Carlyle and SK Capital Partners have successfully completed their tender offer for gene therapy pioneer bluebird bio, with 59.8% of outstanding shares tendered by the May 29, 2025 expiration deadline. The acquisition, valued at either $3.00 per share plus contingent value rights or $5.00 per share in cash, positions the private equity firms to take control of one of the leading commercial gene therapy companies.
Tender Offer Results and Timeline
Equiniti Trust Company, the depositary for the offer, reported that 5,868,196 shares were validly tendered and not withdrawn, representing approximately 59.8% of bluebird bio's outstanding common stock. All conditions of the tender offer have been satisfied, and Beacon Merger Sub has accepted all validly tendered shares for payment.
The parties expect to consummate the acquisition on June 2, 2025, through a merger under Section 251(h) of Delaware's General Corporation Law, which allows the transaction to proceed without a shareholder vote. The merger agreement was originally signed on February 21, 2025.
Deal Structure and Shareholder Options
Shareholders had two payment options under the tender offer structure:
- $3.00 per share in cash plus a contingent value right (CVR) entitling holders to an additional $6.84 per CVR if bluebird's current product portfolio achieves $600 million in net sales in any trailing 12-month period prior to or ending on December 31, 2027
- A flat $5.00 per share in cash
The contingent payment structure reflects the potential upside of bluebird's commercial gene therapy portfolio, giving shareholders the opportunity to benefit from future revenue milestones.
bluebird bio's Gene Therapy Leadership
Founded in 2010, bluebird bio has established itself as both a scientific pioneer and commercial leader in gene therapy. The company has secured FDA approvals for three therapies in under two years, demonstrating an unrivaled track record in translating gene therapy from clinical studies to real-world applications.
The company maintains a dedicated focus on severe genetic diseases and possesses the largest and deepest ex-vivo gene therapy dataset in the field. Its industry-leading programs target sickle cell disease, β-thalassemia, and cerebral adrenoleukodystrophy, with each therapy custom-designed to address the underlying cause of disease.
Commercial Gene Therapy Model
bluebird bio has been proving and scaling the commercial model for gene therapy while delivering innovative solutions for access to patients, providers, and payers. The company has developed in-depth analytical methods to understand the safety of its lentiviral vector technologies, helping drive the broader field of gene therapy forward.
The acquisition comes as bluebird continues operating as a standalone commercial gene therapy company, combining real-world experience with deep commitment to patient communities and maintaining a people-centric culture.
