A proposed buyout of Bavarian Nordic by a private equity consortium didn’t win over enough shareholder support, laying to rest months of back-and-forth.
Nordic Capital and Permira—under the name of a newly formed company called Innosera—had upped their “best and final price” to 250 Danish Krone per share ($38.61) last month. Under the terms of the offer, the deal hinged on 66.7% of Bavarian Nordic’s shareholders agreeing to the takeover by Nov. 5.
As only 60% of shareholders accepted the deal, the prospective buyers have effectively withdrawn their bid as the offer has “irrevocably lapsed,” Bavarian Nordic explained in a Nov. 6 press release.
Shares of Bavarian fell by 20% as of early Thursday afternoon, sinking to $9.61 over the previous close of $12.02.
When the company’s board unanimously backed the initial “attractive proposal” in July, following what it described as “intense negotiations,” it highlighted the “ample capital and resources” that the consortium offered to accelerate Bavarian’s growth strategy.
However, seeds of shareholder disagreement were quickly sown when Denmark’s biggest pension fund, ATP, objected to the transaction as “neither the timing nor the price of the presented offer reflects the opportunities we see in the company,” VP of ATP’s Danish equities, Claus Berner Moller, told Fierce Pharma in a statement at the time. ATP is Bavarian Nordic’s largest shareholder with a stake above 10%.
Nonetheless, the vaccine maker’s CEO, Paul Chaplin, was hopeful that the private equity firms could help turn Bavarian’s “unloved” portfolio of assets into growth drivers, he told Bloomberg in August.
The sweetened offer in October was meant to reflect “greater clarity on several key macroeconomic risks” and allow shareholders to realize their investment at a further improved valuation “without bearing the risk, continued volatility and additional capital requirements” associated with Bavarian’s long-term growth journey, Permira’s managing healthcare director and head of DACH, Florian Kreuzer, explained in the offer notice.
At the time, the consortium calculated that about 25.7% of Bavarian’s share capital was so far on board with the deal. The 66.7% threshold for the final offer was a lowered standard from the previous acceptance condition of 75%, which was also knocked down from the original requirement of 90% shareholder acceptance.
Now, the drugmaker has resolved to continue as an independent company that is “well positioned to continue to grow,” chair of the board of directors, Luc Debryune, said in the release.
“The Board of Directors has the full confidence in the management's continued execution of the strategy, including considerations for ways to accelerate value creation,” Debryune noted.
However, the company’s board and management now “see an opportunity to rebuild a value-creating dialogue” with shareholders and stakeholders, Debryune added. An upcoming shareholders’ information meeting will see discussions on the state of the business, its strategy and financial ambitions and the “need to ensure continuity of leadership.”
Bavarian Nordic’s most recent financial report (PDF) recorded a second-quarter sales increase of 16% and gains of 33% over the first half of the year compared to last year. With the results, the company raised the lower end of its 2025 revenue guidance to a new window of DKK 6 billion ($927 million) to DKK 6.6 billion ($1.02 billion).
Chaplin called the sales performance a reflection of the company’s “successful commercial transformation” over the past few years and highlighted the launch of its chikungunya vaccine, Vimkunya. The vaccine won U.S. approval in February under a broader label than Valneva’s first-to-market rival Ixchiq and quickly secured a recommendation from the CDC’s vaccine advisory committee.
Bavarian’s vaccine portfolio could benefit from a resurgence of global chikungunya disease outbreaks, especially as Ixchiq was wiped off the U.S. market in August when the FDA suspended its license based on “serious safety concerns.” However, vaccine makers across the industry face an uncertain future amid shifting U.S. vaccine policies under a Robert F. Kennedy-led Department of Health and Human Services.