Tag: Acquisition

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

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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.

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

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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

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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

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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.

Watch AON’s NobleCon19 presentation: Cybersecurity – Is Your C-Suite Ready for 2024?

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

Posted on by cpatches

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.

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

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.