Recommended public takeover offer

As soon as possible, and no later than on 26 August 2025, an offer document approved by the Danish Financial Supervisory Authority will be published. The offer document will include the full terms and conditions for the offer, including the procedures for accepting the offer. Once the offer document is published, it will be made available on this website.

Further, Bavarian Nordic's shareholders will receive additional information on the offer via their custodian bank.

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 that it intends to recommend Bavarian Nordic's shareholders to accept the offer when it is formally made. 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.

After the offer document has been published, Bavarian Nordic's Board of Directors will issue its reasoned statement on the offer, which will e.g. include the background and rationale for its recommendation of the offer.

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%.

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 that it intends 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.

Nordic Capital and Permira have jointly founded and control Innosera ApS, which constitutes the “Offeror” and is the legal entity that will publish an offer document, once approved by the Danish FSA, and make the takeover offer.

You can continue to trade your shares as before. Once the offer document is published, you will be able to accept the offer subject to the terms and conditions set out in the offer document. The sale and purchase of your shares and payment of the offer price will occur only at completion of the offer. Completion of the offer will be subject to satisfaction or waiver of certain conditions and there is no guarantee that the offer will be completed. If the offer will not be completed, your shares will not be sold and you will not receive any payment, even if you have accepted the offer.

The offer document will contain more information about the acceptance procedures and the expected timetable for the offer process. 

It is up to each shareholder to decide whether or not to accept the offer when it is formally made.

However, shareholders should be aware that if the offeror (Nordic Capital and Permira) acquires more than 90% of the shares and votes in Bavarian Nordic (excluding shares owned by Bavarian Nordic) in connection with the completion of the offer, the offeror intends to compulsorily redeem the remaining shareholders.

The reasoned statement by the Board of Directors of Bavarian Nordic, which will be published after the offer document is published, will include further information on the consequences for shareholders who have not accepted the offer, in case that the offer completes.

If the offeror (Nordic Capital and Permira) acquires more than 90% of the shares and votes in Bavarian Nordic (excluding shares owned by Bavarian Nordic) after completion of the offer, the offeror intends to compulsorily redeem the remaining shareholders and subsequently delist Bavarian Nordic from Nasdaq Copenhagen.

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 that it intends to recommend Bavarian Nordic's shareholders to accept the offer when it is formally made.

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 entering into of the announcement agreement on 28 July 2025, Bavarian Nordic had no knowledge of any such potential superior competing offers.