Ayrmid misses deadline for detailed offer to top private equity bid for bluebird

Ayrmid Fails to Secure Financing for Bluebird Bio Acquisition

Ayrmid Ltd. has failed to deliver a binding acquisition offer for gene therapy company bluebird bio (NASDAQ:
BLUE) despite three weeks of engagement and an additional four-day extension. This development leaves the original $3.00 per share offer from private equity firms Carlyle and SK Capital as the only viable option for the financially struggling biotech company.

Deal Background

Bluebird bio, once a pioneering gene therapy company valued at $10 billion, had reached a definitive agreement on February 21, 2025, to be acquired by Carlyle and SK Capital for:

  • $3.00 per share in upfront cash payment
  • A contingent value right (CVR) of $6.84 per share upon achieving certain net sales milestones27

On March 28, 2025, Ayrmid (parent company of cell therapy firm Gamida Cell) made an unsolicited non-binding proposal offering:

  • $4.50 per share in upfront cash (50% higher than the Carlyle/SK offer)
  • The same $6.84 per share contingent value right45

Why the Higher Offer Failed

After receiving Ayrmid's higher offer, bluebird's board agreed to a two-week period of confirmatory due diligence, later extending it by four additional days at Ayrmid's request3. However, by April 16, 2025, Ayrmid had failed to:

  1. Submit a binding acquisition proposal
  2. Secure the necessary financing to complete the transaction35

"Ayrmid's proposal remains highly conditional, despite an extension to the previously agreed-upon timeline to complete confirmatory diligence and submit a binding offer," said Mark Vachon, chairman of the bluebird bio Board of Directors6.

Financial Context

Bluebird's decision to proceed with the lower offer comes amid significant financial distress:

  • The company faces "significant risk of defaulting on its loan covenants" without immediate capital infusion5
  • Despite winning multiple FDA approvals for gene therapies, bluebird has struggled to commercialize its products2
  • The company has accumulated a $4.5 billion deficit as of December 31, 20242
  • Losses reached $240 million in 2024 alone2
  • The FDA denied bluebird's appeal for a priority review voucher for the third time3

Next Steps

The bluebird bio board has reaffirmed its unanimous recommendation that stockholders tender their shares to the Carlyle/SK Capital offer by May 2, 20259. As of April 15, approximately 700,288 shares had been tendered9.

The private equity buyers have extended their tender offer deadline from April 18 to May 2, 2025, to allow additional time for the satisfaction of remaining conditions, including regulatory approvals9.

Market Implications

This development highlights the ongoing challenges facing gene therapy companies in commercializing their products and achieving sustainable business models. Despite bluebird's scientific achievements, including three FDA approvals in under two years, the company's financial struggles have led to what amounts to a distressed sale7. The once $10 billion company is now being sold for approximately $29 million plus contingent value rights2, underscoring the significant gap between scientific innovation and commercial success in the advanced therapy sector.

Sources:

2. https://www.fiercepharma.com/pharma/bluebird-after-exploring-2nd-buyout-offer-sticks-carlyle-and-sk-capital-deal

3. https://www.businesswire.com/news/home/20250416282825/en/bluebird-bio-confirms-that-Ayrmid-Ltd.-has-not-delivered-a-binding-offer-or-obtained-necessary-financing-despite-extensive-engagement

4. https://www.fiercepharma.com/pharma/bluebird-bio-receives-rival-ma-bid-worth-50-higher-carlyle-sk-offer

5. https://www.stocktitan.net/news/BLUE/bluebird-bio-confirms-that-ayrmid-ltd-has-not-delivered-a-binding-b3q21tn6xmvy.html

6. https://www.biospace.com/press-releases/bluebird-bio-confirms-that-ayrmid-ltd-has-not-delivered-a-binding-offer-or-obtained-necessary-financing-despite-extensive-engagement

7. https://investor.bluebirdbio.com/news-releases/news-release-details/bluebird-bio-announces-definitive-agreement-be-acquired-carlyle

9. https://www.carlyle.com/media-room/news-release-archive/carlyle-and-sk-capital-partners-announce-extension-bluebird-bio-0

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