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 on August 26th, 2025, published the offer document for the recommended all-cash offer to acquire all outstanding shares in Bavarian Nordic at an offer price of DKK 233 per share.
The Board of Directors of Bavarian Nordic recommends Bavarian Nordic shareholders to accept the offer. Furthermore, all members of the Board of Directors and Executive Management have irrevocably undertaken to accept the offer and tender their shares.
The offer provides immediate and certain value for shareholders at an attractive premium of 37.4% relative to the six-months volume-weighted average share price for the period ending July 23rd, 2025, which was the last trading day before a potential offer was mentioned in the media.
This valuation is the result of extensive due diligence and in-depth analysis by Nordic Capital and Permira. The offer follows thorough and intense negotiations with the company’s Board of Directors.
“From today, shareholders are able to access the detailed offer document and decide whether to tender their shares to realise their investment at an attractive valuation. At completion of the offer, Bavarian Nordic will be able to enter its next growth chapter, where Nordic Capital and Permira look forward to supporting the company in accelerating its strategy.”
- Christian Hedegaard, Managing Director Healthcare, Head of Denmark, Nordic Capital Advisors.
“The offer document outlines Permira and Nordic Capital’s attractive offer for Bavarian Nordic with a significant premium of 37.4% over the volume-weighted average share price of the last six months. Shareholders now have all the necessary information, including the strong unanimous recommendation by the Board of Directors, to consider the benefits of accepting the offer.“
- Florian Kreuzer, Managing Director Healthcare, Head of DACH, Permira.
News
Timeline
If the offer period is extended, the dates will be adjusted accordingly.
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
30 September 2025
Offer period ends (5:00 PM Danish time)
1 October 2025
Expected announcement of preliminary result of the acceptance period (before 11:00 AM Danish time)
6 October 2025
Expected announcement of final result
28 October 2025
Latest expected date for settlement of offer
30 October
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 at an attractive price – 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 233 per share reflecting an attractive premium of 37.4% relative to the six-months volume-weighted average share price, 35.5% relative to the three-months volume-weighted average share price, and 31.0% 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 has the price been negotiated and is it fair?
This valuation is the result of extensive due diligence and in-depth analysis by Nordic Capital and Permira. It follows thorough and intense negotiations with the company’s Board of Directors, which has unanimously decided to recommend shareholders in Bavarian Nordic to accept the offer. Read the full recommendation of the Board of Directors of Bavarian Nordic to shareholders to accept the offer on this website under Key Documents.
Question 7: 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 8: What is Bavarian Nordic’s Board of Directors’ view on the offer?
The Board of Directors of Bavarian Nordic has unanimously decided to recommend that Bavarian Nordic’s shareholders accept the offer.
Read the full recommendation of the Board of Directors of Bavarian Nordic to shareholders to accept the offer on this website under Key Documents.
Question 9: 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 10: What happens if the consortium ends up with between 75% and 90%?
If the consortium gets accept from between 75% 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 11: 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 75-90% ownership: If the consortium gets accept from between 75% 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 consortiums 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
Question 12: What happens if the offer period is extended?
If the offer period is extended, the remaining dates will be adjusted accordingly. All dates and any new information will be reflected on this website and typically communicated by your bank or investment platform.
Contact
Media enquiries:
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.