Tender Offer - bluebird bio, Inc.
Form Type: SC 14D9/A
Filing Date: 2025-05-20
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525123190
Filing Summary: This document is Amendment No. 13 to the Schedule 14D-9 solicitation/recommendation statement filed by bluebird bio, Inc. with the SEC. It pertains to the tender offer initiated by Beacon Merger Sub, Inc., a wholly owned subsidiary of Beacon Parent Holdings, L.P. The tender offer allows shareholders to choose between receiving either (a) $3.00 in cash plus one contingent value right (CVR) per share, which can lead to an additional payment upon achieving certain milestones, or (b) $5.00 in cash per share. The amendment reflects updates related to the tender offer outlined in the Offer to Purchase and related documents. Included in the exhibit section of this amendment are communications sent to employees, including an email from the Chief Legal Officer dated May 20, 2025, and an election form for tendering shares, also dated May 20, 2025. The document reaffirms that except for the updates detailed in this amendment, all information previously provided remains unchanged.
Additional details:
Exhibit Number: (a)(5)(II)
Description: Email from Joe Vittiglio, Chief Legal Officer of bluebird bio, sent to employees and former employees, dated May 20, 2025.
Exhibit Number: (a)(5)(JJ)
Description: Election Form to Tender Shares of Common Stock of bluebird bio, Inc., dated May 20, 2025.
Form Type: SC 14D9/A
Filing Date: 2025-05-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525121738
Filing Summary: This document serves as Amendment No. 12 to the Solicitation/Recommendation Statement under Schedule 14D-9 filed by bluebird bio, Inc. related to the tender offer by Beacon Merger Sub, Inc. and Beacon Parent Holdings, L.P. The tender offer allows stockholders to choose between two payment options: $3.00 in cash per share plus contingent value rights for potential additional payment, or $5.00 in cash per share. As of May 12, 2025, approximately 2,502,927 shares had been tendered. The document highlights updates in the recommendation and communication with stockholders, reflecting changes regarding the offer price options and confirming the amendment to the Merger Agreement. Additional press releases and stockholder communications dated May 16, 2025, are also referenced as part of the filing.
Additional details:
Title Of Class: Common Stock
Cusip Number: 09609G209
Offer Price Details: $3.00 in cash with contingent value rights or $5.00 in cash
Tendered Shares: 2,502,927 shares
Form Type: SC 14D9/A
Filing Date: 2025-05-14
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525119441
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement filed by bluebird bio, Inc. concerning a tender offer initiated by Beacon Merger Sub, Inc. on March 7, 2025. The tender offer is structured to allow stockholders to elect between two consideration options: (i) $3.00 in cash plus one contingent value right (CVR) per share for potential additional payment of $6.84 upon achieving a specified milestone, or (ii) an all-cash option of $5.00 per share. The expiration time of the Offer has been extended to one minute after 11:59 p.m. on May 29, 2025. The document details the ongoing acquisition process, updates the recommendations from the Company Board, discusses the financial implications for stockholders, and outlines the terms of the Merger Agreement which will be executed post-acceptance of the tender offer. Furthermore, it includes legal proceedings against the company and the rationale for the tender offer recommendations made by the company's Board, emphasizing their belief that the Offer is in the best interests of the stockholders.
Additional details:
Merger Agreement Date: February 21, 2025
Cash Consideration: $3.00 or $5.00 per Share
Contingent Value Right: $6.84 per Share if milestone is achieved
Expiration Time: May 29, 2025, at 11:59 p.m.
Executive Officers Stock Owned: 45,919 Shares
Shares Tendered By Date: 2,281,724 Shares as of May 13, 2025
Form Type: SC 14D9/A
Filing Date: 2025-05-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525118265
Filing Summary: bluebird bio, Inc. filed Amendment No. 10 to the Solicitation/Recommendation Statement on Schedule 14D-9 regarding a tender offer by Beacon Merger Sub, Inc., an indirect wholly owned subsidiary of Beacon Parent Holdings, L.P. The amendment updates the expiration date of the tender offer to May 28, 2025, which was previously set for May 12, 2025. As of the close of business on May 12, 2025, approximately 2,502,927 shares of bluebird bio have been validly tendered. The tender offer includes an offer price of $3.00 in cash per share plus one contingent value right per share worth $6.84, payable upon meeting certain milestones. The amendment reflects additional language regarding the Merger Agreement and notes the incorporation of a press release issued on May 13, 2025, by Carlyle, SK Capital, and Parent.
Additional details:
Tender Offer Expiration Date: 2025-05-28
Tender Offer Closing Amount: 3.00
Tender Offer Cvr Value: 6.84
Shares Validly Tendered: 2502927
Form Type: SC 14D9/A
Filing Date: 2025-05-09
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525116496
Filing Summary: This document is Amendment No. 9 to the Solicitation/Recommendation Statement filed by bluebird bio, Inc. regarding a tender offer initiated by Beacon Merger Sub, Inc., a wholly owned subsidiary of Beacon Parent Holdings, L.P. The tender offer is for all outstanding shares of bluebird bio at a price of $3.00 per share in cash, coupled with one contingent value right (CVR) per share, which represents a potential additional payment of $6.84 upon the achievement of certain milestones defined in a separate agreement. The amendment updates previous filings made on March 7, 2025, concerning specifics of the tender offer and incorporates the press release dated May 9, 2025, detailing further developments regarding the offer.
Additional details:
Exhibit Number: (a)(5)(Y)
Description: Press Release issued by the Company, dated May 9, 2025.
Closing Amount: $3.00
Cv R Value: $6.84
Form Type: SC 14D9/A
Filing Date: 2025-05-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525113316
Filing Summary: This document is Amendment No. 8 to the Schedule 14D-9 filed by bluebird bio, Inc. on March 7, 2025, relating to a tender offer by Beacon Merger Sub, Inc., a wholly owned subsidiary of Beacon Parent Holdings, L.P., to purchase all outstanding shares of bluebird bio, Inc. for $3.00 in cash per Share plus one contingent value right (CVR) entitling the holder to receive a contingent payment of $6.84. The filing provides updates on discussions regarding potential financing transactions and the involvement of financial advisors. The document highlights that due to the lack of interest from third parties, the Company engaged Leerink Partners to lead discussions for strategic alternatives, including the possibility of a merger or acquisition. The Company also emphasizes its strategic decisions related to the negotiation terms of the proposals received and the structure of the tender offer. Item 4 specifically addresses the solicitation and recommendation concerning the tender offer, reiterating the belief that disclosures made in the original filing met legal requirements, while updating shareholders about the offer's progress and other considerations.
Additional details:
Name Of Adjacent Company: Beacon Parent Holdings, L.P.
Merger Sub Name: Beacon Merger Sub, Inc.
Offer Price: $3.00 in cash per Share plus CVR of $6.84
Confidential Agreement Details: Thirteen parties entered into confidentiality agreements regarding potential acquisition discussions.
Transaction Committee Members: Mike Cloonan, Andrew Obenshain, Richard Paulson, Mark Vachon
Financial Advisor: Leerink Partners LLC
Transaction Strategy: Conduct outreach for a debt or equity financing transaction.
Tender Offer Statement: Filed on March 7, 2025, as Schedule TO.
Form Type: SC 14D9/A
Filing Date: 2025-05-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525112889
Filing Summary: This document is Amendment No. 7 to the Schedule 14D-9 filed by bluebird bio, Inc. relating to the tender offer by Beacon Merger Sub, Inc. to purchase all outstanding shares of bluebird bio's common stock for $3.00 in cash per share, plus one contingent value right (CVR) that allows for an additional payment of $6.84 contingent upon certain milestones. The amendment notes that all regulatory approvals under the Merger Agreement have been obtained as of May 5, 2025. This document includes updates to the previous Solicitation/Recommendation Statement and specifies new exhibits such as a press release, an employee email, and a FAQ document all dated May 5, 2025, with an emphasis on the changes made since the last filing.
Additional details:
Regulatory Approvals Status: All regulatory approvals required under the Merger Agreement have been obtained
Offer Price: $3.00 in cash per share, plus one CVR representing a right to receive $6.84
Date Of Approval: 2025-05-05
Exhibits Added: [{"exhibit_number":"(a)(5)(V)","description":"Press Release issued by Carlyle, SK Capital Parent, and bluebird bio"},{"exhibit_number":"(a)(5)(W)","description":"Email from Andrew Obenshain, Chief Executive Officer of bluebird bio, sent to employees"},{"exhibit_number":"(a)(5)(X)","description":"Frequently Asked Questions"}]
Form Type: SC 14D9/A
Filing Date: 2025-05-02
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525110694
Filing Summary: This Amendment No. 6 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by bluebird bio, Inc. relates to the tender offer initiated by Beacon Merger Sub, Inc., a subsidiary of Beacon Parent Holdings, L.P., to purchase all outstanding shares of bluebird bio, Inc. for a total of $3.00 in cash per share, plus one contingent value right (CVR) entitling shareholders to an additional payment of $6.84 upon achieving certain milestones. The expiration date of this tender offer has been extended to May 12, 2025. As of May 1, 2025, 936,791 shares were tendered. The amendment provides updates to the information in the previous filings and includes details from the Offer to Purchase and the related schedules and documents.
Additional details:
Item Number: 2_identity_and_background_of_filing_person
Expiration Time: 2025-05-12 23:59:00
Tender Offer Price: $3.00 in cash plus one CVR
Form Type: SC 14D9/A
Filing Date: 2025-04-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525082108
Filing Summary: On April 16, 2025, bluebird bio, Inc. filed Amendment No. 5 to its Solicitation/Recommendation Statement regarding a tender offer initiated by Beacon Merger Sub, Inc. The amendment informs of an extension for the expiration date of the tender offer from April 18, 2025 to May 2, 2025, allowing shareholders additional time to participate. The statement reveals that by April 15, 2025, approximately 700,288 shares have been validly tendered. The Company also reaffirmed its recommendation for shareholders to accept the offer and tender their shares. Furthermore, the document details ongoing legal actions against the Company, including previously filed lawsuits and demands for disclosure related to the tender offer, asserting claims about incomplete and misleading information. The company maintains that these claims are without merit and continues to engage with shareholders and legal entities regarding the transactions.
Additional details:
Tender Offer Price: $3.00
Contingent Value Right: $6.84
Expiration Time: May 2, 2025
Shares Tendered: 700,288
Lawsuits: Laughlin v. bluebird bio, Inc. (N.D. Ill.), Smith v. bluebird bio, Inc. (N.D. Ill.), Jones v. bluebird bio, Inc. (Sup. Ct. N.Y. Cnty.), Kent v. bluebird bio, Inc. (Sup. Ct. N.Y. Cnty.)
Form Type: SC 14D9/A
Filing Date: 2025-04-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525078071
Filing Summary: This Amendment No. 4 updates the Solicitation/Recommendation Statement filed by bluebird bio, Inc. related to the tender offer from Beacon Merger Sub, Inc., an indirect subsidiary of Beacon Parent Holdings, L.P. The offer aims to purchase all outstanding shares of bluebird bio in exchange for $3.00 in cash per share plus one contingent value right (CVR) entitling shareholders to an additional payment of $6.84 upon the achievement of specified milestones. This amendment adds new exhibits to the Schedule 14D-9, including an email from CEO Andrew Obenshain dated April 10, 2025, and an Election Form for tendering shares, both dated April 10, 2025. The original Solicitation/Recommendation Statement remains unchanged except for these updates.
Additional details:
Exhibit Number: (a)(5)(L)
Description: Email from Andrew Obenshain, Chief Executive Officer of bluebird bio, sent to employees and former employees, dated April 10, 2025.
Exhibit Number: (a)(5)(M)
Description: Election Form to Tender Shares of Common Stock of bluebird bio, Inc., dated April 10, 2025.
Form Type: SC 14D9/A
Filing Date: 2025-04-03
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525071865
Filing Summary: This Amendment No. 3 updates the Solicitation/Recommendation Statement on Schedule 14D-9, originally filed on March 7, 2025, regarding the tender offer by Beacon Merger Sub, Inc. to purchase all outstanding shares of bluebird bio, Inc. for $3.00 in cash per share, plus one contingent value right (CVR) for an additional $6.84 payable upon achieving specific milestones. The Offer, initially set to expire on April 4, 2025, has now been extended to April 18, 2025. The document also outlines an unsolicited proposal from Ayrmid Ltd to acquire the company for $4.50 per share, which the Company Board is considering while maintaining their recommendation for the ongoing merger. Additionally, legal proceedings initiated by purported stockholders claiming incomplete and misleading information regarding the tender offer are mentioned, with the Company asserting that the claims lack merit.
Additional details:
Tender Offer Price: $3.00
Contingent Value Right Value: $6.84
Expiration Time: April 18, 2025
Ayrmid Proposal Price: $4.50
Form Type: SC 14D9/A
Filing Date: 2025-03-31
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525067369
Filing Summary: This document is an Amendment No. 2 to the Solicitation/Recommendation Statement filed by bluebird bio, Inc. and relates to a tender offer by Beacon Merger Sub, Inc., an indirect wholly owned subsidiary of Beacon Parent Holdings, L.P. The tender offer is for all outstanding shares of bluebird bio, Inc. at a price of $3.00 per share in cash, plus a contingent value right (CVR) that entitles holders to receive $6.84 upon achieving specified milestones. The offer is detailed in the Offer to Purchase dated March 7, 2025, which is referenced along with related documents in the text. The amendment updates Item 9 of the original filing to include a new exhibit, which is an email from the CEO of bluebird bio to employees, dated March 28, 2025. The filing confirms that other information in the original statement remains unchanged.
Additional details:
Date Sent: 2025-03-28
Exhibit Number: (a)(5)(J)
Description: Email from Andrew Obenshain, Chief Executive Officer of bluebird bio, sent to employees.
Form Type: SC 14D9/A
Filing Date: 2025-03-28
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525067187
Filing Summary: This Amendment No. 1 to the Solicitation/Recommendation Statement under Schedule 14D-9 is filed by bluebird bio, Inc. to amend and supplement the initial filing from March 7, 2025. It relates to a tender offer made by Beacon Merger Sub, Inc., an indirect wholly owned subsidiary of Beacon Parent Holdings, L.P., to purchase all outstanding shares of bluebird bio's common stock for $3.00 in cash per share, plus a contingent value right (CVR) allowing for an additional $6.84 per share contingent on future milestones. The document outlines the details of the offer, including the conditions, and references associated documents filed with the SEC. The filing also includes an amendment regarding the exhibits, particularly referencing a press release dated March 28, 2025, and confirms that the information in the original Schedule 14D-9 remains unchanged, except for the updates indicated in this amendment.
Additional details:
Title Of Class Of Securities: Common Stock, par value $0.01 per share
Cusp Number Of Class Of Securities: 09609G 209
Closing Amount: $3.00
Cv R Payment: $6.84
Exhibit Number: (a)(5)(I)
Form Type: SC14D9C
Filing Date: 2025-02-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525031358
Filing Summary: This document is a Schedule 14D-9 Solicitation/Recommendation Statement filed by bluebird bio, Inc. in relation to a tender offer. It confirms that the filing relates solely to preliminary communications made before the commencement of the tender offer. The relevant details include the identification of bluebird bio, Inc. as both the subject company and the entity filing the statement. It mentions the CUSIP Number 09609G 209 for the Common Stock of the company. The document also provides the contact information for Andrew Obenshain, President and CEO, and the legal representatives from Latham & Watkins LLP.
Additional details:
Title Of Class Of Securities: Common Stock, $0.01 par value per share
Cusip Number: 09609G 209
Contact Person Name: Andrew Obenshain
Contact Person Title: President and Chief Executive Officer
Contact Person Address: 455 Grand Union Boulevard Somerville, Massachusetts 02145
Contact Person Phone: (339) 499-9300
Legal Representative Name: R. Scott Shean, Andrew Clark, Brian R. Umanoff
Legal Representative Firm: Latham & Watkins LLP
Legal Representative Address: 650 Town Center Drive, 20th Floor, Boston, Massachusetts 92626
Legal Representative Phone: (714) 540-1235
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