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The chair of Bavarian Nordic abruptly resigned after the Danish vaccine maker failed to win enough shareholder support for a $3.1 billion takeover bid backed by private equity giants Nordic Capital and Permira.

The company announced late Thursday that Luc Debruyne stepped down immediately and will be succeeded by Vice Chair Anne Louise Eberhard, who will guide the board as the company regroups following the collapse of the deal.

A Sudden Exit After a Rejected Bid

Debruyne said that “after careful reflection” on the process and the failed vote, he chose to resign to allow the board to focus fully on Bavarian Nordic’s next phase.

Eberhard emphasized that ensuring stability and continuity is now the company’s top priority as it navigates the aftermath.

Shares plunged more than 7.5% Friday morning on the Nasdaq Copenhagen, underscoring investor unease following the takeover’s collapse.

Shareholders Balk at $39 Per Share Offer

The takeover proposal offered 250 Danish kroner ($39) per share, but only 60% of shareholders backed the offer. That fell well short of the 66.6% acceptance threshold required under Danish takeover rules.

Nordic Capital and Permira, acting through their acquisition vehicle Innosera ApS, initially demanded 90% support before lowering the threshold to 75% and later to 66.6%. Even then, the proposal failed to clear the bar, prompting the firms to withdraw the bid on Nov. 6.

“The offer has irrevocably lapsed, and no shares will be acquired under the offer,” Bavarian Nordic confirmed.

Pension Funds and Investors Push Back

The deal would have removed Bavarian Nordic from the Nasdaq Copenhagen. But major investors, including Danish pension fund ATP, opposed the takeover. ATP said it intended to remain a “long-term shareholder,” resisting the private equity firms’ attempt to take control.

Nordic Capital and Permira argued they could build Bavarian Nordic into a leading vaccine powerhouse, leveraging their healthcare investment track record to expand its portfolio of travel and endemic disease shots.

Legal Teams Behind the Bid

Innosera was advised by Freshfields PartG mbB, White & Case LLP, and Sidley Austin LLP, with additional guidance from Danish firm Gorrissen Federspiel.
Bavarian Nordic relied on Danish law firm Kromann Reumert throughout the process.