Consortium Led by Nordic Capital and Permira Will Make All-Cash Recommended Purchase Offer for Bavarian Nordic

Core Viewpoint - Bavarian Nordic A/S has entered into an agreement with Innosera ApS for a recommended voluntary public takeover offer at DKK 233 per share, valuing the company at approximately DKK 19 billion [1][2]. Offer Highlights - The offer price of DKK 233 represents a 21.0% premium over the closing price of DKK 192.50 on July 23, 2025 [2]. - The offer price reflects a 31.0% premium compared to the one-month volume-weighted average share price of DKK 177.92, a 35.5% premium over the three-month average of DKK 171.99, and a 37.4% premium over the six-month average of DKK 169.60 [2]. - The Board of Directors of Bavarian Nordic intends to recommend that shareholders accept the offer [2][7]. Board of Directors' Position - The Board believes the offer is attractive and has unanimously decided to recommend acceptance to shareholders [2][7]. - All members of the Board and Executive Management have committed to tender their shares, representing 0.30% of the voting rights and share capital [2]. Offer Process and Conditions - The Offeror will publish an offer document approved by the Danish Financial Supervisory Authority within four weeks [2][14]. - The offer period is expected to last six weeks, subject to extension [2][16]. - Completion of the offer is contingent upon obtaining over 90% of voting rights, necessary regulatory approvals, and no adverse changes occurring [2][12]. Strategic Rationale - Nordic Capital and Permira believe the acquisition will accelerate Bavarian Nordic's growth strategy and enhance its position in the global vaccine market [4][5]. - The transformation of Bavarian Nordic into a leading international vaccine company is ongoing and will require continued investment [4]. Commitment to Stakeholders - Nordic Capital and Permira intend to support Bavarian Nordic's mission to provide life-saving vaccines and maintain operations in partnership with management and employees [6]. - The Offeror aims to create long-term value for all stakeholders, including society and patients [6]. Financial Advisors - Citigroup Global Markets Europe AG and Nordea Danmark are acting as financial advisors to Bavarian Nordic [18].