BMS to Acquire 2seventy bio for $286 Million in All-Cash Transaction

March 11, Cambridge, Massachusetts – 2seventy bio (Nasdaq: TSVT) today announced a definitive merger agreement under which Bristol-Myers Squibb (“BMS”) will acquire all outstanding shares of 2seventy bio for $5.00 per share in an all-cash transaction, representing an equity value of approximately $286 million, or $102 million net of anticipated cash. The transaction represents an 88% premium to the closing price of $2.66 on March 7, 2025.。

2seventy bio CEO Chip Baird stated:"One year ago, 2seventy bio decided to focus on unlocking the value of Abecma, with the goal of providing more time for patients with multiple myeloma and maximizing value for all stakeholders. The strategic rationale for this acquisition is clear."Today's announcement represents the culmination of 2seventy bio's journey. We believe that Abecma will continue to benefit from BMS's experience and resources to ensureInsurance"To deliver this important therapy to the patients who need it. I would like to sincerely thank the dedicated community of 2seventy team members and the broader group of patients, scientists, providers, and partners who have helped turn cell and gene therapies into what is, for patients, a complex concept."

Transaction Details and Completion Path

According to the terms of the agreement, BMS will immediately commence a full-cash transaction to acquire all outstanding shares of 2seventy bio at $5.00 per share. The board of directors of 2seventy bio unanimously recommends that shareholders of 2seventy bio tender their shares in the offer.

The transaction is expected to be completed in the second quarter of 2025 and is subject to customary closing conditions, including the tender of a majority of the outstanding shares of 2seventy bio common stock and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Following the successful completion of the tender offer, Bristol-Myers Squibb will acquire the remaining untendered shares of 2seventy bio through a second-step merger at the same price of $5.00 per share as in the tender offer.All remaining shares of 2seventy bio common stock.

Upon completion of the transaction, 2seventy bio's common stock will no longer be listed for trading on NASDAQ.

Regarding the execution of the merger agreement, certain shareholders of 2seventy bio, who own approximately 5.3% of the issued and outstanding common stock of 2seventy bio, have entered into tender and support agreements, under which they have agreed to tender all of their shares in the offer.