chief Executive Officer, is the primary contact for the firm located at 60 Binney Street, Cambridge, Massachusetts. Legal counsel is provided by Goodwin Procter LLP, with their contact details included. The document incorporates by reference the information set forth under specific items from a Current Report on Form 8-K filed on March 11, 2025.
Document Link: View Document
Additional details:
Title Of Class: COMMON STOCK
Counsel Name: Chip Baird
Counsel Address: 60 Binney Street, Cambridge, Massachusetts, 02142
Counsel Phone: (617) 675-7270
Legal Counsel Firm: Goodwin Procter LLP
Legal Counsel Address: 100 Northern Avenue, Boston, Massachusetts 02210
Legal Counsel Phone: (617) 570-1000
Form Type: SC14D9C
Filing Date: 2025-03-11
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525052030
Filing Summary: This Schedule 14D-9 filing relates to preliminary communications before the planned cash tender offer by Daybreak Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company (Parent), to acquire all outstanding shares of 2seventy bio, Inc. The tender offer will be initiated based on the Merger Agreement dated March 10, 2025. Upon completion, Merger Sub will merge into 2seventy bio, making it the surviving corporation. Relevant communications include an email from CEO Chip Baird to employees and postings on social media platforms. Cautionary notes disclose that forward-looking statements about the acquisition's timing, operational benefits, and risks should be considered with care. The tender offer is not yet underway, and this document is for informational purposes only, urging investors to read the upcoming offer materials closely.
Document Link: View Document
Additional details:
Title Of Class: COMMON STOCK
Cusip Number: 901384107
Ceo Name: Chip Baird
Ceo Contact: (617) 675-7270
Law Firm: Goodwin Procter LLP
Law Firm Contact: (617) 570-1000
Comments
No comments yet. Be the first to comment!