Carlyle And SK Capital's Tender Offer For Bluebird Bio Expires Without Extension

All conditions of the Offer have been satisfied and the parties expect to consummate the acquisition on June 2, 2025

Carlyle (NASDAQ:CG) ("Carlyle"), SK Capital Partners, LP ("SK Capital") and Beacon Parent Holdings, L.P. ("Parent") today announced that the tender offer commenced on March 7, 2025 to acquire all of the outstanding common stock of bluebird bio, Inc. (NASDAQ:BLUE) ("bluebird") for either (x) $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 ("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 or (y) $5.00 per share in cash (the "Offer"), expired as scheduled at one minute after 11:59 p.m. New York City time on May 29, 2025 (the "Expiration Time") and was not extended.

Equiniti Trust Company, LLC, the depositary for the Offer, has advised Beacon Merger Sub, Inc. ("Merger Sub") that as of the Expiration Time, a total of 5,868,196 shares, representing approximately 59.8% of the outstanding shares of common stock of bluebird, were validly tendered and not validly withdrawn. Accordingly, all of the conditions to the Offer have been satisfied, and Merger Sub has accepted for payment, and will as promptly as practicable pay for, all shares validly tendered and not properly withdrawn in the Offer.

The parties expect to consummate the acquisition on June 2, 2025 through a merger of Merger Sub with and into bluebird in accordance with Section 251(h) of the General Corporation Law of the State of Delaware without a vote of bluebird stockholders, in accordance with, and subject to the terms of, the Agreement and Plan of Merger, dated as of February 21, 2025 (as amended from time to time, the "Merger Agreement"), by and among bluebird, Parent and Merger Sub.