Tag: Acquisition

Nuvation Bio Acquires AnHeart Therapeutics, Gains Promising Oncology Assets

Posted on by slightbourne@noblecapitalmarkets.com

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.

Titan Medical Announces Transformative Merger with Conavi Medical

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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.

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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.

AstraZeneca Completes $1.1 Billion Buyout of Seattle Biotech Icosavax

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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.

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The Future for Icosavax’s Programs

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 Acquires CymaBay Therapeutics for $4.3 Billion in Cash

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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.

Gilead has actively pursued M&A to augment its pipeline and product portfolio across therapeutic areas like oncology, inflammation, and antivirals. The company faces looming patent expiries on flagship HIV medicines. New growth drivers like seladelpar could help offset that impact.

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.

Diamondback Energy Makes Massive $26 Billion Bet on Permian Basin with Acquisition of Endeavor Energy

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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.

The Diamondback-Endeavor deal is the latest in a string of major transactions aimed at consolidating Permian assets. In January, Exxon announced the purchase of independent producer Pioneer Natural Resources in a $60 billion agreement. Earlier in 2023, Permian drillers Civitas Resources and Colgate Energy revealed an all-stock merger valued at $7 billion.

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.

Take a moment to take a look at a few emerging growth energy companies by taking a look at Noble Capital Markets’ Senior Research Analyst Michael Heim’s coverage list.

Novartis Scoops Up MorphoSys in $2.9B Bid to Expand in Oncology

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Novartis made a big move this week to expand its oncology portfolio, announcing plans to acquire German biotech MorphoSys in an all-cash deal valued at approximately $2.9 billion. The proposed acquisition continues Novartis’ strategy of striking deals and partnerships to enhance its drug development capabilities, especially in cancer.

Under the terms of the agreement, Novartis will pay $73 per share to purchase all outstanding ordinary shares of MorphoSys, representing a premium of 37% over the biotech’s closing price on February 3rd. The deal has been unanimously approved by MorphoSys’ board and is expected to close in the first half of 2024, pending regulatory and shareholder approval.

Driving Novartis’ interest is MorphoSys’ lead pipeline candidate pelabresib, an investigational BET inhibitor being studied for myelofibrosis. Myelofibrosis is a type of bone marrow cancer that disrupts the body’s normal production of blood cells.

Pelabresib is currently in the Phase 3 MANIFEST-2 trial in combination with Incyte’s Jakafi for first-line myelofibrosis patients. While the trial posted mixed results in November, Novartis believes the data support a regulatory submission in the second half of 2024. The pharma giant sees pelabresib as having potential to be a “practice changing” myelofibrosis treatment.

Beyond pelabresib, MorphoSys brings other early-stage oncology assets that could strengthen Novartis’ position in blood cancers. However, the crown jewel of MorphoSys’ portfolio – its approved non-Hodgkin’s lymphoma drug Monjuvi – is not included in the acquisition. Just before the Novartis deal was announced, MorphoSys sold the global rights to Monjuvi to Incyte for $1.5 billion.

Novartis has been actively hunting for new drug programs and technology platforms to replenish its pipeline as patents expire over the next decade on blockbuster brands like Cosentyx and Entresto. The patent cliff threatens over 50% of Novartis’ current sales.

In 2022, the pharma giant established a $1 billion fund to invest in startups focused on potentially transformational medicines. It has also been open to large M&A, as seen last year with the $20.7 billion purchase of gene therapy biotech The Medicines Company.

The MorphoSys deal reinforces Novartis’ commitment to growing its oncology division, which accounted for over 30% of total sales in 2023. Earlier this year, Novartis acquired the oncology biotech Calypso for $335 million upfront.

From an investor perspective, the MorphoSys acquisition provides Novartis with multiple shots on goal in blood cancers. If pelabresib hits, it could generate peak sales above $1 billion annually according to analysts. And with MorphoSys trading at multi-year lows, Novartis appears to have struck at an opportune time.

However, the mixed clinical data keeps pelabresib’s commercial prospects uncertain. And with most of MorphoSys’ value residing in the newly divested Monjuvi, it remains to be seen if Novartis overpaid. Investors reacted with caution on Tuesday, with Novartis shares falling 1% on news of the acquisition.

But with MorphoSys providing additional expertise in hematology R&D and a foothold in the German biotech scene, Novartis can justify the deal as a strategic move to reinforce oncology leadership. The pharma giant has the resources to continue its shopping spree, with around $9 billion in annual free cash flow.

If Novartis can successfully integrate MorphoSys’ personnel and drug candidates into its pipeline, while achieving cost synergies, the acquisition could pay dividends over time as new oncology drugs emerge. But executing large M&A successfully is always challenging, and investors will watch closely how Novartis leverages its new MorphoSys assets.

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Cardinal Health Bolsters Specialty Offering With $1.2 Billion Acquisition

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Cardinal Health announced Wednesday that it will acquire Specialty Networks for $1.2 billion in cash, strengthening the healthcare giant’s services for specialty physician practices. Specialty Networks provides technology-enabled group purchasing, practice management solutions, and data analytics to over 11,500 specialty providers across key areas like urology, rheumatology, and gastroenterology.

The deal enhances Cardinal Health’s capabilities in strategically important specialty areas while expanding its platform serving independent physicians. Here are some key details on the acquisition:

Expanding Service Offerings

Specialty Networks gives Cardinal Health new clinical and economic services to offer specialty physicians and practices. Its analytics platform, PPS Analytics, taps into electronic medical records, imaging systems, and other data sources to generate insights improving patient care and outcomes.

Cardinal gains Specialty Networks’ expertise optimizing specialty practice operations and finance. And through group purchasing relationships Specialty Networks facilitates, Cardinal Health can provide access to discounted products and services.

The combined specialty offerings will aim to boost efficiency, revenues, and coordination of care for specialty providers. This strengthens Cardinal’s value proposition as a distribution and services partner.

Supporting Independent Physicians

A key aspect is Specialty Networks’ focus on independent and community-based specialty practices. With over 1,200 physician practice customers, it expands Cardinal’s reach and understanding of this critical healthcare segment.

The medical landscape is increasingly consolidated, making it more vital for Cardinal Health to support independent practices’ success. Specialty Networks’ experience and technology assets aid in this aim.

Cardinal Health can also leverage Specialty Networks’ physician expertise and relationships to accelerate development of its Navista Network. This network assists independent community oncologists with practice solutions and clinical trials access.

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Enhanced Analytics and Insights

Specialty Networks’ rich specialty patient data and analytics capabilities will enhance Cardinal’s offerings. Its PPS Analytics platform mines electronic records and images using artificial intelligence to generate diagnostic and treatment insights.

Cardinal gains access to millions of longitudinal specialty patient data points. This strengthens its real-world evidence and insights for biopharma partners on the safety, efficacy and use of therapies.

The specialty data and analytics also aid population health management and value-based care initiatives. And they support Cardinal’s direct provider services like improved medication adherence programs.

Driving Growth in Key Areas

Specialty Networks expands Cardinal’s presence and cross-selling opportunities in strategic specialty therapeutic areas:

  • Urology – large patient population with ongoing and acute care needs
  • Rheumatology – fast growing with new advanced treatments
  • Gastroenterology – increasing prevalence of GI diseases

These are growth priorities where Specialty Networks strengthens Cardinal’s advantages. The deal accelerates Cardinal’s specialty growth plans through enhanced resources and newly integrated offerings.

Strong Cultural and Strategic Fit

Cardinal Health and Specialty Networks share a mission to bring value to physician practices while improving patient outcomes. Keeping Specialty Networks’ management team intact ensures continuity of its culture and physician focus.

The companies also have experience collaborating, as Specialty Networks is already a Cardinal Health specialty GPO partner. This makes integration of the businesses more seamless.

The acquisition is expected to be accretive to Cardinal’s non-GAAP earnings per share within 12 months post closing. Specialty Networks gives Cardinal Health a stronger specialty platform and differentiated assets to better serve practices and patients. Combining specialized expertise and technologies, the deal creates benefits for physicians and Cardinal Health alike.

Science 37 to be Acquired by eMed in Deal to Expand Virtual Clinical Trials

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Clinical research company Science 37 announced Monday that it has entered into a definitive agreement to be acquired by telehealth provider eMed in a deal valued at approximately $38 million. Under the agreement, eMed will commence a tender offer to purchase all outstanding shares of Science 37 stock for $5.75 per share in cash, representing a 21.3% premium over Science 37’s share price last week.

The deal will allow eMed to leverage Science 37’s remote clinical trial capabilities and proprietary Metasite technology platform to expand patient access and accelerate enrollment for clinical studies. Science 37’s decentralized clinical trial model enables patients to participate from home via telehealth, rather than having to travel to physical trial sites.

This acquisition comes at a pivotal time, as the biotech industry embraces virtual and hybrid trial designs in the wake of the COVID-19 pandemic. Science 37 was an early pioneer in decentralized trials, giving the company a first-mover advantage. According to Science 37 CEO David Coman, “eMed provides the greatest value to our stockholders, customers, patients, and employees. Stockholders will receive a premium, trial sponsors will gain greater access to patients, faster enrollment, and confidence in the Company’s capital position.”

For eMed, the deal significantly expands its digital healthcare footprint, adding Science 37’s network of telehealth investigators, coordinators, and software platform to its existing suite of at-home diagnostics and virtual care services. eMed was an early mover as well, having developed the first at-home COVID-19 test kit in 2020. Since then, the company has expanded into at-home testing and treatment for flu, UTIs, and other conditions.

The combined resources of both companies will provide end-to-end support for decentralized clinical trials, from patient recruitment to at-home sample collection to telemedicine visits. This could be a game-changer in improving patient diversity in trials and enabling studies focused on rare diseases or targeted therapies.

According to Science 37’s latest financial update, the company expects approximately $58-59 million in revenue for 2023 and over $50 million in cash reserves as of December 31, 2023. The company projected 2023 revenue of $50-60 million.

Science 37’s board of directors unanimously approved the acquisition deal with eMed. Major Science 37 shareholders, including Redmile Group, LLC, have also agreed to tender their shares in support of the acquisition.

The deal is expected to close in Q1 2024, pending tender of a majority of outstanding Science 37 shares and satisfaction of other customary closing conditions. Once completed, Science 37 will become a privately held subsidiary of eMed.

This Science 37 acquisition comes on the heels of eMed’s parent company, Evernow Inc., raising $100 million in Series B funding last March. The current deal highlights continued investor appetite for telehealth and digital health companies that are expanding access to care.

In fact, Noble Capital Markets will be hosting a Virtual Healthcare Conference from on April 17-18, 2024, featuring presentations from emerging growth companies in the healthcare sector. The conference will provide a platform for companies to showcase their innovations in digital health, telemedicine, medical devices and more.

The Science 37 and eMed deal also demonstrates the growing intersection between telehealth and clinical research. Other companies like Medable and Excelya are exploring how hybrid and decentralized trials can boost patient recruitment and retention. By meeting patients where they are, virtual trials enable more representative, diverse study populations.

While some industry experts say a hybrid approach will become the standard, decentralized trials are still a relatively new model. This acquisition provides eMed with a first-mover advantage, but expect other digital health companies to underscore their clinical trial offerings moving forward. In the meantime, all eyes will be on eMed and Science 37 as they pioneer the next generation of virtual clinical research.

HEALWELL Makes Big Move into AI-Powered EHR Market Through Intrahealth Acquisition

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Healthcare technology firm HEALWELL AI is starting 2024 off strong with the strategic acquisition of Intrahealth Systems, a global provider of electronic health record (EHR) software. This $24 million deal provides HEALWELL with a platform to showcase and scale up its impressive AI capabilities within the massive EHR solutions market.

For investors focused on healthcare tech and AI, this is an exciting play on some of the most promising trends reshaping the industry. As digital health and telemedicine expand rapidly, there is surging demand for next-gen EHR systems equipped with cutting-edge analytics and AI.

HEALWELL is aiming to be at the forefront of this movement by uniting its physician-designed AI with Intrahealth’s established EHR solutions and multi-national customer base.

With over 15,000 clinicians and millions of patients served across Canada, Australia, and New Zealand, Intrahealth boasts an impressive footprint and high-margin recurring revenue exceeding $12 million annually.

HEALWELL plans to turbocharge Intrahealth’s offerings by embedding its own AI-powered clinical decision support software. This technology has already demonstrated major promise in preventative care by enabling earlier disease detection and personalized interventions.

Integrating these AI capabilities into a widely adopted EHR platform like Intrahealth opens up tremendous possibilities to amplify outcomes and lower costs for healthcare providers globally. This direction aligns perfectly with growing adoption of value-based care models that prioritize proactive, tech-enabled, and patient-centric treatment.

For HEALWELL specifically, the benefits of acquiring Intrahealth extend well beyond the technology integration upside. This established player provides HEALWELL with a stable source of profitable SaaS revenue to complement its R&D pipeline. And Intrahealth’s international reach significantly expands HEALWELL’s total addressable market.

The deal also furthers HEALWELL’s broader acquisition-driven strategy focused on consolidating AI, data science, and digital health assets. Intrahealth delivers an ideal platform to demonstrate the power of HEALWELL’s innovations to a large audience of potential customers and partners.

With healthcare spending continuing to spiral globally, there is tremendous appetite for tools that can optimize care and reduce waste. This thematic tailwind, combined with Intrahealth’s impressive financials and HEALWELL’s tech prowess, makes the acquisition look like a savvy move.

Investors can gain valuable insights into the healthcare technology landscape at the upcoming Noble Capital Markets’ Emerging Growth Virtual Healthcare Equity Conference from April 17-18, 2024. This premier small-mid cap event will feature presentations from over 50 public emerging growth companies in the space.

The opportunity in AI-enhanced software platforms like EHR looks especially strong when considering the sheer size of the healthcare IT market. According to Grand View Research, this sector is projected to reach $230 billion by 2028, expanding at nearly 12% annually.

Within this landscape, EHR systems are a central focus, with MarketsandMarkets forecasting this specific niche to be worth $48 billion globally by 2027. First movers with differentiated offerings stand to grab significant market share as adoption of next-gen EHR accelerates.

By snapping up Intrahealth, HEALWELL is positioning itself as a frontrunner in this race to redefine the EHR status quo. Investors interested healthcare technology and AI should keep a close eye on how successfully HEALWELL leverages this strategic acquisition. The company’s progress integrating its robust AI into Intrahealth’s solutions will be an important proof point.

Overall, the Intrahealth deal provides HEALWELL with both an immediate boost in revenue and profitability, plus a long-term growth driver if the combined EHR/AI offering gains traction. This is exactly the sort of calculated, opportunistic move investors should want to see in an emerging healthcare technology leader like HEALWELL.

Synopsys Bets Big on Simulation Software with $35 Billion Ansys Acquisition

Posted on by slightbourne@noblecapitalmarkets.com

In one of the largest tech industry mergers of recent years, Synopsys has announced it will acquire engineering simulation software maker Ansys in an all-cash deal valued at approximately $35 billion. The deal combines two leading players in software tools for semiconductor and electronic product design, expanding Synopsys’ total addressable market as it aims to create an integrated platform for chip design and beyond.

The merger agreement will see Synopsys pay around $390 per share for Ansys – $197 per share in cash plus about one-third of a Synopsys share for each Ansys share. This represents a premium of roughly 20% over Ansys’ recent share price. Ansys shareholders will own 16.5% of the combined company once the acquisition is finalized, expected in the first half of 2025 pending regulatory approvals.

Synopsys plans to fund the cash component of the deal through a combination of $16 billion in new debt financing and $3 billion cash on hand. The company had $1.4 billion in cash reserves as of October 2022. Synopsys CEO Sassine Ghazi has acknowledged the deal will not be accretive to earnings for at least 12 months post-closing due to financing and integration costs.

Expanding Synopsys’ Platform from Silicon to System

For Synopsys, a leading vendor of electronic design automation (EDA) software used by semiconductor companies, the deal strategically expands its platform. Ansys provides physics-based simulation software that helps engineers virtually test product design, performance and safety across industries like automotive, aerospace, consumer electronics and medical devices.

Synopsys aims to combine its strengths in chip design with Ansys’ expertise in simulating mechanical, thermal and electromagnetic effects at the full system level. This can help Synopsys address the entire electronic system lifecycle – from silicon to software to system integration.

The merger can also unlock new integrated workflows between the companies’ complementary technologies. For instance, connecting Ansys’ simulation tools to Synopsys’ ARC processor IP and DSO.ai AI-driven debugging solution. Such integration can speed up testing and validation for customers building advanced chips, electronics and embedded software.

Leveraging Ansys’ Footprint Across Industries

Another driver for Synopsys is leveraging Ansys’ customer footprint across major industries developing smart, connected products. As a leader in physics simulation, Ansys serves over 11,000 organizations globally. Its customer base includes manufacturers in automotive, aerospace, 5G telecom and medical technology.

The merger can open cross-selling opportunities for Synopsys to provide its EDA tools – from IP libraries to verification software – to Ansys’ customers working on chip-centric system designs. It also gives Synopsys greater exposure to growing demand for simulations, modelling and digital twins driven by trends like metaverse platforms, autonomous vehicles and the Internet of Things.

According to Synopsys, the combined company will have a total addressable market exceeding $50 billion by 2025 – significantly broadening its market beyond EDA software. In addition, Ansys’ recurring revenue base can provide Synopsys more stability to weather downturns in the historically cyclical semiconductor market.

Executing a Complex Tech Industry Merger

Despite the strategic benefits, executing a merger of this scale will be complex. Ansys has over 3,700 employees worldwide. Integrating its engineering teams and R&D roadmap with Synopsys’ will take time and care. Synopsys also has work ahead to achieve the full vision of a integrated “silicon-to-software” platform based on the combined portfolios.

Most importantly, the companies need to preserve Ansys’ neutrality and multi-vendor interoperability as it moves under Synopsys’ ownership. Any perception that Ansys will favor Synopsys’ own tools following the merger could drive customers to exploring alternatives. Maintaining Ansys as an “open platform” will be key.

Nonetheless, the deal provides Synopsys – already on a strong growth trajectory – a significant opportunity to expand its enterprise software footprint. If successful, it could cement Synopsys as the premier player in next-generation chip design workflows and empower even smarter, connected, electronics-driven experiences. But realizing Ansys’ full value will require skillful integration by Synopsys at a scale it has never attempted before.

BlackRock Goes Big on Infrastructure in Transformational $12.5B GIP Deal

Posted on by slightbourne@noblecapitalmarkets.com

In a move that could shape its future, BlackRock is making a huge bet on infrastructure investing with its $12.5 billion acquisition of specialist firm Global Infrastructure Partners (GIP).

The deal, announced Friday, includes $3 billion in cash and 12 million BlackRock shares to bring GIP’s $100+ billion infrastructure portfolio under its umbrella. With infrastructure booming globally, it plants BlackRock’s flag in an alternative asset class that offers stability and strong cash flows.

For Larry Fink, BlackRock’s founder and CEO, the deal provides a growth engine and caps a storied career. At 71 years old, Fink has not yet named his successor. This acquisition generates buzz around President Rob Kapito and COO Rob Goldstein as potential heirs apparent.

It also brings infrastructure investing veterans from GIP into BlackRock’s senior ranks. GIP Chairman Bayo Ogunlesi will join BlackRock’s board, while co-founders like ex-World Bank President Jim Yong Kim provide invaluable experience.

Why Infrastructure, Why Now?

Infrastructure has become increasingly attractive to institutional investors, particularly those with long-term liabilities to fund. The assets provide inflation protection, and the regulated nature of many infrastructure projects leads to predictable cash flows even during economic downturns.

Swelling demand for infrastructure also powers opportunity and growth. E-commerce and supply chain modernization require massive investment in logistics and transportation assets like airports, seaports, rail, and warehouses. The global energy transition is expected to necessitate trillions in spending on renewable power, battery storage, transmission lines, and more. And booming data usage makes digital infrastructure such as cell towers and data centers a near-certainty for major funding.

BlackRock saw the writing on the wall. With interest rates still relatively low by historical standards, it pulled the trigger on a transformative infrastructure deal rather than waiting for valuations to potentially rise further. GIP’s assets also provide diversification and inflation mitigation to complement BlackRock’s vast holdings of stocks and bonds.

For forward-thinking infrastructure investors, BlackRock’s whopper of a deal validates the long-term potential of the sector. And it positions the asset management titan to capitalize on infrastructure demand in both developed and emerging markets for decades to come.

Rejuvenating Revenues

The move into infrastructure also helps reinvigorate BlackRock’s revenues. With rock-bottom interest rates in recent years limiting fee income, BlackRock has searched for ways to accelerate growth. The company manages over $10 trillion in assets but has seen minimal increase in revenue since 2018.

Alternative investments like infrastructure represent a potential answer. They generally command higher management fees while also offering incentive fees based on investment performance. That combination bodes well for BlackRock’s results.

BlackRock has dipped its toe into alternatives over the past decade via real estate, hedge funds, private equity, and other strategies. But the GIP deal vaults infrastructure to the forefront of BlackRock’s alternatives platform. Expect heightened focus and more resources dedicated to infrastructure deals in the future.

With the Fed lifting rates this year, BlackRock also has a short-term revenue boost at its back. Higher interest rates allow BlackRock to charge more for managing cash and fixed income, its largest assets. BlackRock’s 8% increase in fourth quarter earnings served as an appetizer. The GIP acquisition is the main course in its long-term growth agenda.

Fink Caps Career with Legacy Deal

Larry Fink has run BlackRock since its inception in 1988, guiding it to become the world’s preeminent money manager. But the end of his tenure looms. While no retirement plans have been announced, Fink is 71 years old.

The GIP deal thus shapes up as a culminating move to put his stamp on BlackRock’s future. Shortly after the acquisition was announced, Fink said, “This is one of the most exciting transactions we’ve ever completed.”

What excites Fink and BlackRock is GIP’s expertise, global reach, and the long runway for infrastructure investing. Fink pulled the trigger on a legacy deal that can steer BlackRock’s course beyond when he ultimately steps down.

The acquisition also stirs up increased speculation on who could succeed the respected CEO. As BlackRock makes infrastructure integral to its future, the deal elevates infrastructure veterans like GIP Chairman Bayo Ogunlesi. COO Rob Kapito and President Rob Goldstein also see their standing boosted.

While the stock dipped slightly on Friday’s news, the deal primes BlackRock for sustainable growth. Shareholders will be monitoring the integration, but early reviews applaud Fink and BlackRock for their foresight and ability to execute.

Chesapeake Acquires Southwestern in$7.4 Billion Natural Gas Deal

Posted on by slightbourne@noblecapitalmarkets.com

Chesapeake Energy is making a massive bet on the future of natural gas with its just-announced $7.4 billion all-stock acquisition of rival Southwestern Energy. The deal, announced Thursday morning, will create a natural gas behemoth and make Chesapeake the largest natural gas producer in the United States.

The deal reflects Chesapeake’s bullish outlook on natural gas amid a wave of consolidation in the U.S. energy sector. Major players like Exxon and Chevron have recently snapped up Permian Basin leaders like Pioneer Natural Resources and Hess Corporation with multi-billion dollar deals. Now Chesapeake is looking to cement its dominance in natural gas production through its purchase of Southwestern’s assets primarily located in the Haynesville basin of Louisiana and the Appalachian shale formations.

Chesapeake itself emerged from bankruptcy just two years ago in 2021 and has been aggressively rebuilding under CEO Nick Dell’Osso. It has honed in on natural gas assets and production, believing gas will play an integral role in the global energy transition away from dirtier fossil fuels. Natural gas emits 50-60% less carbon dioxide when combusted compared to coal, but still faces criticism from environmentalists.

The Southwestern deal doubles down on this gas-focused strategy. The combined company will churn out a mammoth 7.9 billion cubic feet per day of natural gas production. That is enough to rocket Chesapeake past EQT Corporation as the top natural gas producer based on volume. Chesapeake already boosted its gas position last year with the $2.5 billion purchase of Chief E&D.

Chesapeake is offering Southwestern shareholders $6.69 per share, representing a slight 3% discount to Southwestern’s last closing share price. The deal values Southwestern at around $7.4 billion. Chesapeake shareholders will own approximately 60% of the merged entity, with Southwestern shareholders owning the remaining 40%.

Southwestern gives Chesapeake key positions in two of the most prolific U.S. natural gas plays. Its Marcellus Shale assets in Pennsylvania and West Virginia dovetail perfectly with Chesapeake’s existing Northeast presence. Southwestern also brings over 700,000 Haynesville acres, solidifying Chesapeake’s status as the dominant player in the basin.

Take a moment to take a look at Noble Capital Markets’ Senior Research Analyst Michael Heim’s coverage universe.

The merger is expected to unlock $350-400 million in annual cost synergies within the first two years, a major boost to cash flows. Chesapeake predicts the deal will be accretive to all relevant 2023 per-share metrics. The combined company will retain Chesapeake’s investment grade credit rating and chop net debt to EBITDAX from 1.5x to under 1.3x in 2023.

Chesapeake CEO Dell’Osso will stay on as chief executive of the merged entity. He called the deal “highly compelling” and said it will “further enhance free cash flow growth and return of capital to shareholders.”

Natural gas prices face near-term headwinds, having plunged over 60% last year due to ballooning inventory levels and mild winter weather. But long-term projections remain bullish, especially if more coal generation is retired and replaced by gas. LNG export facilities continue expanding along the Gulf Coast, offering producers prime access to higher-priced global markets.

Chesapeake is betting big that natural gas will retain a substantial role in the global energy mix even as zero-carbon sources like wind and solar grow. If gas demand rises as expected, Chesapeake will be sitting pretty as the largest U.S. producer. But execution risks remain, as the two companies integrate operations and work through the challenges of joining two complex businesses.

The deal is expected to close in Q2 2024, pending shareholder and regulatory approval. But Chesapeake is already taking a victory lap, believing the tie-up cements its status as a premier U.S. natural gas producer for decades to come.

Johnson & Johnson Spends $2 Billion to Buy Ambrx and Expand in Oncology

Posted on by slightbourne@noblecapitalmarkets.com

Johnson & Johnson announced Monday that it will acquire clinical-stage biotech Ambrx Biopharma for $2 billion, making a big bet on Ambrx’s proprietary platform for developing next-generation antibody drug conjugates (ADCs) to treat cancer.

The acquisition provides Johnson & Johnson access to Ambrx’s promising pipeline of ADC candidates, while also allowing the healthcare giant to leverage Ambrx’s novel conjugate technology that improves the efficacy and safety of ADCs. Ambrx’s proprietary platform incorporates synthetic amino acids to allow site-specific conjugation of antibodies to toxic payloads, creating more stable ADCs with less off-target effects.

Johnson & Johnson is particularly interested in Ambrx’s lead asset ARX517, an anti-PSMA ADC currently in Phase 1/2 development for metastatic castration-resistant prostate cancer (mCRPC). Prostate cancer has long been a focus for J&J and its Janssen pharmaceuticals unit, with blockbuster prostate cancer drug Zytiga bringing in over $2 billion in annual sales prior to losing patent protection in 2019.

The pressing need for improved mCRPC treatments provided additional impetus for the deal. Over 185,000 men in the U.S. currently have mCRPC, with a poor median overall survival of less than two years. The early data for ARX517 demonstrates promising anti-tumor activity, and Johnson & Johnson believes the drug could become a first-in-class targeted ADC therapy for mCRPC if approved.

“We see a unique opportunity to harness the potential of this innovative ADC platform, and with our deep understanding of prostate cancer, deliver a targeted PSMA therapeutic for addressing the growing needs of the more than 185,000 patients living with metastatic castration-resistant disease today,” said Dr. Yusri Elsayed, Global Therapeutic Area Head for Oncology at Johnson & Johnson.

Beyond ARX517, Ambrx has several other ADC candidates in its pipeline targeting cancer antigens like HER2 and CD70, providing Johnson & Johnson with a robust suite of new ADC therapies that can be optimized using Ambrx’s conjugate technology.

The acquisition reflects Johnson & Johnson’s strategy of using deals to access innovation, especially in high-potential areas like oncology. With in-house R&D productivity under scrutiny, major players like J&J and its pharma peers have turned to M&A to supplement pipeline development. Cancer has been the top therapy area target for M&A over the past 5 years, according to EY data, demonstrating the demand for innovative oncology drugs.

Ambrx was founded in 2003 as a spin-out from The Scripps Research Institute. The company raised over $200 million in venture capital and held its IPO in 2021, listing on the NASDAQ exchange. The $2 billion buyout price represents a nice return for Ambrx’s backers and shareholders.

The deal is expected to close in the first half of 2024, pending approval from Ambrx stockholders as well as regulatory clearance. Upon completion of the acquisition, Ambrx’s stock will be delisted and it will no longer be an independent public company.

Johnson & Johnson’s acquisition of Ambrx highlights the pharma industry’s race to find new modalities like ADCs that can precisely target cancer cells while minimizing side effects. With cancer poised to become the leading cause of death globally, the need for better tolerated treatments has never been more pressing. J&J is making a big bet that Ambrx’s next-gen ADC platform can yield breakthroughs in achieving that goal.

Take a moment to take a look at Noble Capital Markets’ Senior Research Analyst Robert LeBoyer’s coverage universe.