Core Points - Bavarian Nordic A/S has increased its share capital by DKK 3,818,710 due to the exercise of employee warrants [1] - The capital increase was executed without pre-emption rights for existing shareholders, resulting in total proceeds of DKK 78.7 million [2] - The new shares will be listed on Nasdaq Copenhagen and will have the same rights as existing shares, bringing the total nominal value of share capital to DKK 792,367,280 [3] - The announcement does not alter the company's financial expectations for 2025 [4] Company Overview - Bavarian Nordic is a global vaccine company focused on improving health through innovative vaccines, including mpox and smallpox vaccines [5]

Core Viewpoint - Bavarian Nordic A/S is undergoing a voluntary public takeover offer from Innosera ApS, backed by Nordic Capital Fund XI and Permira, with the Board of Directors recommending shareholders accept the offer as it presents immediate and attractive value [1][2]. Company Overview - Bavarian Nordic has evolved into a leading vaccine company since 2018, receiving multiple unsolicited inquiries for potential takeover bids [2]. - The company specializes in innovative vaccines, including mpox and smallpox vaccines, and has a strong portfolio of travel vaccines [4]. Offer Details - The Board of Directors has conducted a thorough analysis of the takeover offer, considering the company's financials, performance, and future prospects [2]. - The offer is positioned as an opportunity for shareholders to realize immediate value, which the Board finds attractive [2]. - The Board Statement regarding the offer is available in both Danish and English, with the Danish version prevailing in case of discrepancies [2][3]. Communication and Availability - Offer-related documents, including the Board Statement, are accessible on Bavarian Nordic's website, with notifications sent to registered shareholders [3].

Core Insights - Bavarian Nordic A/S completed the sale of its Priority Review Voucher (PRV) for a cash consideration of USD 160 million [1] - The net proceeds from the sale, after deducting royalties and transaction costs, amount to DKK 810 million, which will be recognized as other operating income [2] - The company's revenue expectations for 2025 remain unchanged, with a guided EBITDA margin of 26-30% for regular business, while the total EBITDA margin is expected to be in the range of 40-42% when including the extraordinary income from the PRV sale [2][3] Financial Guidance for 2025 - Revenue guidance is set between DKK 5,700 million and DKK 6,700 million [3] - Public Preparedness revenue is expected to be between DKK 3,000 million and DKK 4,000 million [3] - Travel Health revenue is projected at DKK 2,500 million [3] - Other income is estimated at DKK 200 million [3] - The EBITDA margin for regular business is guided at 26% to 30% [3] - Other net operating income from the PRV sale is DKK 810 million [3] - The total EBITDA margin, including extraordinary income, is expected to be between 40% and 42% [3] Company Overview - Bavarian Nordic is a global vaccine company focused on improving health and saving lives through innovative vaccines [4] - The company is a preferred supplier of mpox and smallpox vaccines to governments, enhancing public health preparedness [4] - Bavarian Nordic also has a leading portfolio of travel vaccines [4]

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].

Group 1 - Bavarian Nordic A/S is in discussions with a consortium consisting of Nordic Capital and Permira regarding a potential takeover offer [1][2] - There is no certainty whether any offer will be made, nor the timing or terms of such an offer [2] - Bavarian Nordic A/S is a global vaccine company focused on improving health through innovative vaccines, including mpox and smallpox vaccines [3]