Nordic Capital, Permira make $3 billion offer for vaccine maker Bavarian Nordic

A consortium led by Nordic Capital and Permira has made an offer of around $3 billion to buy all the shares of Bavarian Nordic BAVA, the vaccine maker said on Monday.

Innosera, a newly formed company controlled by the consortium, will make an offer of 233 Danish crowns per Bavarian Nordic share. The Danish company is recommending the offer to its shareholders.

The offer price marks a premium of 21% compared to the stock's closing price last Wednesday and values the deal at about 19 billion crowns ($2.98 billion), Bavarian said in a statement.

Shares of Bavarian, which specializes in vaccines for mpox, smallpox and other infectious diseases, have gained 21% since Thursday when it confirmed it was in talks with Nordic Capital and Permira over a potential bid. They opened 2% higher on Monday at 238 crowns per share.

Kempen analysts said in a research note that the offer price came below their 300 crown target price, but the premium was fair considering uncertain U.S. market conditions and the fact Bavarian relies mostly on its contract-based public-preparedness business.

The offer price is lower than analysts’ mean target price of 278.5 crowns per share, according to LSEG data, significantly lower than the 411 crowns per share reached by the group in 2022, when it benefited from increased demand for mpox vaccines.

"If there's an outbreak, then the share price goes temporarily up, but then afterwards, it goes down again to the base," Bavarian Nordic’s chairman Luc Debruyne told Reuters, adding that it was this base that made the proposed offer attractive.

He said the proposal offers access to capital and expertise that would allow the group to enhance its portfolio and ensure a sustainable future.

The takeover could boost production and supply, as evidenced by Bavarian's past successes with two vaccines acquired from GSK GSK, Debruyne said.

Bavarian is a key supplier to governments globally, including public health preparedness programmes in the United States.

The deal will be subject to customary conditions, including that Innosera needs to own or have valid acceptances for more than 90% of Bavarian Nordic's voting rights and shares at the end of the offer period, the group said.

Danish pension fund ATP, which holds a 10% stake in Bavarian according to LSEG data, told Reuters that it had no interest in accepting the offer.

"Neither the timing nor the price of the presented offer reflects the opportunities we see in the company," Claus Berner Møller, vice president for Danish Equities at ATP, said in an emailed statement.

Upon completion of the offer, expected in the fourth quarter of 2025, the consortium intends to delist Bavarian Nordic's shares from Nasdaq Copenhagen.

($1 = 6.3711 Danish crowns)