COPENHAGEN, Denmark, 6 November, 2025 – With reference to company announcements dated 26 August 2025 (no. 24/2025), 29 September 2025 (no. 27/2025), 15 October 2025 (no. 31/2025), and 21 October 2025 (no. 33/2025) regarding the all-cash voluntary board-recommended public takeover offer to acquire all of the issued and outstanding shares (except treasury shares) in Bavarian Nordic A/S ("Bavarian Nordic") by Innosera ApS (the "Offeror"), a company controlled by Nordic Capital Fund XI1 and funds managed and advised by Permira Beteiligungsberatung GmbH (the "Offer"), the Offeror has today announced the preliminary result of the Offer pursuant to section 21(3) of the Danish Executive Order no. 614 of 2 June 2025 on Takeover Offers (the "Danish Takeover Order").
According to the terms and conditions of the Offer, the offer period expired yesterday, 5 November 2025 at 11:59 p.m. (CET). 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 in accordance with section 5.11 of the offer document. As a result, the Offer has irrevocably lapsed and will not be completed. All acceptances of the Offer are without legal effect. No shares will be acquired under the Offer, and no consideration will be paid to shareholders who have tendered their shares.
Luc Debruyne, Chair of the Board of Directors of Bavarian Nordic, said:
"60% have accepted the takeover offer from Nordic Capital and Permira. However, this does not meet the acceptance rate threshold of 66.7% and thus the bid will not go through. We acknowledge and respect the decision made by shareholders, which means that Bavarian Nordic will continue as an independent listed company with its current growth strategy. Bavarian Nordic is a profitable and strong company well positioned to continue to grow, and 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.
The Board and management now see an opportunity to re-build a value creating dialog with shareholders and stakeholders of Bavarian Nordic as an independent public company. This includes an invitation to a shareholders’ information meeting to be held early December. Further details will be published soon, but the agenda will include 1) the state of business, 2) recap of the company strategy and financial ambitions and 3) the need to ensure continuity of leadership, while at the same time ensuring a team of board members adapted to set the strategic direction for the company."
Contact investors:
Europe: Disa Tuominen, IR Manager, detu@bavarian-nordic.com
US: Graham Morrell, Gilmartin Group, graham@gilmartinir.com, Tel: +1 781 686 9600
Contact media:Nicole Seroff, Vice President Corporate Communications, nise@bavarian-nordic.com, Tel: +45 53 88 06 03
About Bavarian Nordic
Bavarian Nordic is a global vaccine company with a mission to improve health and save lives through innovative vaccines. We are a preferred supplier of mpox and smallpox vaccines to governments to enhance public health preparedness and have a leading portfolio of travel vaccines. For more information, visit www.bavarian-nordic.com.