Innosera Offer Site to Shareholders in Bavarian Nordic A/S
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Offer Site to Shareholders in
Bavarian Nordic A/S

Innosera ApS, a company controlled by funds managed and advised by Nordic Capital and Permira, has increased the offer price to all shareholders of Bavarian Nordic.

On October 15th, 2025, the offer price was increased from DKK 233 to DKK 250 per share and the offer period was extended to 5 November at 5:00 p.m. (CET). The new price of DKK 250 constitutes Innosera’s best and final offer price to the shareholders.

The best and final offer price reflects a 47.4 % premium relative to the six-months volume-weighted average share price, 45.4 % relative to the three-months volume-weighted average share price, and a premium of 40.5 % relative to the one-month volume-weighted average share price all calculated as of 23 July 2025 - the last trading day before a potential offer was first mentioned in the media.

On October 21th, 2025, Innosera lowered the minimum acceptance condition from 75% to 66 2/3 % of the shares in Bavarian Nordic (excluding treasury shares). To ensure shareholders have two full weeks to consider the third supplement as per applicable rules, the time of expiry of the offer period on 5 November 2025 is amended from 5:00 p.m. (CET) to 11:59 p.m. (CET).

Due to applicable statutory time limitations, Innosera is generally precluded from making any improvement of the offer or extension of the offer period for the remainder of the offer period.

All shareholders in Bavarian Nordic can accept the all-cash, board-recommended offer of DKK 250 per share via their bank or investment platform up until the final offer period expires on 5 November 2025 at 11:59 p.m. (CET).

Christian Hedegaard, Managing Director Healthcare, Head of Denmark, Nordic Capital Advisors, 21 October:
“We are now making a final adjustment to the offer terms by lowering the acceptance threshold to 66 2/3 %. This step is intended to increase transaction certainty and reflects our commitment to completing the transaction. With the final offer terms including the offer price of DKK 250 per share now in place, it is up to shareholders to consider the benefits of the offer against the alternatives and make their final decision before 5 November”

Florian Kreuzer, Managing Director Healthcare, Head of DACH, Permira, 21 October:
“We are seeing broad support now from shareholders who recognise that the revised offer of DKK 250 per share provides compelling, certain, and immediate value — without the volatility, execution risks and additional capital requirements associated with Bavarian Nordic’s long-term strategy. This is our best and final offer, representing a 47.4% premium to the six-month volume-weighted average share price, calculated as of 23 July 2025, and a significant opportunity for shareholders to crystallise value with certainty. Nordic Capital and Permira are legally restricted from any further changes or extensions — the decision now rests with shareholders.”

News

October 31th, 2025: Reminder of expiry of the offer period and update on undertakingsOctober 21th, 2025: Commercial press release – Lowering of the minimum acceptance conditionOctober 21th, 2025: Announcement on lowering of the minimum acceptance conditionOctober 16th, 2025: Company Announcement - Publication of Supplementary Board StatementOctober 15th, 2025: Press release - Increase of offer price and extension of offer periodOctober 15th, 2025: Extension announcement – Increase of offer price and extension of offer periodOctober 13th, 2025: Reminder of expiry of the offer periodOctober 09th, 2025: Press release - All required regulatory approvals in relation to the public tender offer to the shareholders of Bavarian Nordic A/S have now been obtained – offer period set to expire on 14 OctoberOctober 09th, 2025: Announcement of final regulatory approvalSeptember 29th, 2025: Press Release - Extension until 14 October 2025 of the offer period for the public takeover offer to the shareholders of Bavarian NordicSeptember 29th, 2025: Extension Announcement - Publication of extension of offer period August 26th, 2025: Press Release - Offer document published for the recommended public offer to shareholders in Bavarian NordicAugust 26th, 2025: Section 4(2) AnnouncementAugust 26th, 2025: Company Announcement - Publication of Board StatementAugust 26th, 2025: Company Announcement - Publication of Offer DocumentJuly 28th, 2025: Press release - Nordic Capital and Permira Announce Recommended Takeover Offer for Bavarian Nordic July 28th, 2025: Section 4(1) Announcement

Timeline

28 July 2025

Announcement of the offer

26 August 2025

Publication of offer document and offer period begins

Publication of the board statement, including the board recommendation

29 September 2025

Extension of the offer period

30 September 2025

Expiry of the initial offer period – the date is no longer relevant in relation to the offer

14 October 2025

Expiry of the extended offer period – the date is no longer relevant in relation to the offer

15 October 2025

Increase of offer price and further extension of the offer period

16 October 2025

Publication of the Supplementary Board Statement

21 October 2025

Lowering of the minimum acceptance condition

5 November 2025

Offer period ends at 11:59 p.m. (CET)

6 November 2025

Expected announcement of preliminary result of the offer period (18 hours after the expiry of the offer period).

11 November 2025

Expected announcement of final result

3 December 2025

Latest expected date for settlement of offer

5 December 2025

Expected date of payment to shareholders’ accounts*

*Payment to shareholders with foreign bank accounts may take longer

Key Documents

FAQ

Click on each question to expand the text to include answers.

Question 1: How do I accept the offer?

You can accept the offer through your online banking platform, trading platform, or by contacting your bank advisor, who can help you complete the process. You’ll find all necessary information in the offer document, which has been published and approved by the Danish Financial Supervisory Authority (Finanstilsynet).

Question 2: Is my acceptance binding?

Yes. Once you have accepted the offer, your acceptance is binding. However, under certain conditions, you may be able to withdraw it, as further outlined in the offer document.

Question 3: When will I receive payment for my shares?

At completion of the offer. For more information regarding key dates and deadlines please see timeline section on the website or the offer document.

Question 4: Why is the Consortium seeking to acquire Bavarian Nordic?

The transaction will enable the company to accelerate its growth strategy and pursue long-term value creation with access to significant capital and resources. With a track record of over 30 years of investing in healthcare companies, Nordic Capital and Permira are committed to supporting and accelerating Bavarian Nordic’s strategic ambitions and expanding its international operations.

Nordic Capital and Permira trust that the shareholders will see this offer as an opportunity to realise the value of their investment – and allow the next growth chapter of the company’s journey to unfold.

Question 5: How does the price compare to the company’s historical share price?

The offer price is DKK  250 per share reflecting a premium of 47.4 % relative to the six-months volume-weighted average share price, 45.4 %relative to the three-months volume-weighted average share price, and 40.5 % relative to the one-month volume-weighted average share price for the periods ending July 23rd, 2025, which was the last trading day before a potential offer was mentioned in the media.

Question 6: How is the offer structured?

The offer is an all-cash voluntary recommended public takeover offer to acquire all of the issued and outstanding shares in Bavarian Nordic.

The offer does not extend to any financial instruments issued by Bavarian Nordic other than shares, including any sponsored ADR program for the shares. However, the offer is being made for the shares underlying the ADRs, subject to the terms and conditions of the offer document.

Question 7: Will the Board of Directors and Executive Management tender their own shares in the company?

The members of the Board of Directors and executive management of Bavarian Nordic have irrevocably undertaken to accept the offer in accordance with the terms and conditions of the offer. 

Question 8: What happens if the consortium ends up with between 66 2/3% and 90%?

If the consortium gets accept from between 66 2/3% and 90% of the share capital, the free float will be significantly reduced, and there may ultimately be no liquid market for minority investors to sell their shares. Furthermore, as the consortium has consistently guided, M&A is a central part of the next growth phase. As such, the company will likely require material capital increases in the future, which could be dilutive. In this context, it is important to note that the consortium will be able to unilaterally appoint the majority of the Board of Directors and thereby control all major strategic decisions for the company.

Question 9: What happens if I do not accept the offer, but the offer completes anyway?

If you do not accept the offer, no further action is required, and you will remain a shareholder even if the offer completes. However, not tendering your shares will have important implications for you in each of the two possible completion scenarios:

  • Between 66 2/3-90% ownership: If the consortium gets accept from between 66 2/3% and 90% of the share capital, the free float would be significantly reduced, and there may ultimately be no liquid market for you to sell your shares. Additionally, the company would likely require capital increases to fund M&A, which the consortium intends to execute. Such capital increases could be dilutive for shareholders and can be voted through solely with the consortium’s votes.

  • Above 90% ownership: If the consortium achieves an acceptance rate above 90% of the share capital, it intends to delist Bavarian Nordic from Nasdaq Copenhagen. If Bavarian Nordic is delisted, you, as a shareholder, would no longer benefit from the enhanced reporting obligations required of a listed company, and your ability to trade in shares would be significantly restricted. Furthermore, your shares could be subject to compulsory acquisition.

Question 10: Can the offer period be further extended?

Innosera is legally restricted from extending the offer beyond 5 November 2025.  All dates and any new information is reflected on this website and typically communicated by your bank or investment platform.

Contact

Media enquiries:

Press@innosera-offer.com


Administrative questions:

For administrative questions regarding the offer, please contact your bank or the nominee registered as holder of your shares.

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About

About Innosera

Innosera ApS is a newly established company under the laws of Denmark. Other than the activities associated with the Offer, Innosera has not had any activities since its incorporation.

About Nordic Capital

Nordic Capital is a leading sector-specialist private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and Services & Industrial Tech. Key regions are Northern Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested c. EUR 30 billion in over 150 investments and its team of 250 professionals operates from 10 offices including local sector investment advisory teams in Denmark, Sweden, Germany, Norway, Finland, the UK and the US. Healthcare has been one of Nordic Capital’s key focus sectors since its establishment in 1989. In total, Nordic Capital has invested in 45 Healthcare platform companies and has deployed EUR 10.4 billion of equity capital across its focus sub-sectors Pharma, Healthtech, Medtech & Life Sciences and Healthcare Services.

“Nordic Capital” refers to, depending on the context, any, or all, Nordic Capital branded entities, vehicles, structures, and associated entities. The general partners and/or delegated portfolio managers of Nordic Capital’s entities and vehicles are advised by several non-discretionary sub-advisory entities, any or all of which are referred to as “Nordic Capital Advisors”.

For more information visit www.nordiccapital.com.

About Permira

Permira is a global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds across two core asset classes, private equity and credit, with total committed capital of approximately €80bn. The Permira private equity funds make both long-term majority (Buyout) and minority (Growth Equity) investments in four key sectors: Healthcare, Technology, Consumer, and Services. The Permira funds have an extensive track record in healthcare investing, having deployed over €5 billion in 20+ companies to scale some of the most innovative healthcare businesses globally across specialty pharma, medical devices, healthcare outsourcing platforms and healthcare technology. Permira employs over 500 people in 17 offices across Europe, the United States and Asia.

For more information visit www.permira.com.