Bluebird bio, Inc. - US096ESC0175 - Слияние

АО "ФИНАМ" сообщает, что поступила информация от СПБ БАНК ПАО о корпоративном действии «Слияние»

Реквизиты корпоративного действия
Референс корпоративного действия	1565237987
Код типа корпоративного действия	MRGR
Тип корпоративного действия	Слияние
Признак обязательности КД	MAND - Участие в корпоративном действии обязательное; дополнительные инструкции от владельца счета не требуются
Статус обработки	Обработка информации о корпоративном действии завершена Возникновение события было подтверждено

Информация о ценных бумагах
Референс КД по ценной бумаге	Эмитент	Наименование ценной бумаги	Категория	ISIN	Номинальная стоимость
1565237987BNYDTC	bluebird bio, Inc.	BLUEBIRD BIO, INC..ORDSHR ESCROW USD	ИФИ	US096ESC0175

Детали корпоративного действия

Связанные корпоративные действия
Референс КД
660DF4B88E01ADFB

Дополнительный текст

+++UPDATE AS OF 05JUNE2025+++ . THE TERMS AND OPTIONS HAVE BEEN CONFIRMED. PLEASE NOTE THAT THE NOTIFIED RESPONSE DEADLINE ONLY APPLIES FOR RESPONSES RECEIVED VIA SWIFT MT565 OR BNY ONLINE WEB PORTAL. RESPONSES SUBMITTED VIA OTHER COMMUNICATION CHANNELS ARE REQUIRED TO BE RECEIVED AT LEAST 3 HOURS BEFORE NOTIFIED RESPONSE DEADLINE. . THIS EVENT HAS BEEN CREATED FOR HOLDERS WHO DID NOT PARTICIPATE IN THE ORIGINAL MERGER EVENT UNDER CUSIP 09609G209 EVENT ID 1564458927 . THOSE HOLDERS THAT DID NOT TENDER DURING THE ORIGINAL TIMEFRAME UNDER THE TARGET CUSIP, HAVE BEEN GIVEN AN ESCROW CUSIP IN ORDER TO ALLOW ADDITIONAL TIME TO TENDER INTO THE OFFER WHICH THE COMPANY IS CALLING A POST CLOSE ELECTION WINDOW. ADDITIONALLY, FOR THOSE HOLDERS THAT DO NOT TENDER DURING THIS POST CLOSE ELECTION WINDOW, WILL RECEIVE THE DEFAULT AS PER THE LT ANNOUNCED AND AGENT CONFIRMATION IS THE USD 3.00 CASH AND 1 CVR. . ALL OTHER TERMS FROM EVENT ID 1564458927 REMAIN VALID. . BEACON MERGER SUB, INC. IS OFFERING TO PURCHASE ALL OF THE OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE 0.01 PER SHARE, OF BLUEBIRD BIO, INC., IN EXCHANGE FOR THE CONSIDERATION PER SHARE, AS MAY BE ELECTED BY EACH COMPANY STOCKHOLDER, BETWEEN EITHER (BUT NOT BOTH) OF (I) (A) USD 3.00 IN CASH PER SHARE ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, SUBJECT TO ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST THEREON (THE CASH AND CVR CONSIDERATION CLOSING AMOUNT), PLUS (B) ONE CONTINGENT VALUE RIGHT (EACH, A CVR) PER SHARE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE CONTINGENT VALUE RIGHTS AGREEMENT THAT WILL BE ENTERED INTO BY AND AMONG PARENT, A RIGHTS AGENT MUTUALLY AGREEABLE TO PARENT AND THE COMPANY, AND, SOLELY FOR CERTAIN PURPOSES, THE SURVIVING CORPORATION (THE CVR AGREEMENT), REPRESENTING THE RIGHT TO RECEIVE ONE CONTINGENT PAYMENT OF USD 6.84 IN CASH, SUBJECT TO ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST THEREON, PAYABLE UPON THE ACHIEVEMENT OF USD 600 MILLION IN NET SALES IN ANY CONSECUTIVE TWELVE CALENDAR MONTH PERIOD ENDING ON OR PRIOR TO DECEMBER 31, 2027 (THE CASH AND CVR CONSIDERATION) OR (II) USD 5.00 IN CASH PER SHARE ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, SUBJECT TO ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST THEREON (THE ALL CASH CONSIDERATION), IN EACH CASE, ALL UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR THE SHARES, INCLUDING BY REASON OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING PAYMENT FOR THE SHARES. THE OFFER TO PURCHASE AND THE RELATED LETTER OF ELECTION AND TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD READ B OTH CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER. PLEASE BE ADVISED CLIENTS ARE NOT REQUIRED TO COMPLETE AND RETURN A LETTER OF TRANSMITTAL FOR THIS EVENT. HOWEVER ALL DOCUMENTS INCLUSIVE SHOULD BE OBTAINED AND REVIEWED TO CONFIRM TERMS AND CONDITIONS ARE AGREED. HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISOR FOR COMPLETE DETAILS IN REFERENCE TO WITHHOLDING TAXES. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION TIME. THERE IS NO NOTICE OF GUARANTEED DELIVERY (PROTECT) PRIVILEGE AFFORDED THID OFFER. . THE OFFER WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON JUNE 23, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED THE DTC EXPIRATION IS 6:00 P.M., NEW YORK CITY TIME ON JUNE 23, 2025. . MATERIALS ARE AVAILABLE FOR DOWNLOAD IN OUR NEXEN CA PORTAL OR UPON REQUEST. . +++END OF UPDATE+++ . CONTACT INFORMATION FOR THE INFORMATION AGENT (INNISFREE M(AND)A INCORPORATED) IS: STOCKHOLDERS MAY CALL TOLL-FREE: (877) 825-8793 BANKS AND BROKERS MAY CALL COLLECT: (212) 750-5833 . +++END OF UPDATE+++ . +++INFO AS OF 03JUNE2025+++ . HOLDERS ARE ADVISED THAT THIS EVENT WILL BE UPDATED UPON RECEIVING APAC based clients: GCEAPAC(AT)bny.com OR+1 646 782 6850 EMEA based clients: GCEEMEA(AT)bny.com OR+44 161 687 4545 Americas based clients: PS(underscore)CSEInquiries(AT)bny.com OR+1 412 234 0660

Дополнительная информация

BNYM568

Дополнительная информация, уточняющая содержание сообщения

+++UPDATE AS OF 05JUNE2025+++ . THE TERMS AND OPTIONS HAVE BEEN CONFIRMED. PLEASE NOTE THAT THE NOTIFIED RESPONSE DEADLINE ONLY APPLIES FOR RESPONSES RECEIVED VIA SWIFT MT565 OR BNY ONLINE WEB PORTAL. RESPONSES SUBMITTED VIA OTHER COMMUNICATION CHANNELS ARE REQUIRED TO BE RECEIVED AT LEAST 3 HOURS BEFORE NOTIFIED RESPONSE DEADLINE. . THIS EVENT HAS BEEN CREATED FOR HOLDERS WHO DID NOT PARTICIPATE IN THE ORIGINAL MERGER EVENT UNDER CUSIP 09609G209 EVENT ID 1564458927 . THOSE HOLDERS THAT DID NOT TENDER DURING THE ORIGINAL TIMEFRAME UNDER THE TARGET CUSIP, HAVE BEEN GIVEN AN ESCROW CUSIP IN ORDER TO ALLOW ADDITIONAL TIME TO TENDER INTO THE OFFER WHICH THE COMPANY IS CALLING A POST CLOSE ELECTION WINDOW. ADDITIONALLY, FOR THOSE HOLDERS THAT DO NOT TENDER DURING THIS POST CLOSE ELECTION WINDOW, WILL RECEIVE THE DEFAULT AS PER THE LT ANNOUNCED AND AGENT CONFIRMATION IS THE USD 3.00 CASH AND 1 CVR. . ALL OTHER TERMS FROM EVENT ID 1564458927 REMAIN VALID. . BEACON MERGER SUB, INC. IS OFFERING TO PURCHASE ALL OF THE OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE 0.01 PER SHARE, OF BLUEBIRD BIO, INC., IN EXCHANGE FOR THE CONSIDERATION PER SHARE, AS MAY BE ELECTED BY EACH COMPANY STOCKHOLDER, BETWEEN EITHER (BUT NOT BOTH) OF (I) (A) USD 3.00 IN CASH PER SHARE ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, SUBJECT TO ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST THEREON (THE CASH AND CVR CONSIDERATION CLOSING AMOUNT), PLUS (B) ONE CONTINGENT VALUE RIGHT (EACH, A CVR) PER SHARE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE CONTINGENT VALUE RIGHTS AGREEMENT THAT WILL BE ENTERED INTO BY AND AMONG PARENT, A RIGHTS AGENT MUTUALLY AGREEABLE TO PARENT AND THE COMPANY, AND, SOLELY FOR CERTAIN PURPOSES, THE SURVIVING CORPORATION (THE CVR AGREEMENT), REPRESENTING THE RIGHT TO RECEIVE ONE CONTINGENT PAYMENT OF USD 6.84 IN CASH, SUBJECT TO ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST THEREON, PAYABLE UPON THE ACHIEVEMENT OF USD 600 MILLION IN NET SALES IN ANY CONSECUTIVE TWELVE CALENDAR MONTH PERIOD ENDING ON OR PRIOR TO DECEMBER 31, 2027 (THE CASH AND CVR CONSIDERATION) OR (II) USD 5.00 IN CASH PER SHARE ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, SUBJECT TO ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST THEREON (THE ALL CASH CONSIDERATION), IN EACH CASE, ALL UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR THE SHARES, INCLUDING BY REASON OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING PAYMENT FOR THE SHARES. THE OFFER TO PURCHASE AND THE RELATED LETTER OF ELECTION AND TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD READ B OTH CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER. PLEASE BE ADVISED CLIENTS ARE NOT REQUIRED TO COMPLETE AND RETURN A LETTER OF TRANSMITTAL FOR THIS EVENT. HOWEVER ALL DOCUMENTS INCLUSIVE SHOULD BE OBTAINED AND REVIEWED TO CONFIRM TERMS AND CONDITIONS ARE AGREED. HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISOR FOR COMPLETE DETAILS IN REFERENCE TO WITHHOLDING TAXES. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION TIME. THERE IS NO NOTICE OF GUARANTEED DELIVERY (PROTECT) PRIVILEGE AFFORDED THID OFFER. . THE OFFER WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON JUNE 23, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED THE DTC EXPIRATION IS 6:00 P.M., NEW YORK CITY TIME ON JUNE 23, 2025. . MATERIALS ARE AVAILABLE FOR DOWNLOAD IN OUR NEXEN CA PORTAL OR UPON REQUEST. . +++END OF UPDATE+++ . CONTACT INFORMATION FOR THE INFORMATION AGENT (INNISFREE M(AND)A INCORPORATED) IS: STOCKHOLDERS MAY CALL TOLL-FREE: (877) 825-8793 BANKS AND BROKERS MAY CALL COLLECT: (212) 750-5833 . +++END OF UPDATE+++ . +++INFO AS OF 03JUNE2025+++ . HOLDERS ARE ADVISED THAT THIS EVENT WILL BE UPDATED UPON RECEIVING APAC based clients: GCEAPAC(AT)bny.com OR+1 646 782 6850 EMEA based clients: GCEEMEA(AT)bny.com OR+44 161 687 4545 Americas based clients: PS(underscore)CSEInquiries(AT)bny.com OR+1 412 234 0660