This Schedule 14D-9C consists of the following documents related to
the proposed acquisition of bluebird bio, Inc., a Delaware corporation (the Company or bluebird bio), pursuant to an Agreement and Plan of Merger, dated as of February 21, 2025, by and among Beacon Parent Holdings, L.P.,
a Delaware limited partnership (Parent), and Beacon Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub).
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1. |
Frequently Asked Questions, dated February 21, 2025 (Exhibit 99.1) |
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2. |
Email from Andrew Obenshain, Chief Executive Officer of bluebird bio, sent to employees, dated
February 21, 2025 (Exhibit 99.2) |
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3. |
Email from Tom Klima, Chief Commercial & Operating Officer of bluebird bio, sent to QTC Accounts,
dated February 21, 2025 (Exhibit 99.3) |
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4. |
Form Email for CMC Vendors, dated February 21, 2025 (Exhibit 99.4) |
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5. |
Form Email to National PAO Leaders, dated February 21, 2025 (Exhibit 99.5) |
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6. |
Form Email to Payers, dated February 21, 2025 (Exhibit 99.6) |
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7. |
Social Media Post, dated February 21, 2025 (Exhibit 99.7) |
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender
offer for the outstanding shares of bluebird bio referenced in this communication has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of bluebird bio. The solicitation and the offer
to buy shares of bluebird bio common stock will only be made pursuant to a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent and Merger Sub intend to file with the
Securities and Exchange Commission. In addition, bluebird bio will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be
able to obtain a free copy of these materials and other documents filed by Parent, Merger Sub and bluebird bio with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with
or furnished to the SEC by bluebird bio under the investors & media section of bluebird bios website at www.bluebirdbio.com.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF BLUEBIRD
BIO AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO
THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
The statements included above that are not a description of historical facts are forward-looking statements. Words or
phrases such as believe, may, could, will, estimate, continue, anticipate, intend, seek, plan, expect,
should, would or similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on bluebird bios current beliefs and expectations and include, but are not limited to:
statements regarding beliefs about the potential benefits of the transaction, the planned completion and timing of the transactions contemplated by the Merger Agreement; and the prospective performance and outlook of the surviving companys
business, performance, and opportunities. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing and completion of the tender offer and the merger; uncertainties as to the percentage of
bluebird bio stockholders tendering their shares in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the merger may not be satisfied or waived, including
the failure to receive any required regulatory approvals from