Carlyle and SK Capital Require Updated Action from bluebird Stockholders
Deal News | May 16, 2025 | SK Capital
Carlyle Group (NASDAQ: CG) and SK Capital Partners have announced an amendment to their previously announced acquisition agreement concerning bluebird bio, Inc. (NASDAQ: BLUE). The amendment outlines updated tender instructions for bluebird stockholders, requiring those who have already tendered their shares to re-tender with a signed letter of election. Stockholders can opt to receive either $3.00 per share plus a contingent value right (CVR) of $6.84 payable on reaching net sales milestones, or $5.00 per share in cash. This strategic adjustment aims to cater to holders prioritizing immediate liquidity or potential future gains. Carlyle and SK Capital highlight that this move represents the best option for stockholders, considering bluebird's liquidity challenges and potential loan defaults. The acquisition has received the necessary regulatory green lights and is anticipated to finalize following the tender offer deadline on May 29, 2025. Both investment firms underscore the importance of stockholders acting promptly due to the potential ramifications of bluebird's financial obligations to Hercules Capital.
Sectors
- Private Equity
- Biotechnology
- Investment Banking and Advisory
Geography
- United States – The primary companies involved, Carlyle, SK Capital, and bluebird bio, are based in the United States, influencing the geographic relevance of the transaction.
Industry
- Private Equity – The article involves SK Capital Partners, a private equity firm engaged in the acquisition of a publicly listed company.
- Biotechnology – bluebird bio is a leader in the biotechnology industry, focusing on gene therapy solutions for severe genetic diseases.
- Investment Banking and Advisory – Innisfree M&A Incorporated is serving as the information agent, engaging in advisory roles typical in financial transactions related to mergers and acquisitions.
Financials
- $3.00 per share plus CVR of $6.84 – Initial offer by Carlyle and SK Capital with contingent value based on a sales milestone.
- $5.00 per share cash – Alternative offer allowing investors a greater upfront cash consideration without future payouts.
- $453 billion – Assets under management by Carlyle as of March 31, 2025.
- $9 billion – Assets under management by SK Capital.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| bluebird bio, Inc. | Target Company | Company | A biotechnology firm specializing in gene therapy, subject to acquisition by Carlyle and SK Capital. |
| Carlyle | Bidding Company | Company | A global investment firm participating in the acquisition of bluebird bio. |
| SK Capital Partners | Bidding Company | Company | A private investment firm focused on life sciences, exploring the acquisition of bluebird bio in partnership with Carlyle. |
| Innisfree M&A Incorporated | Information Agent | Company | Provides guidance to stockholders in the tender offer process for bluebird bio. |
| Hercules Capital | Creditor | Company | A financial institution that has loan agreements with bluebird bio, posing a default risk if the acquisition does not proceed. |