Tag: Acquisition

Merck Acquires Harpoon Therapeutics for $680 Million To Diversify Cancer Immunotherapies

Posted on by slightbourne@noblecapitalmarkets.com

Merck has announced a definitive agreement to acquire clinical-stage biotech Harpoon Therapeutics for $23 per share in an all-cash deal valued at approximately $680 million. The acquisition provides Merck with Harpoon’s promising pipeline of novel T-cell engager immunotherapies that harness the body’s immune system to treat cancer.

Harpoon’s lead asset is HPN328, an investigational T-cell engager targeting delta-like ligand 3 (DLL3) for the treatment of small cell lung cancer (SCLC) and other neuroendocrine tumors expressing DLL3. HPN328 directs a patient’s T-cells to kill tumor cells displaying DLL3. In October 2022, Harpoon reported positive interim data from the ongoing Phase 1/2 trial showing encouraging tolerability and early signs of efficacy for HPN328.

The acquisition expands Merck’s burgeoning oncology portfolio, adding a new modality to its toolkit. “This agreement reflects the creativity and commitment of scientists and clinical development teams at Harpoon. We look forward to further evaluating HPN328 in innovative combinations with other pipeline candidates,” stated Dr. Dean Y. Li, President of Merck Research Laboratories.

Harpoon’s TriTAC and ProTriTAC Platforms

Beyond HPN328, Merck also gains Harpoon’s proprietary TriTAC and ProTriTAC platforms for developing novel T-cell engagers. TriTACs (tri-specific T-cell activating constructs) are engineered protein therapies designed to recruit a patient’s immune cells to attack tumor cells. The ProTriTAC platform applies a prodrug concept to remain inactive until reaching the tumor site.

Harpoon has an extensive pipeline of TriTAC candidates against various cancer targets, including:

  • HPN217: Targets B-cell maturation antigen (BCMA) for relapsed/refractory multiple myeloma, currently in Phase 1.
  • HPN601: Targets epithelial cell adhesion molecule (EpCAM) for solid tumors expressing EpCAM.
  • HPN424: Targets delta-like ligand 4 (DLL4) for solid tumors.
  • Other preclinical TriTACs targeting tumor antigens like NaPi2b, FLT3, and DLL3.

The platforms offer modular designs to quickly generate and test new immunotherapies directed to disease-specific targets. Merck can leverage these platforms to strengthen its immunotherapy pipeline in cancer and possibly other disease areas.

Merck Building an Oncology Powerhouse

Cancer immunotherapies represent the next wave of innovation in oncology drug development. The Harpoon acquisition aligns with Merck’s strategy to establish leadership in immuno-oncology.

Merck already markets the blockbuster PD-1 checkpoint inhibitor Keytruda, approved for 30 different cancer indications. Keytruda generated $17.2 billion in sales in 2021. Now with Harpoon, Merck adds T-cell engagers to its arsenal. These therapies provide another way to leverage the immune system against hard-to-treat tumors like SCLC.

Merck is also developing numerous other novel agents across various modalities:

  • Cancer vaccines targeting specific tumor mutations (Personalized Cancer Vaccine, V590, V591)
  • Antibody-drug conjugates (belantamab mafodotin, ladiratuzumab vedotin)
  • Bispecific fusion proteins targeting both PD-1 and LAG-3
  • First-in-class inhibitors (MK-6482, KL-A)

Combined with its extensive capabilities in discovery research and clinical development, Merck is positioning itself as an oncology powerhouse able to take on cancers from all angles.

The Harpoon acquisition provides another building block in this strategy. In Harpoon’s pipeline and platforms, Merck gains cutting-edge T-cell engager capabilities to complement internal immuno-oncology programs. Merck can advance Harpoon’s therapies into new combination regimens and indications to maximize their potential.

Deal Details

Under the terms of the agreement, Merck will acquire Harpoon through a subsidiary, purchasing all outstanding Harpoon shares for $23 each in cash. This represents a premium of 118% over Harpoon’s previous closing share price.

The deal has been approved by Harpoon’s Board of Directors and is expected to close in the first half of 2024, pending shareholder approval and regulatory clearances. It will be accounted for as an asset acquisition by Merck.

Harpoon shareholders will vote on the acquisition at a future shareholder meeting. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act will also need to expire.

Advisors on the deal include Evercore Group for Merck and Centerview Partners for Harpoon.

With promising new immunotherapies and platforms adding to its robust oncology pipeline, Merck strengthens its leadership in the high-growth cancer drug market. The Harpoon acquisition provides Merck with new T-cell engager capabilities to help develop life-changing medicines for patients with cancer worldwide.

SoftBank Bounces Back: $7.6B T-Mobile Win Boosts Assets After String of Investment Flops

Posted on by slightbourne@noblecapitalmarkets.com

Japanese conglomerate SoftBank Group saw its shares soar 5% this week after announcing it will receive a windfall stake in T-Mobile US worth $7.59 billion. The deal highlights a reversal of fortunes for SoftBank and its founder Masayoshi Son, who has weathered missteps like the WeWork debacle but is now reaping rewards from past telecom investments.

The share acquisition comes through an agreement made during the merger of SoftBank’s US telecom unit Sprint and T-Mobile. With the merger complete and certain conditions met, SoftBank will receive 48.75 million T-Mobile shares, doubling its stake in the mobile carrier from 3.75% to 7.64%.

This is a big win for SoftBank as it substantially increases its portfolio of listed assets. SoftBank has worked to shift towards more conservative investments after facing heavy criticism for pouring money into overvalued late-stage startups like WeWork. The Japanese firm was forced to bail out WeWork after its failed IPO in 2019, leading to billions in losses.

However, the T-Mobile windfall, along with the recent blockbuster IPO of SoftBank-owned chip designer Arm, helps balance the books. It also bumps SoftBank’s internal rate of return on its original Sprint investment to 25.5%, a solid result.

SoftBank Trading at Steep Discount Despite Strong Assets

Even with missteps like WeWork, SoftBank still holds an impressive array of assets from its years of prolific venture investing. Yet the Japanese firm trades at a 45% discount to the value of its holdings, presenting an opportunity for investors.

The influx of liquid T-Mobile shares adds more tangible value compared to some of SoftBank’s private startup investments. Having more listed stocks helps improve SoftBank’s loan-to-value ratio, giving it more marginable equity relative to debt obligations.

This could help narrow the gap between SoftBank’s market capitalization and net asset value. The T-Mobile windfall and Arm IPO shore up SoftBank’s balance sheet with listed assets at a time when the gap between its market cap and value of holdings remains substantial.

Son’s Missteps Bring Scrutiny But Vision Still Intact

While the WeWork bet soured investor perception of SoftBank’s investment strategy, Son has shown he still has an eye for disruption. His early investments in Alibaba and Yahoo! set the stage for his later dominance in late-stage startup funding.

However, the WeWork debacle led Son to pledge increased financial discipline and a shift towards AI-focused companies. Recent wins like the Coupang IPO and rising value of holdings like DoorDash reassure investors that Son still knows how to pick winners early.

SoftBank also stands to benefit from Son’s long-term vision on the potential of AI, having acquired chipmakers like Arm to position itself as a leader in the so-called Information Revolution. As AI comes to dominate technology over the next decade, SoftBank’s early moves could pay off handsomely if Son’s predictions come true.

T-Mobile Deal Highlights Importance of Sprint Merger

While US regulators initially balked at the T-Mobile/Sprint merger over competition concerns, the deal is now paying off for SoftBank. The Japanese firm’s persistence in pursuing the merger exemplifies its long-term approach, as the benefits are now apparent.

The combined T-Mobile/Sprint is now a much stronger competitor versus Verizon and AT&T, going from the 4th largest US wireless carrier to 2nd largest. T-Mobile has aggressively expanded its 5G network and subscriber base since completion of the merger in 2020.

SoftBank also benefited by negotiating the share acquisition as part of the original merger agreement, allowing it to substantially increase its T-Mobile stake down the road at minimal additional cost.

Final Thoughts

The T-Mobile share acquisition highlights a reversal of fortunes for SoftBank after missteps like WeWork resulted in negative headlines and billions in losses. While the firm still trades at a discount to the value of its holdings, the T-Mobile windfall and Arm IPO help increase its listed assets versus debt.

Son’s long-term vision and willingness to make bold bets still drive SoftBank, even if investments like WeWork went sour. With the US telco mission accomplished by enabling the Sprint/T-Mobile merger, SoftBank now has both its legacy telecom investment and new T-Mobile shares paying off. Looking ahead, SoftBank is well-positioned in AI and next-gen chips to ride disruption waves far into the future if Son’s predictions on technology evolution prove prescient.

Bristol Myers Squibb $4.1B RayzeBio Buyout

Posted on by slightbourne@noblecapitalmarkets.com

Pharma giant Bristol Myers Squibb (BMY) announced Tuesday that it will acquire clinical-stage biotech RayzeBio for $4.1 billion, continuing Bristol’s strategy of deals to refresh its drug pipeline amid upcoming patent expirations.

RayzeBio is developing a novel targeted radiotherapy called RYZ101 to treat multiple types of cancer. The company’s technology combines tumor-targeting antibodies with radioactive isotope payloads that selectively damage cancer cells’ DNA when delivered.

RYZ101 is currently in Phase 3 testing for treating metastatic castration-resistant prostate cancer. Early clinical data showed promising results with the drug demonstrating tumor response rates of 44-55%.

Bristol gains full rights to RYZ101 and RayzeBio’s broader platform for linking radioisotopes to cancer-fighting proteins. The deal gives Bristol a potential new blockbuster cancer treatment as competition intensifies in the immuno-oncology space.

Shoring Up the Cancer Business

Bristol already markets leading cancer immunotherapies Opdivo and Yervoy. However, Opdivo faces patent expiration in 2028/2031, forcing Bristol to find new long-term growth drivers.

The RayzeBio deal comes right after Bristol announced the $13.1 billion acquisition of schizophrenia drug developer Karuna Therapeutics last Friday. Karuna’s lead drug KarXT could generate peak annual sales of over $3 billion, analysts project.

These acquisitions help future-proof Bristol’s business as its top-selling drugs face new competition. Blood thinner Eliquis, which makes up over 30% of Bristol’s revenue, will see biosimilar rivals by 2026. Cancer drug Revlimid, acquired in Bristol’s 2019 buyout of Celgene, faces generics soon too.

“We are focused on strengthening our portfolio through a combination of internal programs and targeted business development,” said Bristol Myers CEO Giovanni Caforio. The RayzeBio and Karuna deals “complement our existing pillars of growth,” he added.

Betting Big on Radio-Pharmaceuticals

In addition to RYZ101’s potential, Bristol gains RayzeBio’s expertise with radio-pharmaceuticals. Attaching radioactive particles to antibodies allows them to precisely pinpoint tumor cells and kill them via DNA damage.

RayzeBio’s technology overcomes past challenges with radio-drugs such as lack of tumor specificity and rapid decay of radioisotopes. Linking radioisotopes to robust antibodies circumvents these issues and improves the drugs’ efficacy.

Analysts see radio-pharmaceuticals as an emerging trend in oncology. Radio-immunotherapies like RayzeBio’s could complement immuno-oncology drugs that activate the immune system against cancer.

By acquiring RayzeBio’s platform, Bristol can expand development of new radio-drug conjugates across its oncology pipeline. Bristol may also look to license out the technology to other companies given the heightened industry interest.

An Expensive Acquisition

Bristol is paying a huge premium to acquire RayzeBio before the biotech can prove RYZ101’s efficacy in late-stage testing. The $4.1 billion price tag works out to $62.50 per share, more than double RayzeBio’s prior closing price.

But Bristol likely wanted to preempt competition for the promising biotech asset. Amgen and Novartis are also developing radio-pharmaceutical drugs for cancer. And RayzeBio would have commanded an even higher valuation had RYZ101 succeeded in Phase 3.

Bristol expects the acquisition will reduce its adjusted earnings by about 13 cents per share in 2024. But Bristol maintained its existing profit guidance for 2022 and 2023, implying confidence the long-term benefits outweigh the near-term costs.

The company plans to finance the purchase using new debt. Bristol’s strong cash flows should allow it to service the additional debt load as it waits for RYZ101 to potentially reach the market around 2025.

Conclusion: Bolstering Its Firepower

The back-to-back deals for Karuna Therapeutics and RayzeBio showcase Bristol Myers Squibb’s strategy to acquire new therapies and drug platforms that can drive growth over the next decade. While expensive, these acquisitions reduce Bristol’s reliance on aging blockbuster drugs facing patent cliffs.

Gaining Karuna’s potential multi-billion dollar schizophrenia medicine and RayzeBio’s cutting-edge radio-pharmaceutical technology gives Bristol valuable new firepower to deploy in the fiercely competitive pharma market. If successful, the deals will ensure Bristol Myers remains an industry leader as it confronts upcoming challenges from biosimilar and generic competition.

Take a moment to take a look at emerging growth biotechnology companies by looking at Noble Capital Markets Senior Research Analyst Robert LeBoyer’s coverage universe.

Bristol Myers Drops $14 Billion to Acquire Karuna Therapeutics, Gaining Schizophrenia Drug

Posted on by slightbourne@noblecapitalmarkets.com

Pharmaceutical giant Bristol Myers Squibb made a bold move into neuroscience today, announcing the $14 billion acquisition of clinical-stage biotech Karuna Therapeutics. The massive deal provides Bristol Myers with Karuna’s lead drug candidate, KarXT, a potential new treatment for schizophrenia and other psychiatric disorders.

KarXT could be the first drug in its class approved for schizophrenia in decades. The market for schizophrenia drugs is estimated at over $7 billion globally. If approved, KarXT is projected to achieve multi-billion dollar peak sales. Bristol Myers is betting the experimental medicine could transform treatment for millions struggling with serious mental illness.

This acquisition is the latest in a wave of big pharma interest in the emerging neuroscience space. Companies are eager to find new approaches to historically hard-to-treat psychiatric conditions like schizophrenia, depression and Alzheimer’s disease.

Smaller biotechs like Karuna have led the charge, developing novel therapies targeting neurological mechanisms of psychiatric disorders. But larger players like Bristol Myers have taken notice of the promise of these new technologies.

Karuna’s KarXT combines xanomeline, a novel muscarinic receptor agonist, with trospium chloride, an FDA-approved muscarinic receptor antagonist. Early clinical results show this approach reduces side effects and improves efficacy compared to current schizophrenia drugs.

Take a look at other emerging growth biotechnology companies by taking a look at Noble Capital Markets’ Senior Research Analyst Robert Leboyer’s coverage list.

In late-stage clinical trials, KarXT demonstrated statistically significant and clinically meaningful improvements in schizophrenia symptoms. Patients experienced rapid reductions in hallucinations and delusions with far fewer problematic side effects like sedation.

Based on positive Phase 3 data, Karuna submitted a New Drug Application for KarXT in schizophrenia in mid-2022. The FDA accepted the application and set a PDUFA goal date of September 2023 for a potential approval.

Clearly Bristol Myers feels confident about KarXT’s chances, agreeing to pay $28.5 billion upfront in cash to finalize the acquisition. Karuna shareholders will also be eligible for up to $3.5 billion in milestone payments if KarXT reaches certain commercial goals.

For Bristol Myers, the move signals a push into neuroscience and psychiatric disease, an area it has not traditionally emphasized. But the company likely sees major growth potential, given the prevalence of mental illness and the need for better treatments.

Almost 3% of the U.S. population suffers from schizophrenia. Another 17% experience some other mental illness like depression, bipolar disorder or PTSD. Existing drugs fail to adequately manage symptoms for many patients and carry tolerability issues that lead to poor compliance.

Doctors and patients are eagerly awaiting novel therapies like KarXT that balance safety and efficacy. Karuna is also exploring KarXT’s potential in dementia-related psychosis and other indications beyond schizophrenia.

The lucrative deal builds on other recent big-ticket acquisitions for Bristol Myers as the company looks to expand its portfolio. Earlier this year, Bristol Myers acquired cancer biotech Turning Point Therapeutics for $3.2 billion and the oncology company MyoKardia for $13 billion.

But the Karuna purchase represents Bristol Myers’ biggest bet yet on the emerging neuroscience space. It’s the second largest biopharma acquisition announced in 2022 after Pfizer’s $43 billion buyout of cancer drugmaker Seagen.

Other large pharmaceutical companies have also signed deals to access neuropsychiatric drug candidates. AbbVie recently acquired an option to purchase Alector’s experimental Alzheimer’s therapy for up to $2.2 billion. And Eli Lilly collaborated with NextCure on novel immuno-oncology approaches for treating mental illness.

As more novel mechanisms like KarXT arrive, expect growing competition among pharma giants to capture market share. Bristol Myers struck first with today’s monumental acquisition, but likely won’t be the last looking to neuroscience for future growth.

Aon Bets $13.4 Billion on Mid-Market Insurance Growth

Posted on by slightbourne@noblecapitalmarkets.com

Insurance brokerage and consulting powerhouse Aon (AON) unveiled a definitive agreement on December 20th to acquire middle-market peer NFP in an all-cash $13.4 billion deal. NFP focuses on property and casualty brokerage, benefits consulting, wealth management and retirement plan advisory specifically for mid-sized clients.

The landmark transaction allows Aon to aggressively expand into the lucrative mid-corporation segment amid an economic landscape stoking demand for recession-resistant insurance policies. With NFP expecting 2022 revenues nearing $2.2 billion and a roster of over 7,700 client organizations, the bolt-on acquisition provides Aon a launching pad towards deepening its presence among growth-oriented middle-market enterprises.

Tap Exploding Market for Mid-Sized Firms

Several tailwinds have powered extraordinary growth within insurance brokerages catering to mid-cap corporations. As middle-market companies strive for enhanced risk management oversight amid volatile conditions, they increasingly seek broker partners delivering customized guidance on property/casualty and employee benefits policies.

NFP’s singular mid-market focus perfectly aligns with this surging addressable market. The brokerage brings specialized consulting capabilities around financial, health, and retirement offerings that resonate powerfully among mid-sized organizations. After closing in mid-2024, NFP’s offerings significantly broaden and diversify Aon’s middle-market resources.

The opportunistic move also builds on Aon’s existing relationship with mid-market insurance access point Businessolver. By consolidating NSM Insurance and now NFP, Aon assembles an unrivaled mid-corporation product portfolio spanning risk management, human resources, payroll, and compliance functionality.

Betting on Consistent Insurance Demand

Aon’s bold acquisition reflects confidence that commercial insurance spending will continue rising despite recessionary warnings. Employer-sponsored health plans, property policies, casualty coverage, and other risk transfer solutions retain fundamental necessity for corporations of all sizes. With mid-sized companies facing substantial human capital and operational exposures, brokerages like NFP and Aon constitute trusted partners for navigating complex risk landscapes.

The sector’s recession resilience and anti-cyclical behaviors produce reliable revenues amid broader economic uncertainty. Aon has witnessed only one year of revenue declines over the past decade. The industry giant averaged yearly sales growth of 8.4% since 2013.

Strategic Growth Play

From a financial perspective, NFP dramatically strengthens Aon’s growth trajectory. Adding the brokerage’s high-single-digit annual revenue gains provides immediate scale. In an investor presentation, management projected total company sales expansion of 8% in 2024 and 14% in 2025 post-acquisition. Significant cross-selling opportunities and global expansion of NFP’s capabilities should spur ongoing upside.

Aon expects to realize $150 million in cost synergies by 2025. The combination presents chances to eliminate redundant corporate structures and leverage joint capabilities in technology, data analytics and digitization to drive efficiency gains. Ensuing margin expansion would magnify bottom-line profit growth produced by the increased revenues.

Although the transaction costs require $7 billion in new debt, NFP is projected to start contributing towards deleveraging by 2025. While 2024 margins may compress initially, management reinforced commitment towards long-term margin expansion. From 2013-2021, Aon’s margins grew from 16.4% to record 35.7% levels.

Risks and Costs

Despite projected profitability gains, Aon’s stock dropped nearly 8% on the announcement as shareholders weigh risks around significant integration costs and execution challenges. Management forecasts $400 million in one-time transaction and integration expenses associated with consolidating the sizable acquisitions.

There are additionally risks tied to client retention. As occurred with some Willis Towers Watson customers after Aon’s failed merger attempt in 2021, certain NFP accounts may reevaluate relationships depending on changes in account management or service model adjustments.

Overall, however, investor reception remains positive. The deal continues an active era defined by transformative combinations as large brokers fight for differentiation. Aon has now spent nearly $30 billion on M&A to distinguish its portfolio. Adding NFP crucially now arms the brokerage giant to increasingly capitalize on lucrative mid-market tailwinds in coming years.

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Japanese Steel Giant Nippon to Acquire U.S. Steel in $14.9 Billion Mega-Deal

Posted on by slightbourne@noblecapitalmarkets.com

In a tectonic deal poised to reshape the global steel industry, Japan’s largest steel producer, Nippon Steel, has announced a definitive agreement to acquire iconic American steelmaker United States Steel Corp. in an all-cash transaction valued at approximately $14.9 billion.

The blockbuster acquisition represents a 142% premium over U.S. Steel’s share price since August 11th when the struggling American steel icon first announced a strategic review process to explore “all options” for the company. Nippon has already lined up the required financing to fund the transaction, which is predicted to face few antitrust or other regulatory hurdles.

Industry analysts see the merger as hugely beneficial for Nippon as it aggressively pushes towards its goal of 100 million metric tons in global crude steel capacity. Adding U.S. Steel’s substantial production footprint across the resurging American steel market and other regions drastically accelerates Nippon’s global growth trajectory.

The deal also provides Nippon strategic access to growing U.S. steel demand from automakers ramping up manufacturing after resolving recent strikes, as well as the booming renewable energy industry needing steel under incentives in the U.S. Inflation Reduction Act. With U.S. Steel struggling financially in recent quarters despite rosy market dynamics, it became an attractive takeover target this summer.

Nippon leadership emphasized the company’s decades of experience in the U.S. steel market through its existing Standard Steel business gives them confidence of seamlessly integrating American staff and existing unions. Nippon has committed to uphold all of U.S. Steel’s current obligations to employees, unions and collective bargaining agreements.

The brazen takeover reveals the rapid ongoing consolidation within steel markets across the world, as titans like Nippon and ArcelorMittal aggressively expand through mergers and acquisitions. For U.S. Steel, it represents the end of over a century operating as an independent industrial behemoth synonymous with American steel since its 1901 founding by magnates like J.P. Morgan and Andrew Carnegie.

While U.S. Steel searches for a new foreign owner, America’s two next largest steel producers by capacity—Nucor and Cleveland Cliffs—remain fiercely independent. Yet market watchers speculate they may also soon be targeted by hungry international steel conglomerates racing to build market share globally.

Ultimately, the Nippon deal provides a clear path forward for struggling U.S. Steel. But it also continues the trend of foreign takeovers changing the face of American steel with more production capacity and profits accruing abroad. The Biden administration must now scrutinize whether the deal sufficiently safeguards America’s economic and national security interests.

With Nippon expecting the acquisition to close sometime between Q2 and Q3 2024, it launches a new era for the changing U.S. steel industry now overshadowed by growing international forces. Only time will tell whether domestic steelmakers can thrive under new foreign management, or if America’s independent steel era has come to a close.

Integra Bets on Ear, Nose, and Throat Growth With $280 Million Acclarent Purchase

Posted on by slightbourne@noblecapitalmarkets.com

Medical device maker Integra LifeSciences announced today it will purchase Acclarent, a leader in ear, nose and throat (ENT) technologies, from Johnson & Johnson’s Ethicon division for $275 million upfront plus future regulatory milestones. The deal values Acclarent at approximately 2.5 times sales, with the company generating $110 million in revenues during 2022.

For Integra, the acquisition provides an opportunity to significantly expand its footprint beyond neurosurgery and establish the company as a major player in the attractive ENT specialty devices segment. The global ENT market is projected to grow at a 5-6% clip annually, adding an estimated $1 billion in addressable market opportunity for Integra.

Acclarent brings to Integra pioneered balloon dilation platforms for treating chronic sinusitis as well as novel treatments for Eustachian tube dilations. Its flagship products are the only FDA-approved stents for maintaining sinus openings after surgery. Acclarent also provides image guidance systems to assist surgeons with minimally invasive procedures.

The company maintains strong brand awareness and deep clinical relationships after rebuilding its commercial presence following a period of declining sales between 2017-2020.

Integra management sees substantial room for additional share gains in ENT given Acclarent’s leadership in balloon dilation and the generally fragmented supplier landscape in ENT today. The global sinus dilation devices market alone is projected to reach $3.5 billion by 2030, providing a sizable growth pipeline for Acclarent’s portfolio.

Strategic and Financial Benefits

The acquisition furthers Integra’s strategy to complement its legacy strength in neurosurgery with scaled positions across faster-growth clinical applications adjacent to its core.

Integra aims to replicate its #1 share in dural repair for neuro procedures by becoming one of few dominant players in ENT. The company believes the combination of its commercial infrastructure and Acclarent’s innovative portfolio can support above-market growth for the foreseeable future.

Financially, Acclarent is being acquired at an attractive upfront valuation of 2.5 times sales. Integra management expects the deal will be immediately accretive to earnings per share after closing.

Acclarent generated gross margins in line with Integra’s overall company average in 2022, providing opportunities for further margin expansion from operating leverage as the business scales.

The transaction also comes at a time when medtech valuations have declined from their pandemic peaks, enabling Integra to obtain Acclarent at what it believes to be an opportunistic price.

Cultural and Portfolio Fit

Integra CEO Jan De Witte highlighted the cultural alignment between both organizations and focus on restoring patient lives as key rationales behind the deal.

De Witte said, “Acclarent’s culture of pioneering technologies aligns with Integra’s legacy of innovation to transform care and restore patients’ lives. We are looking forward to welcoming the Acclarent employees to the Integra team. Together, we can make a profound impact on the future of ENT and neurosurgery.”

Acclarent will operate as part of Integra’s $1.3 billion Codman Specialty Surgical division focused on neurosurgery. Integra sees substantial opportunities for its neurosurgery and ENT sales teams to collaborate on treating certain brain tumors by leveraging skull base surgical approaches.

Integra also gains access to a robust ENT product development pipeline, including next-generation surgical staplers, powered sinus surgery technologies, and potential new indications for Acclarent’s balloon dilation platforms.

Acclarent’s R&D and regulatory expertise will help accelerate Integra’s internal efforts to bring new generations of minimally invasive surgery products to market.

Smooth Post-Close Integration

Integra expects to retain Acclarent’s entire workforce as part of ensuring a smooth organizational transition after the deal closes. The company aims to operate Acclarent as an independent business unit during the near-term while integrating back-office functions.

Manufacturing operations will continue to be outsourced to third parties and Integra anticipates no supply chain disruptions to Acclarent’s product availability.

The transaction is projected to close by the second quarter of 2024, subject to customary antitrust and regulatory clearances globally. Transition services agreements will provide additional support for up to four years following deal closure.

By maintaining continuity of strategy, personnel and manufacturing, Integra hopes to achieve targeted revenue and cost synergies from the integration of Acclarent, while continuing its above-market growth trajectory in the ENT segment. The addition of Acclarent’s portfolio and innovative roadmap makes this transaction an important step forward in Integra’s strategy to complement leadership in neurosurgery with scaled positions in some of medtech’s most attractive and fastest-growing markets.

Occidental Petroleum Expands Presence in Permian Basin with $12 Billion CrownRock Acquisition

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In a strategic move to bolster its presence in the prolific Permian Basin, Occidental Petroleum has reached an agreement to acquire CrownRock for a staggering $12 billion. This significant deal, part of a broader consolidation trend in the U.S. energy sector, positions Occidental to fortify its standing as the ninth-largest energy company in the U.S.

CrownRock, a major privately held energy producer operating in the Permian Basin, is currently developing a 100,000-acre position in the Midland Basin, a crucial segment spanning 20 counties in western Texas. The Midland Basin, contributing 15% of U.S. crude production in 2020, is a key focus for Occidental’s goal to increase its scale in the Permian.

The transaction is set to add a substantial 170,000 barrels of oil equivalent per day to Occidental’s production capabilities. Furthermore, with 1,700 undeveloped locations in the Permian, the deal positions Occidental for strategic expansion in a region vital to the nation’s energy landscape.

To finance this significant acquisition, Occidental plans to issue $9.1 billion in new debt, complemented by approximately $1.7 billion in common stock. Despite these financial obligations, Occidental remains committed to its goal of reducing its overall debt to below $15 billion, showcasing confidence in the long-term benefits of the CrownRock acquisition.

This move comes amidst a flurry of major deals in the energy sector, with ExxonMobil announcing a $60 billion acquisition of Pioneer Natural Resources and Chevron taking over Hess for $53 billion in recent months. Occidental’s acquisition of CrownRock underscores the ongoing consolidation trend, particularly in the Permian Basin, the largest oil-producing region in the U.S.

Occidental’s CEO, Vicki Hollub, emphasized the company’s dedication to managing its financial commitments. Despite a 10% drop in Occidental’s stock year-to-date, the acquisition of CrownRock marks the third major deal in the energy sector within a span of two months, highlighting Occidental’s determination to adapt and grow in a rapidly evolving industry.

Berkshire Hathaway, a major holder with about 26% of Occidental’s shares, was not involved in this particular deal. Occidental’s ticker symbol is OXY, and the company anticipates finalizing the CrownRock acquisition in the first quarter of 2024, adding another chapter to its dynamic expansion strategy.

This acquisition is a pivotal moment for Occidental Petroleum as it continues to navigate the evolving energy landscape, strategically positioning itself for future success in the Permian Basin.

Occidental Petroleum Corporation (NYSE: OXY), commonly known as Occidental, has a storied history dating back to its founding in 1920. Established in California, the company evolved from a small oil production venture into one of the largest independent oil and gas exploration and production companies globally. Over the years, Occidental has played a pivotal role in the energy industry, engaging in diverse operations such as oil and gas exploration, production, refining, and marketing. Known for its innovative technologies and strategic acquisitions, Occidental has expanded its reach across the Americas, the Middle East, and North Africa. The company’s commitment to responsible and sustainable energy practices aligns with its pursuit of operational excellence. As the ninth-largest energy company in the U.S., Occidental continues to navigate the dynamic energy landscape, adapting to industry trends and solidifying its position through strategic acquisitions, such as the recent $12 billion CrownRock deal, which reflects its dedication to growth and resilience in an ever-evolving market.

Explore other emerging growth energy companies on Noble Capital Markets’ Senior Analyst Michael Heim’s coverage list

AbbVie’s $8.7 Billion Acquisition of Cerevel Therapeutics: A Game-Changer for Neuroscience Innovations

Posted on by slightbourne@noblecapitalmarkets.com

Pharmaceutical giant AbbVie made a huge splash in the neuroscience space this week with the announcement of its definitive agreement to acquire clinical-stage biotech Cerevel Therapeutics for $8.7 billion. This transforms AbbVie’s position in neuroscience and adds multiple late-stage assets to its pipeline that could drive significant growth over the next decade.

At $45 per share in cash, AbbVie is paying a hefty premium for Cerevel, reflecting its belief in the blockbuster potential of the company’s pipeline. Cerevel has built an impressive roster of new compounds for psychiatric and neurological conditions—areas where AbbVie already has an established presence with treatments for Parkinson’s disease and migraine but now gains even more scale.

The crown jewel of the deal is emraclidine, an investigational antipsychotic for schizophrenia and other psychiatric disorders that could set a new standard of care. Currently in late-stage development, emraclidine has shown early signs of superior efficacy and safety compared to existing schizophrenia meds. With schizophrenia impacting over 5 million people across developed markets, emraclidine represents a multibillion-dollar opportunity for AbbVie commercially.

Beyond emraclidine, Cerevel has a range of other clinical-stage neuro assets that strengthen and complement AbbVie’s pipeline. These include tavapadon for Parkinson’s, CVL-354 for depression, and darigabat for epilepsy—all of which have potential for best-in-class status in their respective categories.

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According to AbbVie’s chairman and CEO Richard Gonzalez, “Our existing neuroscience portfolio and our combined pipeline with Cerevel represents a significant growth opportunity well into the next decade.” He notes AbbVie’s global commercial infrastructure can help accelerate these drugs to market globally.

Gonzalez has orchestrated a highly successful strategy for AbbVie centered around building global therapeutic franchises in immunology, oncology, and aesthetics. Adding neuroscience as a fourth core franchise has been an ambition for awhile. Between Humira facing biosimilar competition and the need to fuel AbbVie’s next chapter of growth, this acquisition is a strategic step to position neuroscience as a more prominent piece of the puzzle.

For Cerevel, the buyout represents a major win and validation of the platform they have built. As CEO Dr. Ron Renaud comments, “Cerevel has always been committed to transforming what is possible in neuroscience…with AbbVie’s long-standing expertise in developing and commercializing medicines on a global scale, Cerevel’s novel therapies will be well positioned to reach more people.”

Wall Street is reacting positively to the deal announcement, with shares of both companies rising 3-4% the day it was announced. Investors recognize the growth implications and are cheering AbbVie’s move to recharge its pipeline.

While the deal is expected to close in 2024 pending approvals, it marks the continuation of a surge in biotech M&A driven by the appetite of large pharmas to augment their portfolios externally. With over 200 neuroscience programs in mid- to late-stage industrywide across CNS disorders, neurological treatments are having a moment right now. For AbbVie, the Cerevel transaction cements its intent to be at the forefront in capturing this opportunity.

Merck Bets on Neurodegenerative Disease Treatments with Caraway Buyout

Posted on by slightbourne@noblecapitalmarkets.com

Pharmaceutical giant Merck announced Tuesday that it will acquire Caraway Therapeutics, a preclinical biotech company pursuing novel approaches to treating genetically defined neurodegenerative and rare diseases. The deal reflects Merck’s ongoing commitment to developing much-needed disease-modifying therapies for progressive brain conditions.

Under the agreement, Merck will make an upfront payment to obtain Caraway, followed by additional milestone payments contingent upon the progress of certain Caraway pipeline assets. Though financial terms were not disclosed, the total potential consideration could reach up to $610 million.

“Caraway’s multidisciplinary approach has yielded important progress in evaluating novel mechanisms of modulation of lysosomal function with potential for the treatment of progressive neurodegenerative diseases,” said George Addona, Merck’s head of discovery. “We look forward to applying our expertise to build upon this work with the goal of developing much needed disease-modifying therapies for these conditions.”

Unlike symptomatic treatments, disease-modifying therapies aim to directly impact underlying disease processes and ultimately alter the course of a condition’s progression. This has remained an elusive goal for brain diseases like Alzheimer’s and Parkinson’s.

Caraway’s work targets dysfunctions in cellular “recycling” processes that clear toxic materials from the brain. Its treatments stimulate lysosomes, which act as cell disposal units, to boost their activity. Researchers believe a boost in waste clearance could counter neurodegeneration.

Merck has been an investor in Caraway since 2018 through its venture capital arm MRL Ventures Fund. Now, by folding Caraway’s team and portfolio into its research labs, Merck aims to leverage its considerable drug development capabilities to advance lysosomal modulation treatments for neurodegeneration.

“This is a testament to the hard work and dedication of the Caraway team and our mission to develop therapeutics with the potential to alter the progression of devastating neurodegenerative diseases and help patients,” said Caraway CEO Martin D. Williams in a statement. “This acquisition leverages Merck’s industry-leading research and development capabilities to help further advance our discovery and preclinical programs.”

Alongside Merck, Caraway has been backed by several high-profile life sciences investors including SV Health Investors, AbbVie Ventures, Amgen Ventures, and Eisai Innovation.

An Urgent Need for Better Brain Treatments

Currently available medications can only manage symptoms for a period of time for Alzheimer’s, Parkinson’s, and related neurodegenerative diseases. None treat underlying pathologies or substantially slow worsening cognition and functionality.

Alzheimer’s alone impacts more than 6 million Americans and the prevalence is expected to triple in the next 30 years if no new treatments emerge. Experts have emphasized the urgent need for innovations.

Major players in the pharmaceutical industry have confronted disappointed late-stage clinical trial results among proposed Alzheimer’s treatments over the past decade, suffering high-profile setbacks.

Yet Merck’s buy-in suggests promise still exists in Caraway’s early-stage lysosomal modulation approach, even though treatments haven’t advanced to human testing yet. Merck aims to apply its extensive expertise to push potential therapies over the finish line where others have stumbled before.

Continuing a Neuroscience Focus

Alongside this deal, Merck continues to expand its research across neurodegenerative diseases in other ways. Thus far in 2023, Merck has also entered into research collaborations to pursue non-amyloid targets for Alzheimer’s and chiral chemistry for better brain penetrance among compounds targeting neurological conditions.

“The alignment with Caraway’s innovative science and focus on elucidating disease-modifying neurotherapeutics dovetails nicely with our ongoing work,” said Addona.

Overall, Merck’s acquisition of Caraway signals both increasing momentum around emerging theories of neurodegeneration—like waste clearance’s role—and a formidable commitment by the pharma organization to translating the latest science into paradigm-shifting treatments for patients.

Q32 Bio to Combine with Homology Medicines and Advance Autoimmune Pipeline

Posted on by slightbourne@noblecapitalmarkets.com

Q32 Bio, a clinical-stage biotech developing treatments for autoimmune and inflammatory diseases, announced it has entered into a definitive agreement to merge with Homology Medicines in an all-stock deal. The combined company will operate under the Q32 Bio name and focus on progressing Q32’s pipeline of novel immunomodulators.

Q32 is developing bempikibart (ADX-914), an anti-IL-7Rα antibody, as well as ADX-097, a tissue-targeted complement inhibitor. The merger will provide Q32 with access to public markets and additional capital to support the advancement of these programs through upcoming milestones.

Under the terms of the agreement, Homology Medicines shareholders will receive 25% ownership in the combined company, with Q32 shareholders owning 75%. The Board of Directors will consist of seven members from Q32 Bio and two from Homology Medicines. The companies expect the transaction to close in Q1 2024.

Regaining Worldwide Rights to Lead Candidate Bempikibart

Concurrent with the merger announcement, Q32 revealed that it has re-acquired full worldwide rights to bempikibart from Amgen. Q32 originally licensed bempikibart from Amgen in 2021 after the pharma giant took it through Phase 1 trials.

Bempikibart blocks signaling mediated by IL-7 and TSLP to modulate T cell-driven inflammation. It is currently being evaluated in two Phase 2 studies in atopic dermatitis and alopecia areata, with topline results expected in the second half of 2024.

Regaining full rights to bempikibart provides Q32 with greater control over the program’s development and commercial potential. The merger and additional funding will support pivotal studies to bring bempikibart to market.

Advancing Complement Inhibitor ADX-097 into the Clinic

In addition to bempikibart, Q32 is developing ADX-097 as an innovative approach to inhibiting complement activation for autoimmune and inflammatory disorders. Excessive complement activation is implicated in diseases like ANCA-associated vasculitis, IgA nephropathy, and NMOSD.

Unlike current complement drugs that cause systemic inhibition, ADX-097 is engineered to potently inhibit complement only in targeted tissues. This allows greater on-target activity with potentially improved safety.

Q32 recently completed a Phase 1 trial of ADX-097, demonstrating a favorable tolerability and immunogenicity profile. The company will now advance ADX-097 into Phase 2 testing, with initial proof-of-concept data expected by end of 2024 and topline results from two trials in 2H 2025.

Take a look at more emerging biotechnology companies by taking a look at Noble Capital Market’s Senior Research Analyst Robert LeBoyer’s coverage universe.

Strengthening Financial Position to Reach Critical Milestones

To support its pipeline advancement, Q32 has secured a $42 million private placement in conjunction with the proposed merger. New and existing investors participated, including OrbiMed, Bristol Myers Squibb, Sanofi Ventures and others.

This additional capital will fund operations through several key milestones:

  • Phase 2 data for bempikibart in atopic dermatitis and alopecia areata in 2H 2024
  • Initial Phase 2 proof-of-concept data for ADX-097 by end of 2024
  • Topline Phase 2 results for ADX-097 in 2H 2025

The combined company is expected to have approximately $115 million in cash at closing, providing runway into mid-2026. This strengthened financial position will enable Q32 to reach meaningful catalysts for its lead programs.

Experienced Leadership to Drive Clinical Development

The combined immunology-focused company will be led by the Q32 Bio executive team, including:

  • Jodie Morrison, CEO
  • Shelia Violette, PhD, Founder and CSO
  • Jason Campagna, MD, PhD, CMO
  • Saul Fink, PhD, CTO
  • Maria Marzilli, MPH, EVP of Corporate Strategy & Operations
  • David Appugliese, JD, SVP, Head of People

Q32’s management has extensive experience leading R&D, corporate strategy, and operations at companies like Editas Medicine, Bioverativ, and Ironwood Pharmaceuticals.

Ms. Morrison commented, “The proposed merger with Homology Medicines and concurrent private placement is expected to provide Q32 Bio with the capital to drive development of our autoimmune and inflammatory pipeline through multiple clinical milestones. We look forward to delivering Phase 2 data for bempikibart and ADX-097 that could support the advancement of these programs toward commercialization.”

The transaction will provide Q32 Bio with the financial capacity and public listing to further advance its pipeline of novel immunology therapies for patients with autoimmune and inflammatory diseases. Shareholders of both companies will have the opportunity to realize future value if the combined pipeline progresses as planned.

Airbnb Makes First Acquisition as Public Company, Buys AI Startup

Posted on by slightbourne@noblecapitalmarkets.com

Airbnb has made its first acquisition since going public in 2020, purchasing artificial intelligence startup Gameplanner.AI for just under $200 million. The deal marks Airbnb’s intent to integrate more AI technology into its platform to enhance the user experience.

Gameplanner.AI was founded in 2020 and has operated in stealth mode, away from the public eye. The startup was co-founded by Adam Cheyer, one of the original creators of the Siri voice assistant acquired by Apple. Cheyer also co-founded Viv Labs, the technology behind Samsung’s Bixby voice assistant.

With the acquisition, Airbnb is bringing Cheyer’s AI expertise in-house. In a statement, Airbnb said Gameplanner.AI will accelerate development of AI projects designed to match users to ideal travel recommendations.

Airbnb’s CEO Brian Chesky has previously outlined plans to transform Airbnb into a “travel concierge” that learns about user preferences over time. The integration of Gameplanner.AI’s technology could allow Airbnb to provide highly personalized suggestions for homes and experiences based on an individual’s travel history and interests.

For example, the AI could recommend beach houses for a user that has booked seaside destinations in the past, or suggest museums and restaurants suited to a traveler’s tastes. This would enhance the trip planning experience and help users discover new, relevant options.

The acquisition aligns with Chesky’s vision to have AI play a central role in Airbnb’s future. With Gameplanner.AI’s specialized knowledge, Airbnb can refine its AI models and more seamlessly incorporate predictive data, natural language processing, and machine learning across its apps and website.

Strategic First Acquisition for Airbnb

The purchase of Gameplanner.AI is Airbnb’s first acquisition since going public in December 2020. The deal could signal a shift in Airbnb’s M&A strategy as it looks to supplement organic growth with targeted acquisitions.

The ability to tap into Gameplanner.AI’s talent pool and proprietary technology accelerates Airbnb’s timeline for deploying more sophisticated AI tools. Developing similar capabilities in-house could have taken years and delayed the introduction of new AI features.

Acquiring an established startup with proven expertise allows Airbnb to boost its competitive edge in AI much faster. As travel continues to rebound from the pandemic, Airbnb can capitalize on these enhancements sooner to attract and retain users.

The Gameplanner.AI deal is relatively small for Airbnb, which as of September 2023 held $11 billion in cash and liquid assets on its balance sheet. But the acquisition could pave the way for more M&A deals that augment Airbnb’s core business.

As Airbnb branches out into new offerings like Airbnb Experiences and long-term rentals, the company may seek to acquire startups innovating in these spaces as well. For investors, Airbnb’s renewed openness to acquisitions makes it a more well-rounded and potentially appealing target.

AI Race in Travel Heats Up

Airbnb’s acquisition also comes amid surging demand for AI across the travel industry. Google is rumored to be investing hundreds of millions into a startup called Character AI that creates virtual travel companions powered by artificial intelligence.

Character AI lets users chat with AI versions of celebrities and public figures, including a virtual travel advisor designed to mimic the personality and advice of Sir David Attenborough.

With travel demand rebounding sharply, Google and Airbnb are demonstrating the value of AI for reinventing the trip planning and booking process. Both companies recognize the technology’s potential for driving personalization and convenience in the fiercely competitive sector.

As part of the wider rush to AI adoption, expect Airbnb’s move to spur more activity in the space as other travel platforms vie to enhance customer experiences through intelligent automation. The Gameplanner.AI acquisition gives Airbnb first-mover advantage, but likely won’t be the last pivot toward AI we see in the industry.

For Airbnb, integrating advanced AI unlocks tremendous opportunity to tighten its grip on the global accommodation and experiences market. With innovation led by strategic acquisitions like this, Airbnb aims to extend its position as the premier one-stop shop for travel.

Mach Natural Resources Makes Major Move with $815 Million Acquisition in Oklahoma’s Anadarko Basin

Posted on by slightbourne@noblecapitalmarkets.com

Oklahoma City-based Mach Natural Resources LP announced Monday that it has agreed to acquire oil and gas assets in Oklahoma’s Anadarko Basin from Paloma Partners IV, LLC for $815 million. The deal marks a significant expansion for Mach as it looks to increase production and proved reserves.

The acquisition includes approximately 62,000 net acres concentrated in the core counties of Canadian and Grady, along with recent production of around 32,000 barrels of oil equivalent per day. Mach cited substantial proved developed producing (PDP) reserves of 75 million barrels of oil equivalent and over a decade’s worth of drilling inventory supporting the transaction.

Mach was attracted to the assets’ high margin oil production and potential for further development. The company said the purchase advances its strategy of focusing on distributions, disciplined acquisitions, maintaining low leverage, and keeping the reinvestment rate under 50%. According to Mach, the deal is accretive to cash available for distribution and cash distribution per unit.

The properties change hands with one rig currently running in Grady County and plans for 6 more wells to be completed before the expected December 29 closing. Post-acquisition, Mach intends to add another rig, continuing its measured approach to capital spending.

The purchase price reflects discounted PDP value, presenting an opportunity for Mach to boost near-term cash flow. At the same time, the company is bringing aboard de-risked SCOOP/STACK drilling locations that can fuel longer-term growth.

To finance the $815 million transaction, Mach has lined up committed debt financing led by Chambers Energy Management and EOC Partners. The senior secured term loan will provide $825 million at the closing date. Mach stated that its leverage ratio will remain below 1.0x debt to EBITDA after absorbing the new debt.

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Mach’s Chief Executive Officer commented, “This transaction creates significant value for our unitholders and represents an important step in executing our strategic vision. We look forward to developing these high-quality assets and welcoming a talented local team to the Mach family.”

The seller, Paloma Partners IV, is backed by private equity firms EnCap Investments and its affiliates. Paloma amassed the properties in 2017 and 2018 when SCOOP/STACK deal activity was high. Its divestiture to Mach comes amidst a cooling of M&A in the play.

Mach was founded in 2021 with an emphasis on shareholder returns and steady growth in Oklahoma’s Anadarko Basin. The company currently runs a two-rig development program on its legacy acreage position.

The Anadarko Basin has seen resurgent activity as producers apply drilling and completion technology to unlock the potential of the SCOOP and STACK plays. Operators continue to drive down costs and improve productivity in the prolific geological formations.

Mach’s new Grady County acreage provides exposure to the volatile oil window of the SCOOP Woodford condensate play. Well results in the area have benefited from longer laterals, increased sand loadings, and optimized well spacing.

Canadian County offers additional Woodford potential plus stacked pays in the Meramec, Osage and Oswego horizons. Together, these reservoirs offer a mix of liquids-rich gas and high-margin oil for Mach’s operated portfolio.

With its firm financial footing and expanded operational scale, Mach appears positioned for further consolidation in the Anadarko Basin. The company now controls over 150,000 net acres in the region. Its proven strategy may attract additional sellers seeking to divest non-core acreage and realize value from their own holdings.

Mach can leverage its expanded position and technical expertise to exploit not only the SCOOP and STACK but also emerging zones like the Osage and Cottage Grove. The company anticipates its enlarged inventory will support steady production growth and consistent cash returns in the years ahead.

Monday’s major acquisition cements Mach Natural Resource’s status as a premier independent operator in the Anadarko Basin. The company seems intent on delivering on its promises of accretive growth, high cash margins, and peer-leading capital discipline. For Mach, size and scale will likely prove critical in generating free cash flow and distributions in a commodity price environment with little room for error.