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Nordic Capital, Permira Reach Agreement to Acquire Bavarian Nordic in $3 Billion Deal

Under terms of the deal, Bavarian Nordic shareholders will receive an all-cash offer at a premium, with plans to delist the company and accelerate its global vaccine strategy.

Businessmen handshake with green park. Image Credit: Adobe Stock Images/barber

Image Credit: Adobe Stock Images/barber

Key Takeaways

  • Bavarian Nordic acquisition valued at $3 billion: Nordic Capital and Permira’s all-cash offer represents up to a 37.4% premium over the company’s six-month volume-weighted average share price.
  • Deal aims to accelerate vaccine portfolio growth: The private equity firms plan to scale Bavarian Nordic’s commercial footprint and support its long-term M&A and R&D strategy under private ownership.
  • Board fully supports offer and plans delisting: Bavarian Nordic’s board and executives have committed to tendering their shares, with delisting from Nasdaq Copenhagen and a potential compulsory acquisition to follow post-close. However, the company’s largest shareholder, ATP, told Bloomberg the offer doesn’t reflect the true value of Bavarian Nordic.

Nordic Capital and Permira have announced an all-cash voluntary public takeover offer to acquire all outstanding shares in vaccine manufacturer Bavarian Nordic A/S for a total of approximately $3 billion. According to Bavarian Nordic, the offer represents a 21% premium over the share price as of July 23, 2025, and up to a 37.4% premium compared to the six-month volume-weighted average, with the company’s board of directors unanimously recommending that shareholders accept the offer.

The consortium plans to delist Bavarian Nordic following completion and, if it reaches the 90% ownership threshold, pursue a compulsory acquisition of remaining shares.1

The offer is contingent on several standard conditions, including the requirement that the consortium secures ownership or valid acceptance of more than 90% of Bavarian Nordic’s voting rights and share capital by the end of the offer period, unless the threshold is waived. The offer also depends on securing regulatory approvals, the board maintaining its recommendation for shareholders to accept the offer, and no significant adverse changes occurring before completion, along with other customary conditions.1

However, the deal may still face challenges to reach completion. Bloomberg reported that ATP, Denmark’s biggest pension fund and Bavarian Nordic’s largest shareholder with a 10% stake, is not in favor of the deal because they do not believe it reflects Bavarian Nordic’s true value, according to the report.

“As a long-term investor in Bavarian Nordic, ATP has no interest in accepting the presented offer,” Claus Berner Moller, ATP VP of Danish equities, told Bloomberg. He noted that Bavarian Nordic “has very promising prospects for positive development under the current strategy.”

Why are Nordic Capital and Permira acquiring Bavarian Nordic?

“Our scientific heritage and proven track record of successfully transferring technology and integrating commercial assets has created a unique platform that enables Bavarian Nordic to drive growth and deliver life-saving solutions to patients worldwide,” said Luc Debruyne, board chairperson, Bavarian Nordic, in a press release.

Bavarian Nordic reported that all board and executive members have agreed to tender their shares, and the offer is expected to formally launch within four weeks, pending regulatory approval, with a six-week tender period to follow.

Investors Aim to Scale Portfolio and International Reach

According to the press release, Nordic Capital and Permira view Bavarian Nordic as a vaccine company in active transformation, focused on expanding its travel and endemic vaccine portfolio. Additionally, the consortium stated that ongoing investments are needed to scale products, grow the commercial footprint, and pursue M&A to diversify further. The consortium also views the acquisition as a way to accelerate Bavarian Nordic’s growth and long-term value creation under private ownership, leveraging their healthcare expertise, operational skills, and capital.1

Recent Pipeline Developments Reflect Strategic Momentum

The move comes a month after Bavarian Nordic launched the first of two clinical trials for MVA-BN, an mpox/smallpox in infants aged two years and younger as well as pregnant and breastfeeding women.2

In February, the FDA approved Bavarian Nordic’s Vimkumya, the first virus-like particle chikungunya vaccine for patients over 12 years of age. The approval was supported by strong immunogenicity data from two Phase III trials involving more than 3,500 participants. The vaccine was previously granted Priority Review and received a positive opinion by the Committee for Medicinal Products for Human Use of the European Medicines Agency.3

Closing Expected by Year-End

The acquisition is expected to be completed in Q4 2025, with the consortium intending to maintain existing operations and pursue a compulsory acquisition of any remaining shares, according to the press release.1

“The offer received from Nordic Capital and Permira is the result of intense negotiations aimed at securing the best possible terms for our shareholders,” continued Debruyne, in the press release. “The Board of Directors has unanimously agreed that it intends to recommend that Bavarian Nordic’s shareholders accept the offer when formally submitted. Together with Nordic Capital and Permira, the growth strategy of Bavarian Nordic can be accelerated and strengthen the company’s position in the global vaccine market to the benefit of patients, employees and other stakeholders.”

References

  1. Consortium Led by Nordic Capital and Permira Will Make All-Cash Recommended Purchase Offer for Bavarian Nordic. GlobeNewswire. July 28, 2025. Accessed July 28, 2025. https://www.globenewswire.com/news-release/2025/07/28/3122174/0/en/Consortium-Led-by-Nordic-Capital-and-Permira-Will-Make-All-Cash-Recommended-Purchase-Offer-for-Bavarian-Nordic.html
  2. Bavarian Nordic Announces the Initiation of Clinical Trials of Mpox Vaccine in Infants and Pregnant Women. GlobeNewswire. June 26, 2025. Accessed July 28, 2025. https://www.globenewswire.com/news-release/2025/06/26/3105566/0/en/Bavarian-Nordic-Announces-the-Initiation-of-Clinical-Trials-of-Mpox-Vaccine-in-Infants-and-Pregnant-Women.html
  3. FDA Approves Bavarian Nordic’s Chikungunya Vaccine Vimkunya. PharmExec. February 18, 2025. Accessed July 28, 2025. https://www.pharmexec.com/view/fda-approves-bavarian-nordic-chikungunya-vaccine-vimkunya

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