Betibeglogene autotemcel

Only about 25.6% of bluebird bio’s outstanding shares were tendered for the potential buyout by Carlyle and SK Capital, far below the 50%-plus-one share threshold needed for the deal to close. Bluebird bio shareholders have dragged their feet in tendering shares as part of the company’s sale process, prompting buyers Carlyle and SK Capital to extend their offer deadline once again.Bluebird investors now have until the end of the day May 28, U.S. EDT, to tender their shares, the acquirer group said, according to a bluebird securities filing Tuesday. The offer was previously scheduled to expire Monday, May 12.Although no specific reason was given, the investment firms noted that as of the close of business Monday, they had received about 2.5 million bluebird shares. That means only about 25.6% of the Massachusetts company’s nearly 9.8 million outstanding shares were tendered, far below the 50%-plus-one share threshold needed for the deal to close.Tuesday’s extension was not Carlyle and SK’s first rodeo. The pair had previously postponed the expiration date of its offer to acquire bluebird three times to reach the most recent May 12 deadline. The transaction secured all required regulatory approvals May 5.The deal was originally announced Feb. 21. Carlyle and SK are trying to purchase bluebird at $3 per share, plus an additional $6.84 per share in contingent value rights if sales of bluebird’s three commercial gene therapies—Zynteglo, Lyfgenia and Skysona—reach $600 million over any 12-month period by the end of 2027.That target seems far-fetched given that bluebird only recorded $83.8 million in total 2024 revenue. Without the CVR, the transaction is only worth about $29 million. While Carlyle and SK may have the patience to keep extending the offer—they can follow this strategy indefinitely as long as they abide by proper disclosure rules—bluebird may not have the luxury of time.Having realized the number of shares tendered wasn’t enough for the deal to close, bluebird Friday warned investors that “it is important to tender now.” The alternative to the sale would be bankruptcy or liquidation, the company said.If bluebird were not to be acquired, the company would be at “significant risk of defaulting on its loan agreements with Hercules Capital.” The gene therapy biotech would then be forced to shut down, a scenario in which it would be “extremely unlikely” that stockholders would receive any payback on their investments, bluebird said.Based on continued cost-saving projects, current sales and cost patterns and a loan from Hercules, bluebird expects its existing cash to be able to sustain operations into the second quarter, according to the company’s annual report. The second quarter started in April and ends next month. Under the terms of the Hercules deal, a default can be declared if bluebird fails to close the merger transaction by June 20 at the latest. That deadline was originally set for April 25 and can be extended twice, subject to certain conditions.Some bluebird investors might be withholding their shares in the hopes of the company getting another better buyout offer.A rival bidder, Ayrmid, did emerge in late March with a nicer $4.50-apiece upfront term. However, after three weeks of engagement, Ayrmid didn’t submit a binding proposal, nor had it obtained necessary financing to bankroll the deal, bluebird said in mid-April. As a result, bluebird’s board unanimously reaffirmed its backing of the Carlyle-SK agreement.  

bluebird has been under financial pressure for several years. Credit: SOPA Images via Getty Images. Bluebird bio (bluebird) has reaffirmed its support for a proposed acquisition by Carlyle and SK Capital after rival bidder Ayrmid failed to deliver a binding offer or secure financing by the extended deadline. The announcement marks the second time Ayrmid has initiated discussions with bluebird without producing a fully financed proposal. Bluebird said it had engaged with Ayrmid for three weeks following the private equity firm’s unsolicited bid in March, including extending the original deadline to allow more time for due diligence and deal structuring. However, Ayrmid did not submit a definitive proposal by the agreed-upon 15 April cut-off date and has yet to secure the necessary capital to proceed. As a result, bluebird’s board of directors is reiterating its unanimous support for the acquisition agreement with Carlyle and SK Capital, which was first announced in February 2025. The board is urging shareholders to tender their shares by the updated deadline of 2 May, extending the previous expiration date of 18 April. bluebird’s board chairman Mark Vachon said: “Ayrmid’s proposal remains highly conditional. bluebird has engaged with Ayrmid on two separate occasions—neither of which has resulted in a binding or fully-financed offer. The board unanimously reaffirms its support of the previously announced agreement with Carlyle and SK Capital in the strongest possible terms.” Bluebird has been under significant financial pressure for several years. The company currently faces the risk of defaulting on a $175m loan from Hercules Capital, secured in 2024 to support ongoing operations. Without a new capital injection, the board said, the company’s liquidity position remains precarious. Carlyle and SK Capital’s proposal offers $3 per share in cash, along with a potential additional payment of $6.84 per share if certain clinical and commercial milestones are met. Ayrmid‘s offer, disclosed last month, proposed $4.50 per share upfront and the same milestone-based payout structure. However, bluebird confirmed that Ayrmid has not demonstrated access to committed funding. bluebird noted that Ayrmid is continuing to seek financing and may provide further updates in the coming days. bluebird’s financial position has deteriorated over time, despite achieving several key regulatory milestones. The company currently markets three US Food and Drug Administration (FDA)- approved gene therapies – Zynteglo (betibeglogene autotemcel) for transfusion-dependent beta-thalassemia, Skysona (elivaldogene autotemcel) for cerebral adrenoleukodystrophy, and Lyfgenia (lovotibeglogene autotemcel) for sickle cell disease – but has struggled with slow uptake, high costs, and reimbursement hurdles. In 2023, the company suffered a major setback when the FDA denied a priority review voucher (PRV) for Lyfgenia. Bluebird had already arranged to sell the voucher to Novartis for $103m, but the agency ruled that the therapy’s active ingredient had previously been used in Zynteglo, for which the company had already received a PRV in 2022. The loss of the expected funds deepened bluebird’s financial strain. To fill the gap, bluebird pursued emergency financing through a $150m public stock offering underwritten by Goldman Sachs and JP Morgan, as well as up to $100m in receivables financing from Alterna Capital Solutions. The company has also undergone repeated cost-cutting efforts, including workforce reductions of 30% in 2022 and an additional 25% last year. Despite these efforts, bluebird’s therapies continue to face stiff competition. Lyfgenia is priced at $3.1m per patient, while a competing treatment, Casgevy (exagamglogene autotemcel) from Vertex Pharmaceuticals and CRISPR Therapeutics, is listed at $2.2m. Both therapies were approved on the same day in December 2023 to treat sickle cell disease. Going public in 2013, bluebird has seen its stock decline sharply in recent years. Following the 16 April update, shares closed down by 7%. Cell & Gene Therapy coverage on Pharmaceutical Technology is supported by Cytiva . Editorial content is independently produced and follows the highest standards of journalistic integrity. Topic sponsors are not involved in the creation of editorial content. Free Whitepaper Optimise your cell therapy process: a guide to cell thawing Typically carried out at the point of care, errors in cell therapy thawing could compromise treatment efficacy, leading to significant patient impact as well as high costs and a compromised reputation for the product’s developer. This guide addresses how cell thawing has historically developed into the new techniques used today, along with the physical and biological implications of key metrics and components such as warming rate and ice structure. Also included are reviews of key studies from scientific literature and a consideration of the interactions between cooling and warming rates, as applicable to cell and gene therapies. Thank you. You will receive an email shortly. Please check your inbox to download the Whitepaper. By Cytiva Thematic You have a right to withdraw your consent at any time, by clicking here . We may still continue to send you service-related and other non-promotional communications. For more information relating to our privacy practices, we invite you to review our privacy policy .