Announcement • May 31

SK Capital Partners, LP and The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of bluebird bio, Inc. (NasdaqGS:BLUE).

SK Capital Partners, LP and The Carlyle Group Inc. (NasdaqGS:CG) entered into an agreement to acquire bluebird bio, Inc. (NasdaqGS:BLUE) for $30 million on February 21, 2025. Under the terms of the agreement, bluebird stockholders will receive $3.00 per share in cash and a contingent value right per share, entitling the holder to a payment of $6.84 in cash per contingent value right 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, for a potential total value of up to $9.84 per share in cash. Upon completion of the transaction, bluebird will become a privately held company, and shares of bluebird common stock will no longer be listed on any public market. David Meek, former CEO of Mirati Therapeutics and Ipsen, is expected to become CEO of bluebird upon closing. If that end date is extended and the merger agreement is then terminated under specified circumstances, buyers will be required to pay a termination fee of at least $1 million following the first extension and at least $2 million following the second extension. Upon termination of the merger agreement under other specified circumstances, the bluebird will be required to pay buyers a termination fee of $1.5 million or an expense reimbursement of $0.3 million. The transaction is approved by board of directors of both companies. The transaction is subject to approval of bluebird shareholders, regulatory approvals. As of May 5, 2025, Carlyle and SK Capital have received all required regulatory approvals to complete the transaction, and all parties expect the transaction to be consummated promptly following the successful completion of the ongoing tender offer. The transaction is expected to close in the first half of 2025. As of March 7, 2025, the tender offer will expire on April 4, 2025. As of April 10, 2025, the expiration date for the Tender Offer is April 18, 2025. bluebird has received a proposal from Ayrmid Ltd to acquire bluebird for an upfront cash payment of $4.50 per share and a one-time contingent value right of $6.84 per share payable upon achievement of a net sales milestone. As of May 2, 2025, the expiration date for the Tender Offer is May 12, 2025. As of May 13, 2025, Carlyle and SK Capital announced that it has extended the expiration date of its offer to acquire all of the outstanding common stock of bluebird bio, Inc. (NASDAQ: BLUE) (“bluebird”), to expire at one minute after 11:59 p.m., New York City time, on May 28, 2025. The Offer was previously scheduled to expire one minute after 11:59 p.m., New York City time, on May 12, 2025. Equiniti Trust Company, LLC, the depositary for the Offer, has advised Merger Sub that as of the close of business on May 12, 2025, approximately 2,502,927 shares of bluebird common stock have been validly tendered and not properly withdrawn pursuant to the Offer. Holders that have previously tendered their shares do not need to re-tender their shares or take any other action in response to this extension. As of May 14, 2025, amended their definitive agreement pursuant to which Carlyle and SK Capital will purchase all of the outstanding shares of bluebird. Under the terms of the amended agreement bluebird stockholders can elect to receive either (x) the original offer of $3.00 per share in cash plus a contingent value right (“CVR”) of $6.84 per share in cash payable upon achievement of a net sales milestone or (y) $5.00 per share in cash. The amended offer price provides an alternative for stockholders who would prefer greater upfront cash consideration instead of the potential upside of the CVR. Any shares tendered for which no election is made will receive the original consideration of $3.00 per share in cash and a contingent value right per share. Leerink Partners acted as financial advisor and Wesley Holmes, Peter Handrinos, R. Scott Shean, Brian Umanoff, Andrew Clark, Lisa Martin, Maj Vaseghi, Sara Schlau, Laura Waller; Darryl Steensma, Haim Zaltzman, Elizabeth Y. J. Oh, Juan Olivares, Betty Pang, Chad Jennings; Katharine Moir, Amanda Reeves, Patrick English, Tomas Nilsson and Heather Deixler of Latham & Watkins LLP acted as legal counsels to bluebird. Bourne Partners acted as financial advisor to Carlyle and SK Capital, and Mark A. Stagliano of Wachtell, Lipton, Rosen & Katz, Matthew S. Arenson, Thomas J. Dobleman, Kevin Frank, Thomas S. Wilson, Philipp Gnatzy, Matthew S. Wheatley, Stephanie Greco, Dennis Williams, Benjamin M. Schreiner, Timothy L. Campany and Justin L. Joffe of Kirkland & Ellis LLP, and Gregg Griner, Tony Chan; Albert Vanderlaan; Dolph Hellman; Jason D. Flaherty; Keith A. Tidwell; Georgia C. Ravitz; Amy M. Joseph; Thora Johnson; Shari Esfahani; David Sharrow; Craig Falls; Victoria Newbold (London); Kristin Petersen; Alexa Steranko; Eric Wall; Alex Talarides; Richard F. Martinelli; Lisa Lupion and Millay Kogan of Orrick, Herrington & Sutcliffe acted as legal advisors to Carlyle and SK Capital. Leerink Partners LLC acted as fairness opinion provider to bluebird. Equiniti Trust Company, LLC is the depositary and Innisfree M&A Incorporated as an information agent for the offer. SK Capital Partners, LP and The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of bluebird bio, Inc. (NasdaqGS:BLUE) on May 29, 2025.

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SK Capital Partners, LP and The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of bluebird bio, Inc. (NasdaqGS:BLUE).

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