공시 • Nov 07
Nordic Capital Epsilon Sca Sicav-raif and and funds managed and advised by Permira Advisers Ltd cancelled the acquisition of Bavarian Nordic A/S (CPSE:BAVA).
Nordic Capital Epsilon Sca Sicav-raif and and funds managed and advised by Permira Advisers Ltd entered into an announcement agreement to acquire Bavarian Nordic A/S (CPSE:BAVA) for DKK 18.1 billion on July 28, 2025. A cash consideration valued at DKK 233 per share will be paid by Nordic Capital Epsilon Sca Sicav-raif and Permira Advisers Ltd. The offer price of DKK 233 per share represents a premium of 21% compared to the closing price of DKK 192.50 on Nasdaq Copenhagen on July 23, 2025. All members of Bavarian Nordic’s Board of Directors and Executive Management have irrevocably undertaken to tender their shares in the Offer, subject to certain customary conditions. Following completion of the Offer, the Offeror intends to seek a delisting of Bavarian Nordic’s shares from trading and official listing on Nasdaq Copenhagen, and, if upon completion the Offeror holds the requisite number of shares and voting rights under the Danish Companies Act, the Offeror intends to initiate and complete a compulsory acquisition of the remaining Bavarian Nordic shares. The Announcement Agreement does not oblige either of the parties to pay any "break fees", penalties or liquidated damages if, for any reason, Completion does not occur. The Offeror received the Debt Commitment and the Equity Commitment Letter. The amounts pursuant to the Debt Commitment and the Equity Commitment Letter, together, will, when funded, at Completion of the Offer provide the Offeror with the cash amount required to satisfy the Offer in full. As of August 26, 2025, and prior to start of trading on Nasdaq Copenhagen, the Offeror informed the Company that it had decided to waive the minimum acceptance condition to 75% of all the Shares, excluding Treasury Shares, in accordance with the Offeror's rights pursuant to the Announcement Agreement and the Danish FSA approved the Offer Document.
The Board of Directors of Bavarian Nordic has concluded that the Offer represents an attractive proposal to Bavarian Nordic’s shareholders and has unanimously decided that it intends to recommend that Bavarian Nordic shareholders accept the Offer when made. The Offer will be made subject to certain customary conditions, including a requirement that the Offeror, unless waived, at the expiry of the offer period owns or has received valid acceptances with respect to shares representing more than 90% of the voting rights and share capital of Bavarian Nordic, that necessary approvals and clearances by relevant regulatory authorities are obtained, that the Board of Directors of Bavarian Nordic has not withdrawn or adversely amended its recommendation to the shareholders to accept the Offer, the non-occurrence of certain material adverse changes, and certain other customary conditions. The Offeror expects completion of the Offer, including payment to the tendering shareholders, to occur in Q4 2025. The transaction is subject to Competition Authorities, All approvals and clearances from the FDI Authorities required under applicable Foreign Direct Investment Law, Minimum Acceptance Condition is defined as 75% of all of the Shares at the relevant time and No Material Adverse Change having occurred. As of September 29, 2025, the deal has received regulatory approval and is yet to receive the merger control approval in the European Union. The offer is valid in the offer period, which commences on August 26, 2025 and expires on September 30, 2025. As of September 29, 2025, the closing is expected to take place on October 14, 2025.
Nordea Danmark, Filial af Nordea bank AB FINLAND and Citigroup Global Markets Europe AG acted as financial advisors, Citigroup Global Markets Europe AG provided fairness opinion, Thejs Tofting and Christina Bruun Gertsen, Maria Bekke Eiersted, Michael Nørremark, Bart Creve of Kromann Reumert acted as legal advisor for Bavarian Nordic A/S. Jefferies LLC, Jefferies International Ltd., Danske Bank A/S, and FIH Partners A/S of acted as financial advisor to Innosera ApS which is a newly formed company controlled by Nordic Capital Fund XI1 and funds managed and advised by Permira Beteiligungsberatung GmbH, and Bavarian Nordic A/S. Markus Paul and Olga Stürmer, Philipp Dohnke, Michael Ramb, Frank Schaer, Simone Bono, Marius Scherb, Lukas Pomaroli, Ethan Magid of Freshfields LLP, Freshfields PartG mbB, White & Case LLP and Gorrissen Federspiel Advokatpartnerselskab acted as legal advisors for Nordic Capital Epsilon Sca Sicav-raif and Permira Advisers Ltd. Jeff Hendrickson, Daniel Litowitz, Clare O’Brien, and Derrick Lott, Kuang Chiang and Maura Rezendes, Jessica Delbaum and Andrew Shaeffer, Brandon Abrams and Nicholas Putz, Melisa Brower of Allen & Overy LLP act as legal advisor for Bavarian Nordic A/S. Sidley Austin LLP acted as legal advisor for Innosera ApS.
Nordic Capital Epsilon Sca Sicav-raif and and funds managed and advised by Permira Advisers Ltd cancelled the acquisition of Bavarian Nordic A/S (CPSE:BAVA) on November 5, 2025. According to the terms and conditions of the offer, the offer period expired November 5, 2025 the Offeror has informed Bavarian Nordic that, based on the Offeror's preliminary and non-binding calculation of acceptances, the rate of acceptances under the minimum acceptance condition corresponds to 60% compared to the threshold of 66 2/3%. As the minimum acceptance condition has therefore not been satisfied, the Offeror has informed Bavarian Nordic that it has resolved to withdraw the Offer. As a result, the Offer has irrevocably lapsed and will not be completed.
