A rival bidder has emerged to acquire struggling gene therapy specialist bluebird bio.
Ayrmid has offered to buy bluebird for $4.50 apiece upfront plus a one-time contingent value right (CVR) of $6.84 per share tied to a sales milestone, bluebird said Friday.
The upfront tag is 50% higher than the $3-per-share selling price bluebird has previously penned with Carlyle and SK Capital Partners. That private equity duo’s buyout offer also includes a $6.84-per-share CVR.
For now, bluebird’s board has not changed its mind, and the company remains bound by the original merger agreement. But it’s willing to look at the new unsolicited nonbinding written proposal.
“Consistent with its fiduciary duties, the bluebird Board of Directors is carefully reviewing the Ayrmid proposal in consultation with its legal and financial advisors,” the Massachusetts biopharma said Friday.
A higher price would be good news for bluebird, as the Carlyle-SK offer valued the biotech at a discount, which highlights the challenge the company has faced in commercializing its gene therapies. Bluebird’s cheap sale cast a dark shadow over the entire gene therapy field, which is undergoing an industrywide reckoning.
Per bluebird’s merger agreement with the private equity group, the company’s board, on the condition of not breaching its non-solicitation obligations, may withdraw its recommendation for the deal if a more attractive offer emerges. In that case, bluebird’s board must first provide the Carlyle-SK group a right to make counterproposals, according to a securities filing.
If bluebird eventually endorses a rival bid, it must pay a termination fee of $1.5 million, which the Ayrmid offer would more than cover. While the original deal values bluebird at about $29 million, the new offer is worth about $45 million upfront.
According to bluebird, it had previously approached Ayrmid to gauge its interest in a takeover, but Ayrmid didn’t submit any proposal to bluebird as part of that process.
U.K. entity Ayrmid is known as the parent company of Gamida Cell, which is a cell therapy company using a nicotinamide technology to create allogeneic cell products for blood cancers. Gamida sells Omisirge, an FDA-approved allogeneic hematopoietic progenitor cell therapy for use in patients 12 years and older with hematologic malignancies who are set to receive an umbilical cord blood transplantation.