2seventy bio, Inc.: M&A transaction — Bristol-Myers Squibb completes acquisition of 2seventy bio for $5.00/share, total ~$264.6M

2seventy bio, Inc.

Tender offer expired May 12, 2025; 81.8% of shares tendered (43,542,774 shares).
Merger completed May 13, 2025 without stockholder vote under DGCL Section 251(h).
All outstanding shares converted to $5.00 cash; total consideration ~$264.6M.
2seventy bio stock delisted from Nasdaq; plans to file Form 15 to suspend SEC reporting.
Board replaced with Bristol-Myers appointees; former directors resigned, stock plans terminated.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

2seventy bio, Inc.: Amended and restated certificate of incorporation in connection with merger.

Change: charter amendment

Exact text from the filing

2seventy bio’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the “ Second Amended and Restated Certificate of Incorporation ”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

2seventy bio, Inc.: Amended and restated by-laws in connection with merger.

Change: bylaw amendment

Exact text from the filing

2seventy bio’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as so amended and restated, the “ Second Amended and Restated By-Laws ”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

2seventy bio, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $5.00 per share in cash (closed 2025-05-13).

Action: change of control
Counterparty: Bristol-Myers Squibb Company
Consideration: $5.00 per share in cash
Closing: 2025-05-13

Exact text from the filing

ities and Exchange Commission (the “ SEC ”) on March 11, 2025 by 2seventy bio, Inc., a Delaware corporation (the “ Company ” or “ 2seventy bio ”), 2seventy bio entered into an Agreement and Plan of Merger, dated March 10, 2025 (the “ Merger Agreement ”), with Bristol-Myers Squibb Company, a Delaware corporation (“ Bristol-Myers Squibb ”), and Daybreak

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Source: SEC EDGAR

accession 0001140361-25-018514

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