Recommended public takeover offer

The Board of Directors of Bavarian Nordic has concluded that the takeover offer from Nordic Capital and Permira represents an attractive offer for the shareholders of Bavarian Nordic and has unanimously decided to recommend Bavarian Nordic's shareholders to accept the offer. All members of Bavarian Nordic's Board of Directors and Executive Management have (subject to certain customary conditions) undertaken to sell their shares in connection with the offer. Find more information in the statement by the Board of Directors which can be found on this site.

Over the past couple of years, Bavarian Nordic has received several inbound enquiries from interested private equity funds without these leading to further interest or negotiations of any kind. The consortium of Nordic Capital and Permira approached Bavarian Nordic over a year ago, and during that period, introductory meetings have been held with several other parties to explore their potential interest in a transaction. Other than the Nordic Capital and Permira consortium, none of these discussions have to date led to further concrete interest or proposals.

The initial approach from the consortium was followed by a period of intense negotiations during which the offer price has been improved several times as a prerequisite for granting the consortium access to conduct due diligence, and only when the offer price was considered by the Board of Directors of Bavarian Nordic, in accordance with its fiduciary duties, to be sufficiently attractive to the company and the shareholders, did it agree to engage in a formal dialogue and to open up for a due diligence review. The due diligence review and negotiation of the terms and conditions for the offer have been ongoing for the past few months and, as a result, an announcement agreement was made whereby the consortium will make an all-cash voluntary offer of DKK 233 per share to Bavarian Nordic’s shareholders.

The Board of Directors believes that the offer price should be considered based on average share prices over time. Compared to the one-month and three-month volume-weighted average share prices, respectively, the offer price represents a premium of 31.0 and 35.5% and compared to the six-month volume-weighted average share price, it represents a premium of 37.4% for the period ending 23 July 2025.

Based on a thorough assessment, including the offer price premia in other similar transactions, the Board of Directors has concluded that the offer represents an attractive proposal to Bavarian Nordic’s shareholders and has unanimously decided to recommend Bavarian Nordic's shareholders to accept the offer. This conclusion is furthermore based on two fairness opinions of the offer price issued by the Board’s financial advisors, Citi and Nordea.

You can accept the offer on your investment platform or via your online bank. Alternatively, you can fill out and submit the acceptance form, which can be found here on this site.

Yes, once you have accepted the offer, your acceptance is binding. In certain cases, however, it is possible to withdraw your acceptance in accordance with the terms and conditions set out in the offer document. However, acceptance of the offer will not prevent you from accepting (subject to the restrictions set out in the offer document) a superior competing offer, should such an offer be made.

Yes, as long as you have not accepted the offer. Once you have accepted the offer, it is binding. However, in certain cases, it may be possible to withdraw your acceptance in accordance with the terms and conditions set out in the offer document.

If you do not wish to accept the offer, you do not need to take any action and you will remain a shareholder even if the offer is completed. However, you should be aware that Nordic Capital and Permira intend - provided they obtain the necessary number of shares and voting rights - to implement their strategic plans for Bavarian Nordic through the Board of Directors, including decisions on potential acquisitions, capital increases and, as communicated in connection with the announcement of the offer, a delisting of Bavarian Nordic from Nasdaq Copenhagen.

If Bavarian Nordic is delisted, you as a shareholder will no longer benefit from the increased reporting requirements that apply to Bavarian Nordic as a company listed on a regulated market, and your ability to trade shares will be significantly limited. If Nordic Capital and Permira acquire more than 90% of Bavarian Nordic's shares and voting rights, your shares may be compulsorily acquired.

You can read more about the consequences for shareholders who have not accepted the offer, if the offer is completed, in the statement by the Board of Directors, which is available on this site.

If the offeror (Nordic Capital and Permira) acquires more than 90% of the shares and voting rights in Bavarian Nordic (excluding shares owned by Bavarian Nordic) after completion of the offer, they intend to compulsorily acquire the shares from the remaining shareholders.

The Board of Directors of Bavarian Nordic has concluded that the takeover offer from Nordic Capital and Permira represents an attractive offer for Bavarian Nordic's shareholders and has unanimously decided to recommend Bavarian Nordic's shareholders to accept the offer.

As is customary, Bavarian Nordic has agreed to not actively solicit other proposals for offers, however, consistent with the fiduciary duties of the Board of Directors of Bavarian Nordic, the Board of Directors may evaluate any unsolicited offers that may be superior and in the best interests of the Bavarian Nordic shareholders, if made. At the time of publication of the offer document on 26 August 2025, Bavarian Nordic had no knowledge of any such potential superior competing offers.