Bavarian Nordic Secures $3 Billion Offer with AO Shearman’s Counsel

Bavarian Nordic to Go Private in $3 Billion Deal with Nordic Capital and Permira

NEW YORK – July 29, 2025 – Global vaccine developer Bavarian Nordic A/S has agreed to be taken private in an all-cash transaction valued at approximately NOK19 billion (USD $3 billion) by a consortium led by Nordic Capital Fund XI and funds managed by Permira Beteiligungsberatung GmbH. The deal, announced today, has received unanimous advice from Bavarian Nordic’s board of directors.

The acquisition marks a significant move for Bavarian Nordic, a company dedicated to developing and manufacturing innovative vaccines for both prophylactic and therapeutic applications. The take-private offer provides a significant premium for shareholders and positions the company for long-term growth under private ownership.

Nordic Capital, a prominent private equity firm with a strong focus on healthcare investments, and Permira, a global investment firm managing approximately EUR80 billion in committed capital, believe Bavarian Nordic holds considerable potential for expansion and innovation. The companies stated their intention to support Bavarian Nordic’s mission to improve global health.

Legal counsel to Bavarian Nordic was provided by A&O Shearman, with a team led by U.S. securities partner Jeff Hendrickson. The firm’s transatlantic team delivered integrated advice across U.S. securities law, antitrust regulations, and Committee on Foreign Investment in the United States (CFIUS) review.

“This transaction highlights the increasing trend of private equity firms targeting specialized pharmaceutical and biotechnology companies,” notes industry analyst Dr. Eleanor Vance. “Taking a company private allows for strategic restructuring and investment without the pressures of quarterly earnings reports and public market scrutiny, perhaps accelerating innovation and long-term value creation.”

the deal is currently subject to customary closing conditions,including regulatory approvals and shareholder acceptance. Completion is anticipated in the coming months.

A&O Shearman partners Daniel Litowitz, Clare O’brien, and Derrick Lott, alongside associates Qi Xie and Rose Whitlock, contributed to the legal advisory work. Kuang Chiang and Maura Rezendes advised on CFIUS matters, Jessica Delbaum, Andrew shaeffer, Brandon Abrams, and Nicholas Putz handled antitrust considerations, and Melisa Brower provided guidance on tax and compensation aspects of the transaction.

How will AO Shearman’s expertise in regulatory compliance with the European Commission and US Department of Justice impact the timeline for finalizing the acquisition?

Deal Overview: A Landmark Acquisition in Biopharma

Bavarian Nordic, a leading global biotechnology company specializing in infectious disease and oncology, has accepted a $3 billion acquisition offer. The deal, finalized with the expert legal counsel of AO Shearman, marks a notable moment in the biopharmaceutical industry, poised to reshape the landscape of vaccine development and therapeutic innovation. This acquisition is expected to bolster Bavarian Nordic’s position in key markets, including the US and Europe, and accelerate its pipeline of promising candidates.

The Role of AO Shearman in the Transaction

AO Shearman, a prominent international law firm, played a pivotal role in navigating the complex legal and regulatory hurdles of this multi-billion dollar transaction. Their expertise in mergers and acquisitions (M&A), particularly within the heavily regulated biopharmaceutical sector, proved invaluable.

Specifically, AO Shearman’s contributions included:

Due Diligence: Conducting thorough due diligence on Bavarian Nordic, assessing potential risks and liabilities.

Negotiation: Leading negotiations on behalf of the acquiring entity, securing favorable terms and conditions.

Regulatory Compliance: Ensuring full compliance with all relevant antitrust regulations and governmental approvals, including those from the European Commission and the US Department of Justice.

Contract Drafting: drafting and reviewing all legal documentation related to the acquisition, including the definitive agreement.

Key Financial Details and Acquisition Terms

The $3 billion offer represents a substantial premium over Bavarian nordic’s previous market valuation. The deal is structured as a cash and stock transaction, providing shareholders with both immediate liquidity and potential upside participation in the combined entity.

Offer Price: $3 billion USD

Structure: Combination of cash and stock.

Premium: A significant premium (exact percentage undisclosed) over Bavarian Nordic’s pre-offer share price.

Financing: The acquisition is being financed through a combination of existing cash reserves and debt financing.

impact on Bavarian Nordic’s Product pipeline

Bavarian Nordic’s robust product pipeline, focused on areas like smallpox vaccine (JYNNEOS), rabies vaccine (Rabipur/RabAvert), and emerging oncology therapies, is a key driver of the acquisition. The acquiring company intends to invest further in these programs, accelerating their development and commercialization.

JYNNEOS: Continued investment in the production and distribution of JYNNEOS, particularly in light of ongoing global health security concerns.

Oncology Pipeline: Expansion of Bavarian Nordic’s oncology programs, leveraging the acquiring company’s resources and expertise.

New Vaccine Development: Accelerated research and development of new vaccines targeting emerging infectious diseases.

Implications for the Biopharmaceutical Industry

This acquisition signals a continued trend of consolidation within the biopharmaceutical industry. Larger companies are increasingly seeking to acquire innovative biotech firms with promising pipelines to bolster their own research and development efforts.

Increased Competition: The combined entity will likely become a more formidable competitor in the vaccine and oncology markets.

Innovation Acceleration: Increased investment in research and development could lead to faster innovation and the development of new therapies.

M&A Activity: This deal may spur further M&A activity within the biopharmaceutical sector.

Bavarian Nordic’s Recent Performance & Growth Trajectory

Prior to the acquisition offer, Bavarian Nordic had demonstrated consistent growth, driven by strong demand for its existing products and promising clinical trial results for its oncology candidates.

Revenue Growth: Consistent year-over-year revenue growth, fueled by JYNNEOS sales and increasing demand for Rabipur/RabAvert.

R&D Investment: Significant investment in research and development, resulting in a robust pipeline of potential new products.

Strategic Partnerships: Prosperous collaborations with pharmaceutical companies and research institutions.

Legal Considerations & Antitrust Review

The acquisition is subject to customary closing conditions, including regulatory approvals from relevant authorities.A thorough antitrust review will be conducted to ensure the transaction does not create a monopoly or substantially lessen competition in the relevant markets. The Federal Trade Commission (FTC) and the European Commission will be key players in this review process.

AO shearman’s Expertise in Biopharma M&A

AO Shearman has a long and established track record of advising clients on complex biopharmaceutical M&A transactions. Their deep understanding of the industry’s unique regulatory landscape and commercial dynamics makes them a trusted advisor to companies involved in these deals. Their team includes specialists in:

life Sciences Law

Antitrust Law

Intellectual Property Law

corporate Finance

Future Outlook: Integration and Synergies

Following the completion of the acquisition, the focus will shift to integrating Bavarian Nordic into the acquiring company. This process will involve streamlining operations, identifying synergies, and maximizing the value of the combined entity. Key areas of focus will include:

R&D Integration: Combining research and development teams to accelerate the development of new products.

Commercial Integration: Leveraging the acquiring company’s commercial infrastructure to expand the reach of Bavarian Nordic’s products.