Kelly (Nasdaq: KELYA, KELYB) connects talented people to companies in need of their skills in areas including Science, Engineering, Education, Office, Contact Center, Light Industrial, and more. We’re always thinking about what’s next in the evolving world of work, and we help people ditch the script on old ways of thinking and embrace the value of all workstyles in the workplace. We directly employ nearly 350,000 people around the world and connect thousands more with work through our global network of talent suppliers and partners in our outsourcing and consulting practice. Revenue in 2021 was $4.9 billion. Visit kellyservices.com and let us help with what’s next for you.
Joe Gomes, CFA, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.
Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.
Refer to the full report for the price target, fundamental analysis, and rating.
Completed. Kelly Services has completed the acquisition of Motion Recruitment Partners, LLC (“MRP”), from Littlejohn & Co., LLC, a private investment firm. As we highlighted in past reports, this is a transformational acquisition for Kelly, the largest in its history. We believe MRP will be a key driver in Kelly posting a higher revenue growth rate as well as continued expansion of Kelly’s adjusted EBITDA margin.
MRP Refresher. MRP is the parent company to a group of leading global talent solution providers. The acquisition of MRP strengthens the scale and capabilities of Kelly’s staffing and consulting solutions across technology, telecommunications, and government specialties in North America, and recruitment process outsourcing solutions globally.
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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).
*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision.
One of the pioneering players in applying video game technology to treating mental health conditions is going all-in on its digital therapeutic ambitions. Virtual Therapeutics announced Monday it has struck a deal to acquire Akili, Inc. in an all-cash transaction valuing the digital therapeutics firm at $276 million.
The acquisition marks a bold consolidation move as Virtual Therapeutics aims to establish itself as a diversified leader in the rapidly evolving digital health landscape. Akili shareholders will receive $0.4340 per share under the terms of the agreement, representing an 85% premium to the stock’s closing price in late April before a strategic review was announced.
Virtual Therapeutics has built a portfolio of virtual reality and immersive game experiences explicitly designed to provide mental health and cognitive fitness solutions. By adding Akili’s clinically-validated mobile software products to its platform, the combined company can offer a multi-modal suite of digital therapeutic offerings across multiple therapeutic areas.
For Akili investors, the all-cash bid comes as a welcome event after a turbulent stretch for the newly-public company. Shares had plunged over 80% from their 2022 IPO price amid slower-than-expected uptake for its flagship ADHD treatment. The $276 million deal price provides Akili shareholders with a rare exit opportunity in the cash-burning digital health space.
Founded in 2011, Boston-based Akili pioneered a new category of medicine it calls “digital therapeutics” – video game-like software programs prescribed by doctors that are clinically validated to treat medical conditions directly through cognitive engagement and video inputs. Its lead product, EndeavorRx, was cleared by the FDA in 2020 as a treatment for children with ADHD.
Virtual Therapeutics has been taking a different tack, creating visually-rich, immersive game worlds as mental health interventions for conditions like depression, anxiety, PTSD and cognitive decline. The two approaches could prove complementary, with Akili’s mobile experiences providing one delivery mechanism and Virtual Therapeutics’ VR worlds offering an alternative modality.
Combining platforms may allow the merged company to deliver a truly multi-channel digital therapeutic offering spanning mobile, console and virtual reality environments. Cost synergies from eliminating redundancies in technology, R&D and sales infrastructure could also drive improved profitability over time.
For Virtual Therapeutics CEO and co-founder Dan Elenbaas, the Akili merger represents a major milestone in his mission to “bring behavioral health services to as many patients as possible” through engaging, accessible digital experiences. With clinical validation and regulatory clearance already in hand for Akili’s products, the road to scaling distribution and driving adoption may become clearer.
Weighing the deal’s benefits, BTIG analyst Mark Westbrook called the transaction “highly complementary” and stated it positions Virtual Therapeutics as a “clear leader” in delivering validated digital mental health solutions through novel experiential mediums like gaming.
While the digital therapeutics space is still in its infancy, the Virtual Therapeutics-Akili merger creates a formidable platform anchored by real-world clinical data and evidence. Akili gets taken private at a meaningful premium, while Virtual Therapeutics absorbs validated products to accelerate growth in its core mission of delivering modern, scalable solutions to the mental health crisis.
For healthcare investors seeking new frontiers, the combined digital mental health company resulting from this deal could be an enticing way to capitalize on gaming technology being repurposed for medical applications. Virtual reality video games may be just what the doctor ordered.
One of the medical technology industry’s leading providers of coating systems and surface modification is being taken private by private equity firm GTCR in a $627 million deal. Surmodics (SRDX) announced Monday that it has entered into a definitive agreement to be acquired by GTCR in an all-cash transaction valuing the company at $43 per share.
The acquisition price represents a premium of over 41% to Surmodics’ average trading price over the past 30 days. It comes amid a broader push by private equity to double down on investments in the healthcare technology space as medical device innovation accelerates.
Surmodics has been a pioneer in the delivery of surface modification solutions that enhance the biocompatibility of medical products. The Eden Prairie, Minnesota-based company’s technologies are used by blue-chip medical device manufacturers to enable products to interact more safely and effectively with the human body.
Its proprietary coating and treatment platforms are integrated into thousands of devices including vascular intervention technologies, minimally invasive surgical tools, in vitro diagnostics, and ophthalmic products. Surface treatments from Surmodics can improve device thromboresistance, lubricity, durability, adhesion, and biocompatibility.
Those differentiated capabilities caught the eye of GTCR, which has significant experience investing in healthcare companies. The Chicago-based private equity firm currently manages over $25 billion in equity capital across multiple investment strategies.
For Surmodics shareholders, the $43 per share cash deal represents an attractive exit price. In addition to the 41% premium to the recent trading average, the buyout price is 26% higher than where the stock closed on Friday. The company’s shares soared 25% on Monday following news of the transaction.
Surmodics’ Board of Directors unanimously approved the merger agreement and recommends shareholders vote in favor of the deal. The transaction is expected to close in the second half of 2024, subject to shareholder approval, regulatory clearances, and other customary closing conditions.
The medical coatings and surface technology space has seen heightened M&A activity in recent years as major medical product companies seek to enhance their product pipelines. Private equity investors like GTCR have ample dry powder to deploy into healthcare sectors positioned for durable growth driven by demographic tailwinds and innovation.
While going private will provide Surmodics with flexibility to invest for the long-term, the $627 million price tag validates the company’s tools and know-how as essential for next-generation medical device engineering. As healthcare investors compete to back enablers of cutting-edge medical products, GTCR’s bet on Surmodics’ coating capabilities could pay off handsomely.
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Biogen Inc. is doubling down on novel therapies for rare diseases, announcing an acquisition of Human Immunology Biosciences that could be valued at up to $1.8 billion. The deal gives Biogen full rights to HI-Bio’s lead drug candidate felzartamab, which is being studied for several chronic kidney conditions with large unmet medical needs.
The transaction reflects Biogen’s strategic shift under CEO Christopher Viehbacher to diversify beyond its core neuroscience franchise. Just months after the $6.5 billion buyout of kidney disease specialist Reata Pharmaceuticals, Biogen is opening its checkbook again to beef up its pipeline of potential rare disease medicines.
HI-Bio’s felzartamab has completed mid-stage trials for two types of kidney disorders – primary membranous nephropathy and transplant glomerulopathy where the immune system attacks a transplanted organ. Importantly, it is also being evaluated for IgA nephropathy, a leading cause of kidney failure with no approved treatments available.
For Biogen, the deal provides another shot on goal as it navigates an uncertain period. While its newly-launched Alzheimer’s drug Leqembi has shown promise, the company was forced to abandon its previous Alzheimer’s treatment Aduhelm after years of controversy. Biogen’s older multiple sclerosis franchises are facing rising competitive threats as well.
The HI-Bio acquisition gives Biogen added pipeline diversification into nephrology and autoimmune diseases. Felzartamab has a unique approach, as it is an anti-FcRn antibody that targets pathogenic IgG antibodies which can damage kidneys and other organs.
If felzartamab can demonstrate positive efficacy and safety in broader Phase 3 testing, it could eventually have multi-billion dollar peak sales potential across its targeted kidney indications according to analyst forecasts. However, there is no guarantee of clinical or regulatory success.
From a financial perspective, Biogen is paying $1.15 billion upfront for private HI-Bio, along with contingent value rights worth up to $650 million if certain development and commercial milestones are achieved. This is relatively modest compared to Biogen’s $6.5 billion acquisition of Reata announced in February.
The HI-Bio deal continues Biogen’s aim to revamp its R&D pipeline through a series of bold acquisitions and partnerships under Viehbacher. The company is betting that assembling a portfolio of high-risk, high-reward clinical candidates for diseases like Alzheimer’s and kidney disorders will ultimately pay off.
For the healthcare sector and public markets, Biogen’s aggressive business development approach is emblematic of the ongoing consolidation wave. With rising costs of drug development and payer pricing pressures, large biopharma companies are increasingly looking to acquisitions of smaller, more focused biotechs to source external innovation.
While Biogen’s M&A strategy carries substantial financial risk, the HI-Bio deal gives it a promising asset that could reshape treatment for serious kidney diseases if it can overcome the high hurdle of clinical success. For healthcare investors, absorbing Biogen’s evolving pipeline story will be crucial in evaluating the company’s future growth prospects.
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In a transaction that could reshape the landscape of domestic energy transportation, private transportation titan Saltchuk Resources is acquiring publicly-traded Overseas Shipholding Group (OSG) for $950 million. The deal will see OSG, one of the leading providers of liquid bulk transportation services for crude oil and petroleum products in the U.S., become a subsidiary of the diversified Saltchuk group.
The acquisition crowns months of corporate maneuvering and deal-making. It began in late January when Saltchuk, already a significant OSG shareholder, made public its non-binding indication of interest to buy the shipowner outright at $6.25 per share. OSG’s board undertook a review of strategic alternatives, engaging with not just Saltchuk but other potential suitors.
That process culminated in Saltchuk’s winning bid of $8.50 per share – a hefty 61% premium to OSG’s price before word of Saltchuk’s initial approach leaked out. Unanimously approved by both companies’ boards, the cash tender offer values OSG’s equity at $653 million.
For Saltchuk, the deal represents a lucrative double down on the Jones Act shipping sector that ensures American crew, boats and resources are utilized for shipping between U.S. ports. OSG boasts a sizable fleet of U.S.-flagged vessels including shuttle tankers, ATBs, and Suezmax crude carriers serving energy industry customers.
“OSG, our nation’s leading domestic marine transporter of energy, has a strong cultural fit with Saltchuk and shares our commitment to operational safety, reliability, and environmental stewardship,” remarked Mark Tabbutt, Saltchuk’s Chairman.
Acquiring OSG significantly expands Saltchuk’s marine services footprint to complement its existing freight transportation and energy distribution operations under brands like TOTE Maritime, Foss Maritime, NorCal Van & Stor, and Hawaii Petroleum. With over $5 billion in consolidated annual revenues, the private Seattle-based holding company gains increased exposure to the lucrative end markets for moving and handling oil, gas and refined products.
From OSG’s perspective, the sale unlocks a premium acquisition price while providing long-term operational stability by tucking into Saltchuk’s family of companies. OSG President and CEO Sam Norton expressed enthusiasm about “soon joining the Saltchuk family of companies” and gaining access to its resources.
However, the deal must first clear customary closing conditions and regulatory approvals. The tender offer is expected to be completed within the next few months, after which any remaining shares will be acquired in a second-step merger. While the acquisition enjoys board support, OSG shareholders will ultimately determine whether to tender their stakes.
If successful, the combination of OSG’s expertise in Jones Act petroleum shipping with Saltchuk’s scale and diversification could create a new domestic energy shipping powerhouse. But questions remain whether the lofty valuation and integration will pay off for the private buyers in an industry facing headwinds from the transition to cleaner fuels. Regardless, this megadeal indicates the importance both parties place on securing reliable domestic shipping services to keep U.S. energy production on the move.
In a $6.9 billion megadeal that underscores private equity’s rekindled appetite for undervalued tech assets, website builder Squarespace is being taken private by European investment giant Permira. This blockbuster buyout could have major reverberations across the small-cap software landscape as the No-Code movement continues disrupting how businesses establish digital presences.
For small and micro-cap investors attuned to sifting out overlooked gems, the Squarespace acquisition shines a spotlight on a vital but often-neglected corner of the tech universe. Despite its ubiquity in helping small businesses, freelancers, and entrepreneurs create web presences, the versatile platform had seen its public market value plummet from pandemic-era highs over $8 billion to just $2 billion last year.
Permira’s acquisition at a nearly $7 billion valuation represents both validation of Squarespace’s resilient business model and the turnaround potential achievable under private ownership insulated from quarterly earnings pressures. It’s a staggering premium to where shares traded for much of the past 18 months.
At the heart of Squarespace’s appeal is its flagship website builder offering an intuitive, drag-and-drop interface enabling rapid launches of customized online storefronts, portfolios, and digital hubs. This democratization of web development tooling has fueled Squarespace’s growth into a over $1 billion annual revenue business catering to small and medium enterprises (SMEs).
However, Squarespace is far more than just websites. It encompasses a full ecosystem powering e-commerce transactions, online marketing campaigns, appointment booking, analytics and other capabilities critical for SMEs to effectively run digital operations. Its recent exploration of generative AI to automate content creation and email campaigns makes Squarespace a prime platform for capitalizing on the latest tech disruptors reshaping modern business workflows.
This is the type of robust, diversified product suite often valued at premium multiples in large-cap counterparts. Yet Squarespace languished in public market purgatory as Wall Street consistently underappreciated the depth of its platform and upside potential to cross-sell new offerings across its vast installed SME customer base.
For Permira, taking the company private removes constraints imposed by quarterly earnings whiplash and nearsighted market mentalities. It gives Squarespace’s visionary founder and CEO Anthony Casalena — who is staying aboard — considerable flexibility to focus resources on longer-term initiatives like AI, fin-tech, and verticalized solutions to create more enduring competitive advantages.
From the acquirer’s standpoint, Squarespace represents a savvy, well-timed bet on secularly ingrained tech trends expected to drive durable growth for years to come. The democratization of business tools for an entire generation of entrepreneurs and small enterprises is underpinned by rising self-employment, gig-economy dynamics, and startup formation catalyzing demand for easy, affordable website builders and marketing automations.
It’s little surprise Permira sees the opportunity to build a true industry juggernaut by capitalizing on Squarespace’s headstart in capturing this coveted market as digital transformation initiatives proliferate. The PE firm has a proven playbook for propelling verticalized software champions forward through its investments across sectors like cybersecurity, fintech, and manufacturing.
For smaller investors able to scour opportunities more nimbly than institutional counterparts, the Squarespace deal highlights several key themes to monitor going forward:
First, differentiated innovators commercializing technologies that flatten the digital playing field consistently fetch premium valuations, even amidst broader tech routs. As entrepreneurship and SME formation remain robust, enablers of this ecosystem will stay in hot demand.
Secondly, the abundance of depressed small-cap software valuations creates fertile ground for well-capitalized consolidators to pounce. Many unloved public companies commanding strong niches and cash flows could become prime targets for buyouts aiming to revitalize growth trajectories away from quarterly investor scrutiny.
Finally, generational tech disruptors like no-code platforms, AI, fin-tech and vertical SaaS models are seen as highly strategic assets warranting aggressive investments from value-conscious buyers. As industry convergence intensifies, small-caps effectively straddling multiple megatrends could emerge as diamonds in the rough.
The Squarespace saga underscores why diligent small-cap investors must maintain a watchful eye for overlooked assets with compelling runway stories. In today’s environment of dizzying tech change and plentiful private capital awaiting deployment, the most unassuming names may harbor some of the market’s most extraordinary upside opportunities.
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In a major shakeup in the booming music rights acquisition space, private equity giant Blackstone has emerged victorious in a heated bidding war to acquire Hipgnosis Songs Fund, trumping an earlier offer from music company Concord.
The deal, valued at around $1.57 billion, sees Blackstone acquiring the prized music rights portfolio of Hipgnosis, which holds over 65,000 songs from iconic artists like Shakira, Red Hot Chili Peppers, Blondie, and Neil Young. Blackstone’s superior cash offer of $1.30 per share outmaneuvered Concord’s bid of $1.25 per share, which had previously received the backing of Hipgnosis’ board. However, the board has now withdrawn its recommendation in favor of Blackstone’s higher bid.
The transaction represents a significant expansion of Blackstone’s already formidable music rights holdings. The private equity titan has been aggressively building its intellectual property portfolio, with existing assets including hit songs from superstars like Justin Bieber, Justin Timberlake, and performance rights organization SESAC, which boasts affiliates like Bob Dylan and Adele.
The Hipgnosis acquisition also sets the stage for an insightful discussion at Noble Capital Markets’ upcoming Consumer, Communications, Media and Technology Virtual Conference in June. Hosted by leading industry analysts, the conference will provide a comprehensive look at the latest trends, challenges, and opportunities shaping the dynamic technology, media, and telecom landscape. With disruptive forces like streaming, 5G, and AI reshaping multiple industries, analysts are eager to examine the strategic implications and growth avenues for major players across this critical sector. The music rights boom will undoubtedly be a key topic of discussion, but the conference aims to deliver a holistic perspective on the evolving TMT ecosystem.
As the dust settles on this blockbuster deal, all eyes will be on Blackstone’s next strategic moves in the world of music IP. With its substantial resources and existing portfolio, the private equity titan is well-positioned to further consolidate its dominance in this lucrative arena. The company’s aggressive pursuit of Hipgnosis signals its belief in the long-term value and growth potential of iconic musical works as the industry continues its shift towards streaming platforms and new content consumption models emerge.
Boston-based biotech giant Vertex Pharmaceuticals announced today that it has agreed to acquire Alpine Immune Sciences for $4.9 billion in cash, placing a major bet on the smaller company’s promising drug candidate for treating serious autoimmune diseases.
The crown jewel of the acquisition is Alpine’s lead molecule povetacicept, a dual antagonist of the BAFF and APRIL proteins that have been implicated in driving several autoimmune and inflammatory conditions. Through Phase 2 trials, povetacicept has demonstrated potentially best-in-class efficacy for treating IgA nephropathy (IgAN), a serious progressive kidney disease caused by autoimmune complexes.
IgAN is the most common cause of primary glomerulonephritis (inflammation of the kidney’s filtering units) worldwide, affecting approximately 130,000 people in the U.S. alone. The disease frequently leads to end-stage renal failure, yet there are currently no approved treatments that target the underlying causes of IgAN. Povetacicept is slated to enter pivotal Phase 3 clinical trials in the second half of 2024.
“Alpine is a compelling strategic fit that furthers our ambition of creating transformative medicines for serious diseases with high unmet need,” said Reshma Kewalramani, Vertex’s CEO and President. “We look forward to bringing povetacicept, a potential best-in-class treatment for IgAN, to patients faster.”
But Vertex is betting big that povetacicept’s impact could extend far beyond just IgAN. Due to its dual mechanism targeting BAFF and APRIL, the drug candidate holds promise as a potential “pipeline-in-a-product” for treating other autoimmune diseases affecting the kidneys like membranous nephropathy and lupus nephritis. Clinical trials are also evaluating povetacicept’s utility for autoimmune cytopenias that destroy blood cells.
The $4.9 billion acquisition allows Vertex, a leader in cystic fibrosis treatments, to expand into autoimmune and inflammatory diseases – one of the hottest areas of drug development. It also provides Vertex with Alpine’s protein engineering expertise that could unlock new therapeutic modalities.
“Povetacicept has demonstrated potential best-in-class attributes and has broad development potential across autoimmune conditions with significant unmet need,” said Mitchell Gold, Alpine’s CEO. “We’re excited for the opportunity to make a meaningful difference as part of Vertex.”
The deal is structured as an all-cash tender offer, with Vertex paying $65 per share for Alpine’s outstanding stock – a substantial 92% premium over Alpine’s closing price on April 9th. Vertex expects to finance the $4.6 billion net transaction cost through a combination of existing cash on hand and new debt financing.
The acquisition, which was unanimously approved by both companies’ boards, is expected to close in the second quarter of 2024 pending regulatory approval and other customary closing conditions. It marks Vertex’s second acquisition in the autoimmune disease space in recent years, having purchased protein therapeutics firm Semma Therapeutics in 2019 for $950 million.
With povetacicept’s promising data and Vertex’s resources behind it, the combined company will be well-positioned to rapidly advance a potentially transformative new class of autoimmune therapies. But at a lofty price tag nearing $5 billion, the deal places a major bet that the Alpine drug can live up to its blockbuster aspirations.
In a strategic move to strengthen its oncology pipeline, Nuvation Bio Inc. (NYSE: NUVB), a biopharmaceutical company focused on developing novel cancer therapies, has announced its acquisition of AnHeart Therapeutics Ltd. in an all-stock transaction. This acquisition promises to transform Nuvation Bio into a late-stage global oncology company, positioning it as a potential commercial organization by the end of 2025.
The deal, which is subject to approval by AnHeart’s shareholders and other customary closing conditions, is expected to close in the second quarter of 2024. Upon completion, the former shareholders of AnHeart will own approximately 33% of Nuvation Bio on a fully diluted basis, while the current stockholders of Nuvation Bio will retain a 67% stake.
The primary asset driving this acquisition is taletrectinib, AnHeart’s lead investigational therapy and a next-generation ROS1 inhibitor for the treatment of ROS1-positive non-small cell lung cancer (NSCLC). Taletrectinib has already received Breakthrough Therapy Designations from both the U.S. Food and Drug Administration (FDA) and China’s National Medical Products Administration (NMPA).
Notably, taletrectinib is currently completing two pivotal Phase 2 studies, TRUST-I in China and TRUST-II, a global pivotal study, potentially positioning it as a best-in-class treatment option for patients with ROS1-positive NSCLC. The NMPA has also granted Priority Review Designation to New Drug Applications for taletrectinib, further underscoring its potential.
In addition to taletrectinib, the acquisition also brings safusidenib, a potentially best-in-class mutant IDH1 inhibitor, into Nuvation Bio’s pipeline. Safusidenib is currently being evaluated in a global Phase 2 study for the treatment of patients with grades 2 and 3 IDH1-mutant glioma.
“This transaction represents a significant milestone for our company and reflects Nuvation Bio’s continued commitment to developing therapies for patients with the most difficult-to-treat cancers,” said David Hung, M.D., Founder, President, and Chief Executive Officer of Nuvation Bio. “AnHeart’s lead asset, taletrectinib, which will become our lead asset as it completes two pivotal studies, is a differentiated, next-generation ROS1 inhibitor with a potentially best-in-class profile that may overcome the significant limitations of existing therapies.”
For Nuvation Bio, this all-stock acquisition preserves the company’s robust cash balance, enabling the development of both the newly acquired assets and its existing pipeline without the immediate need to raise additional capital. This financial strength positions Nuvation Bio to execute its development strategy effectively and advance its combined portfolio of differentiated oncology therapeutic candidates.
The acquisition also brings together the talented teams from both companies, with Nuvation Bio’s current management team, including Dr. Hung, remaining at the helm. Additionally, Min Cui, Ph.D., Founder and Managing Director of Decheng Capital, an investor in AnHeart, and Junyuan Jerry Wang, Ph.D., Co-Founder and Chief Executive Officer of AnHeart, will join Nuvation Bio’s board of directors.
As the demand for innovative cancer therapies continues to grow, Nuvation Bio’s acquisition of AnHeart Therapeutics represents a strategic move to bolster its oncology pipeline and position itself as a potential commercial organization in the near future. With taletrectinib and safusidenib as promising additions to its portfolio, Nuvation Bio is poised to make significant strides in addressing the unmet needs of patients with challenging forms of cancer.
Toronto-based medical device company Titan Medical Inc. (TSX: TMD) unveiled a definitive agreement to merge with Conavi Medical Inc. in an all-stock transaction that will create a new publicly-traded leader in hybrid intravascular imaging.
The deal, announced on March 18, 2024, will see Titan acquire all of the outstanding shares of Conavi, a commercial-stage firm that has developed the Novasight Hybrid System for guiding minimally invasive coronary procedures. In exchange, Conavi shareholders will receive newly issued shares of Titan.
The merger will constitute a reverse takeover of Titan by Conavi. Upon completion, the combined entity plans to change its name to Conavi Medical Inc. and apply to list its shares on the TSX Venture Exchange after delisting from the Toronto Stock Exchange.
“This planned merger comes at a pivotal moment as we advance the Novasight Hybrid System, unlocking its full potential in the U.S. and globally,” said Thomas Looby, CEO of Conavi. “Gaining public company status will enhance our financial strength and growth strategy.”
Conavi’s Novasight Hybrid system is the first to combine intravascular ultrasound (IVUS) and optical coherence tomography (OCT) imaging modalities, enabling simultaneous and co-registered imaging of coronary arteries. It has regulatory approvals in the U.S., Canada, China and Japan.
Paul Cataford, Interim CEO and Board Chair of Titan, said “Conavi is an exciting commercial-stage company with groundbreaking technology. We are confident in their ability to drive adoption of the Novasight Hybrid System.”
As part of the transaction, Conavi will complete a concurrent equity financing raising between $15-20 million before the deal closes around July 15th. The financing is expected to attract support from institutional investors.
Key benefits anticipated for the combined company include a strong balance sheet following the financing, established product capabilities, a proven coronary imaging product being commercialized, a large market opportunity, and increasing user traction.
Under the agreement terms, Titan will consolidate its shares on an agreed ratio prior to the merger. A Titan subsidiary will then amalgamate with Conavi, with Titan issuing new consolidated shares to Conavi shareholders based on an exchange ratio valuing Conavi at $69.84 million pre-money. This ratio will ensure existing Titan shareholders own at least 10% of the combined company.
All officers and certain Titan directors will resign upon closing and be replaced by Conavi nominees. The merger requires approval from shareholders of both companies as well as regulatory approvals. Titan’s board unanimously recommends shareholders vote in favor based on a fairness opinion from its financial advisor.
The transaction marks the culmination of a strategic review process for Titan over the past 15 months. The company previously halted work on its surgical robotics program to conserve cash before pursuing asset sales and IP licensing deals.
With Conavi’s commercial hybrid imaging technology and anticipated financial resources from the merger and financing, the combined company aims to drive market penetration in the fast-growing field of intravascular imaging for coronary procedures. The deal transforms Titan from an R&D-stage firm into a revenue-generating medtech leader.
UK pharmaceutical giant AstraZeneca has finalized its $1.1 billion acquisition of Icosavax, a Seattle-based biotechnology company specializing in virus-like particle (VLP) vaccines. This buyout provides key insights into AstraZeneca’s pipeline strategy and the ongoing consolidation in the biopharma sector.
Icosavax was founded in 2017 as a spinout from the University of Washington’s Institute for Protein Design. The company leverages computationally designed VLPs to induce robust and durable immune responses against respiratory viruses, including COVID-19, respiratory syncytial virus (RSV), and human metapneumovirus (hMPV).
Since its founding, Icosavax has raised over $150 million in private funding and completed a successful IPO in 2021. However, the company caught the eye of pharma giant AstraZeneca, who sees Icosavax’s VLP platform and talented research team as a strategic fit.
For AstraZeneca, this acquisition provides access to a versatile new vaccine modality with broad applicability beyond Icosavax’s current clinical programs. It also bolsters AstraZeneca’s pipeline with a Phase 1/2 COVID-19 vaccine candidate, IVX-411, which produced robust neutralizing antibody titers in early clinical testing.
Broader Implications for Investors and the Biopharma Industry
The buyout has several key implications for biotech investors and industry dynamics. Firstly, it highlights that platform technologies with versatile applications across disease areas remain highly valued, even in the ongoing biotech market downturn. Vaccines also continue to see strong corporate interest after the pandemic spotlight.
Secondly, it reflects Big Pharma’s pursuit of emerging biotech innovation to replenish pipelines and access cutting-edge modalities like VLPs. With the Icosavax deal, AstraZeneca gains talented scientists and potential new products without costly in-house R&D.
Thirdly, from a structure standpoint, the deal provides an upfront cash payout to Icosavax investors but leaves upside through future contingent payments on pipeline advancement. This highlights a flexible model to balance the high valuations sought by biotechs with the risk management needs of acquirers.
Finally, the buyout continues the wave of consolidation between large and small biopharma players. With the market downturn squeezing biotech funding, more mergers and acquisitions are likely on the horizon. Investors should watch for other innovative biotechs with promising science that become acquisition targets.
What Drove AstraZeneca’s Interest in Icosavax
AstraZeneca has been one of the more active Big Pharmas on the M&A front, and the Icosavax deal provides strategic rationale. The VLP technology adds a promising new platform to AstraZeneca’s vaccine capabilities, already bolstered by its previous acquisitions of drug delivery player MedImmune and biotech Sobi.
Icosavax’s potential COVID-19 and RSV vaccine candidates can be added to AstraZeneca’s pipeline as it looks to expand beyond its core oncology portfolio. Additionally, Icosavax’s team and VLP engineering expertise will be valuable assets for the company.
By acquiring Icosavax while still early-stage compared to more established biopharmas, AstraZeneca secures access to the technology at a reasonable price. The $1.1 billion price tag is well below the multi-billion deals that some commercial-stage biotechs have commanded.
Overall, Icosavax represented an opportunity for AstraZeneca to obtain cutting-edge vaccine technology and talent to boost its R&D capabilities in new directions. It highlights that Big Pharmas are willing to buy innovation at early stages rather than develop it internally.
While the buyout places Icosavax’s pipeline under AstraZeneca’s control, active development of the VLP programs is expected to continue. Lead COVID-19 vaccine candidate IVX-411 recently began Phase 1/2 trials, and its RSV and hMPV programs are progressing towards clinical stages as well.
AstraZeneca has expressed interest in advancing Icosavax’s full portfolio of vaccines leveraging the versatility of the VLP platform. Its resources and late-stage development expertise can help progress these experimental vaccines through clinical trials and regulatory approval pathways.
Meanwhile, Icosavax will continue operations as an AstraZeneca subsidiary based in Seattle. Keeping its operations separate allows Icosavax to retain its innovative biotech culture while benefiting from AstraZeneca’s financial backing and synergies.
In summary, AstraZeneca’s acquisition of Icosavax underscores its strategy of looking to smaller biotechs to supplement its pipeline with cutting-edge science. The deal rewards Icosavax investors for their early backing while retaining upside potential through milestone payments. For the biopharma industry, it exemplifies the ongoing consolidation between pharmas and biotechs amidst market pressures. Investors should watch for other emerging biotechs that may become tomorrow’s M&A targets.
Gilead Sciences announced Monday that it will acquire clinical-stage biotech CymaBay Therapeutics for $4.3 billion, gaining seladelpar, an investigational treatment for primary biliary cholangitis (PBC) that is currently under FDA priority review.
PBC is a progressive autoimmune disease that damages the bile ducts in the liver, causing bile acid buildup that can lead to irreversible scarring and liver failure. An estimated 130,000 Americans live with PBC, which mostly affects women over 40.
CymaBay’s seladelpar is an oral selective peroxisome proliferator-activated receptor delta (PPARδ) agonist that targets metabolic and inflammatory pathways involved in PBC. Data from late-stage studies demonstrate seladelpar’s potential as a best-in-class therapy for second-line PBC patients who don’t respond adequately to first-line treatment with ursodeoxycholic acid (UDCA).
The drug received breakthrough therapy and orphan drug designations from the FDA and EMA based on positive mid-stage results. In December 2022, CymaBay submitted a new drug application to the FDA, which was granted priority review last month. An approval decision is expected by August 14, 2024.
According to the phase 3 RESPONSE trial, seladelpar achieved significant improvements in reducing alkaline phosphatase levels and relieving itch symptoms compared to placebo. Nearly 62% of patients on seladelpar attained a biochemical response versus 20% on placebo.
Gilead aims to leverage its extensive experience in developing treatments for liver diseases like hepatitis C and nonalcoholic steatohepatitis (NASH) to advance seladelpar. The deal expands Gilead’s presence in the PBC space, complementing its existing medicine Ocaliva, which is approved as a second-line option.
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“We are looking forward to advancing seladelpar by leveraging Gilead’s long-standing expertise in treating and curing liver diseases,” commented Gilead CEO Daniel O’Day. “Building on the strong R&D work by the CymaBay team, we have the potential to address a significant unmet need for people with PBC.”
Under the terms of the agreement, Gilead will commence a tender offer to acquire all outstanding CymaBay shares at $32.50 per share in cash, representing a 27% premium over the stock’s closing price on February 9. Following the tender offer, Gilead will mop up any untendered shares via a second-step merger at the same price.
The deal is anticipated to close in the first quarter of 2024, subject to customary closing conditions and regulatory clearances. Once the transaction is completed, CymaBay will become a wholly owned subsidiary of Gilead.
Gilead expects the buyout will boost its top-line revenue growth, while being neutral to earnings per share in 2025 before turning significantly accretive thereafter.
For CymaBay, the takeover marks the culmination of years of effort advancing seladelpar into late-stage testing and regulatory review. “Now that seladelpar has achieved priority review with the FDA, we are excited that Gilead can apply its expertise to bring seladelpar as quickly as possible to people with PBC,” noted CymaBay CEO Sujal Shah.
The profitable exit provides a major return for CymaBay investors, as the purchase price represents a substantial premium over the stock’s pre-announcement valuation. CymaBay shares have languished below $4 for much of the past two years.
PBC currently affects a relatively small patient population, but analysts project seladelpar could generate peak annual sales above $1 billion. Gilead likely sees potential to expand seladelpar’s utility to other cholestatic liver diseases.
Nonetheless, the deal does carry risks for Gilead. Seladelpar’s broad mechanism regulating gene expression raises safety concerns about potential side effects. Patients in late-stage testing experienced elevations in low-density lipoprotein cholesterol.
By acquiring CymaBay outright, Gilead shoulders all future R&D costs rather than opting for a partnership deal to share expenses. If seladelpar encounters any regulatory or commercial setbacks, Gilead lacks an immediate fallback option for its PBC program.
But with priority review underway and approval expected within six months, Gilead moved aggressively to lock up rights to a promising PBC candidate. Adding seladelpar provides another growth avenue beyond HIV and bolsters Gilead’s mission of delivering transformative medicines for underserved diseases.
Texas-based Diamondback Energy announced Monday that it will purchase Endeavor Energy Partners, the largest privately held oil and gas producer in the prolific Permian Basin, in a cash-and-stock deal valued at approximately $26 billion including debt.
The deal represents one of the largest energy sector acquisitions announced so far in 2024 and highlights the ongoing consolidation in the Permian as companies seek scale and improved efficiencies. Once completed, the merged company will be the third-largest producer in the basin behind only oil majors ExxonMobil and Chevron.
“Diamondback has proven itself to be a premier low-cost operator in the Permian Basin over the last 12 years, and this combination allows us to bring this cost structure to a larger asset base and allocate capital to a stronger pro forma inventory position,” said Travis Stice, CEO of Diamondback, in a statement.
The combined company is projected to pump 816,000 barrels of oil equivalent per day (boepd), with Diamondback estimating $550 million in annual cost savings. Diamondback shareholders will own approximately 60.5% of the new entity, while Endeavor owners will hold the remaining 39.5% stake.
The Permian Basin is located in West Texas and southeastern New Mexico. Technological advances in hydraulic fracturing and horizontal drilling have transformed the Permian into the most prolific oil field in the United States, responsible for about 40% of the country’s crude output.
Endeavor operates in the Midland sub-basin on the Texas side of the Permian, with its acreage located adjacent to existing Diamondback properties. This geographic overlap should allow for significant synergies as the companies integrate operations, infrastructure and drilling inventory.
Diamondback management highlighted Endeavor’s status as one of the Permian’s lowest-cost producers as a key rationale behind the acquisition. Folding Endeavor’s assets into Diamondback’s portfolio should lower overall expenses and boost cash flow on a per-share basis.
The merged company will hold approximately 1.1 million net acres in the Permian Basin and control over 2 billion barrels of recoverable oil equivalent resources. This expanded footprint provides enhanced scale for Diamondback to fund further development.
“This combination allows us to bring this cost structure to a larger asset base and allocate capital to a stronger pro forma inventory position,” noted Stice.
While offering enticing synergies, the partnership also carries risks if oil prices decline significantly from current levels near $80 per barrel. Diamondback is assuming roughly $7 billion of Endeavor’s debt as part of the transaction.
However, the substantial cost efficiencies and expanded production capacity position the newly merged business well for strong free cash flow generation, even in a lower price environment.
The deal is expected to close in Q4 2024 after customary approvals. Shares of Diamondback were up nearly 3% in Monday morning trading on news of the acquisition. The transaction continues the consolidation wave among Permian Basin independents as companies strive to improve margins and gain scale.
For Diamondback, the bold bet on Endeavor represents an opportunity to solidify its status as a Permian leader, while acquiring premium assets that should drive growth for years to come. The combined corporation will boast immense resources, significant capital flexibility and a management team with a proven track record in the basin.
