Tag: Acquisition

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.

Take a look at more energy companies by taking a look at Noble Capital Market’s Senior Research Analyst Michael Heim’s coverage list.

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.

Crescent Point Bolsters Alberta Montney Position With $2.55B Hammerhead Acquisition

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Crescent Point Energy has entered into an agreement to acquire fellow Canadian oil producer Hammerhead Resources in an all-stock deal valued at approximately $2.55 billion. The deal will expand Crescent Point’s presence in the Alberta Montney, adding over 100,000 contiguous net acres directly adjacent to its existing land position.

Under the terms, Hammerhead shareholders will receive 0.46 share of Crescent Point common stock and $21.00 cash for each Hammerhead share. That values Hammerhead at around $45,500 per flowing barrel of production.

Strategic Fit Strengthens Key Focus Areas

The acquisition solidifies Crescent Point’s dominant position in two of Canada’s premier unconventional oil plays. It becomes the largest landholder in both the Alberta Montney and Kaybob Duvernay resource plays.

Crescent Point gains over 800 net high-value drilling locations in the Montney through the deal. This boosts its total premium inventory depth to over 20 years, creating a strong long-term growth profile.

The acquired Montney lands also carry attractive royalty rates and have promising geological characteristics analogous to Crescent Point’s existing acreage. Horizontal drilling and completions technologies have unlocked the vast resource potential of the Montney in recent years.

Significant infrastructure owned by Hammerhead, including oil batteries, water disposal, and gas gathering lines, will also transfer over and support growth plans.

Immediate Impact on Cash Flow and Dividend

According to Crescent Point’s estimates, the deal will increase excess cash flow per share by over 15% on average from 2023-2027. This comes atop the company’s existing 5-10% organic growth outlook.

The increased cash generation provides support for a 15% dividend hike to $0.46 annually upon closing the acquisition. Crescent Point’s balance sheet remains a priority, with net debt expected to decline to 1.1x adjusted funds flow by year-end 2024.

Hammerhead’s current production of 56,000 boe/d (50% oil) is expected to increase to over 80,000 boe/d by 2024. With Hammerhead’s low-decline asset base, Crescent Point sees minimal stabilization capital required to sustain output.

Consolidation Creates Scale

Pro-forma the acquisition, Crescent Point will become Canada’s 7th largest energy producer pumping over 200,000 boe/d. The increased scale provides improved access to capital and potential cost efficiencies.

The company also gains key personnel from Hammerhead to further enhance technical and operational expertise across asset teams.

CEO Craig Bryksa said the deal transforms Crescent Point into a Montney and Duvernay focused producer, complemented by its Saskatchewan assets. The consolidation “is an integral part of our overall portfolio transformation,” Bryksa noted.

Crescent Point says its near-term priorities now center on integrating Hammerhead efficiently, executing planned programs, strengthening its balance sheet, and returning increasing capital to shareholders.

For Hammerhead, the transaction provides liquidity after joining the private equity backed company just two years ago. It also positions shareholders to participate in Crescent Point’s significant free cash flow growth in the coming years.

Subject to shareholder, court, and regulatory approvals, the acquisition is expected to close in Q4 2022. The deal will cement Crescent Point’s standing as a dominant Montney producer and provides visible growth underpinned by its expanded low-risk drilling inventory.

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

BigBear.ai Makes Bold Move to Lead Vision AI Industry with Acquisition of Pangiam

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BigBear.ai, a provider of AI-powered business intelligence solutions, has announced the acquisition of Pangiam, a leader in facial recognition and biometrics, for approximately $70 million in an all-stock deal. The acquisition represents a major strategic move by BigBear.ai to expand its capabilities and leadership in vision artificial intelligence (AI).

Vision AI refers to AI systems that can perceive, understand and interact with the visual world. It includes capabilities like image and video analysis, facial recognition, and other computer vision applications. Vision AI is considered one of the most promising and rapidly growing AI segments.

With the acquisition, BigBear.ai makes a big bet on vision AI and aims to create one of the industry’s most comprehensive vision AI portfolios. Pangiam’s facial recognition and biometrics technologies will complement BigBear.ai’s existing computer vision capabilities.

Major Boost to Government Business

A key rationale and benefit of the deal is expanding BigBear.ai’s business with U.S. government defense and intelligence agencies. The company currently serves 20 government customers with its predictive analytics solutions. Adding Pangiam’s technology and expertise will open significant new opportunities.

Pangiam brings an impressive customer base that includes the Department of Homeland Security, U.S. Customs and Border Protection, and major international airports. Its vision AI analytics help these customers streamline operations and enhance security.

According to Mandy Long, BigBear.ai CEO, the combined entity will be able to “pursue larger customer opportunities” in the government sector. Leveraging Pangiam’s portfolio is expected to result in larger contracts for expanded vision AI services.

CombiningComplementary Vision AI Technologies

Technologically, the acquisition enables BigBear.ai to provide comprehensive vision AI solutions. Pangiam’s strength lies in near-field applications like facial recognition and biometrics. BigBear.ai has capabilities in far-field vision AI that analyzes wider environments.

Together, the combined portfolio covers the full spectrum of vision AI’s possibilities. BigBear.ai notes this full stack capability will be unique in the industry, giving the company an edge over other players.

The vision AI integration also unlocks new potential for BigBear.ai’s existing government customers. Its current predictive analytics solutions can be augmented with Pangiam’s facial recognition and biometrics tools. This builds on the company’s strategy to cross-sell new capabilities to established customers.

Long describes the alignment of Pangiam and BigBear.ai’s vision AI prowess as a key factor that will “vault solutions currently available in market.” The combined innovation assets create opportunities to push vision AI technology forward and build next-generation solutions.

Fast-Growing Market Opportunities

The acquisition comes as vision AI represents a $20 billion market opportunity predicted to grow at over 20% CAGR through 2030. It is one of the most dynamic segments within the booming AI industry.

With Pangiam under its wing, BigBear.ai is making a major play for leadership in this high-potential space. The new capabilities and customer reach significantly expand its addressable market in areas like government, airports, identity verification, and border security.

BigBear.ai also gains vital talent and IP to enhance its vision AI research and development efforts. This will help fuel its ability to bring new innovations to customers seeking advanced vision AI systems.

In a statement, BigBear.ai CEO Mandy Long called the merger a “holy grail” deal that delivers full spectrum vision AI capabilities spanning near and far field environments. It positions the newly combined company to capitalize on surging market demand from government and commercial sectors.

The proposed $70 million acquisition shows BigBear.ai is putting its money where its mouth is in terms of dominating the up-and-coming vision AI arena. With Pangiam’s tech and talent on board, BigBear.ai aims to aggressively pursue larger opportunities and cement its status as an industry frontrunner.

Forum Energy Technologies Transforms Business with Variperm Acquisition

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Houston-based Forum Energy Technologies (NYSE: FET) announced a definitive agreement to acquire Variperm Energy Services in a transformative $210 million deal. The acquisition is expected to significantly boost FET’s revenues, profitability, and exposure to critical global energy production.

Under the terms of the agreement, FET will pay $150 million in cash and issue 2 million shares of FET common stock to acquire Variperm. This reflects a total valuation of approximately 3.7 times Variperm’s trailing 12-month EBITDA. The deal is projected to close in January 2024, subject to customary closing conditions and Canadian regulatory approval.

Variperm is a leading manufacturer of customized downhole solutions and sand/flow control products for heavy oil applications. Headquartered in Calgary, Canada, the company has 290 employees across eight North American locations. Variperm has been backed by private equity firm SCF Partners since 2014.

“We are excited to have Variperm join the FET family,” said Neal Lux, President and CEO of FET. “Variperm’s differentiated technology and strong position with blue-chip customers establishes FET as a key global partner for producers.”

Significantly Accretive Deal

FET expects the acquisition to be highly accretive, transforming its profitability, margins and scale.

On a combined trailing 12-month basis as of September 30, 2023, FET projects total revenues increasing 17% to $873 million. Adjusted EBITDA is expected to surge 77% to $121 million, reflecting a 470 basis point improvement in EBITDA margins to 14%.

The deal is also expected to drive substantial increases in operating cash flow, free cash flow, and earnings per share. FET anticipates ample liquidity and balance sheet flexibility even after closing, with net leverage of only 1.9x EBITDA.

Complementary Offerings & Global Reach

Importantly, Variperm’s product portfolio directly complements FET’s existing artificial lift and downhole solutions. This creates cross-selling opportunities and enables FET to offer integrated solutions.

FET can also leverage its extensive global infrastructure and footprint spanning over 50 countries to expand Variperm’s customer reach worldwide. This includes critical energy markets in the Middle East.

Neal Lux commented, “Variperm’s strong position with blue-chip customers further establishes FET as a key global partner for producers. The acquisition also broadens FET’s exposure to one of the most critical sources of global energy production and security.”

Financing & Liquidity

FET plans to fund the $150 million cash portion of the acquisition through existing cash on hand and borrowings under its revolving credit facility. FET may also utilize a $60 million seller term loan from Variperm’s existing PE owners.

In conjunction with the deal, FET has amended its credit facility to increase revolving commitments by $71 million to $250 million. The amended facility also extends maturity to September 2028 and permits the Variperm acquisition.

At close, FET expects to have net leverage of 1.9x EBITDA and liquidity of approximately $142 million to fund operations and future growth. The company anticipates rapidly deleveraging to 1.0-1.3x by end of 2024 based on free cash flow generation.

The strategic Variperm acquisition solidifies FET’s standing as a leading provider of solutions for the global oil & gas industry. By augmenting its portfolio, boosting profitability, and expanding its customer base, FET has set the stage for continued growth and success.

Take a moment to look at other energy companies by looking at Noble Capital Market’s Senior Research Analyst Michael Heim’s coverage list.

Breaking Boundaries: Lilly’s Investment in Base Editing for Heart Disease

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Pharmaceutical giant Eli Lilly is expanding its efforts in cardiovascular disease research through a new deal with Beam Therapeutics and Verve Therapeutics worth up to $600 million. The deal centers around base editing, an emerging gene editing technology that Beam and Verve are pioneering for new precision genetic medicines.

Under the agreement announced today, Lilly will acquire Beam’s opt-in rights to co-develop and co-commercialize several of Verve’s base editing programs targeting cardiovascular disease. This includes lead programs focused on PCSK9 and ANGPTL3 – two high profile genes involved in cholesterol regulation and metabolism. A third undisclosed target related to liver-mediated cardiovascular disease is also included.

In exchange, Beam will receive a hefty $200 million upfront payment along with a $50 million equity investment from Lilly. Beam is further eligible for up to $350 million in future milestone payments as the programs advance through clinical trials and regulatory approvals.

For Lilly, this deal provides access to a promising new approach to treating cardiovascular disease, an area where the company already has a major presence. Lilly has been a leader in cholesterol drugs like statins for decades, and more recently entered the PCSK9 market through its ownership of Repatha. But despite effective medications, cardiovascular disease remains a top killer globally.

Base editing offers a way to precisely and permanently modify disease-causing genes in order to lower cholesterol and potentially deliver stronger treatment effects than current options. Early human trials have already shown base editing of PCSK9 can lower LDL cholesterol. Verve recently initiated a clinical trial using base editors to target both PCSK9 and ANGPTL3 simultaneously.

Take a moment to take a look at Ocugen (OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines.

As a technology pioneer, Beam is widely considered the leader in base editing. The company has uncovered a series of natural enzymes that can be programmed to make single letter DNA changes at targeted sites without cutting the double strand like traditional CRISPR gene editing. This opens possibilities for more precise control while minimizing unintended effects.

Beam CEO John Evans highlighted base editing as a core strategic priority, and views creative partnerships as a key path to accelerate development. “Our initial collaboration with Verve and this new transaction with Lilly are exemplary of our execution of that strategy,” Evans said. “This deal provides meaningful upfront capital to advance our portfolio of clinical- and research-stage programs, with significant additional value achievable as the Verve programs advance.”

For Beam, the capital influx provides fuel to advance its broader base editing pipeline including programs in sickle cell disease, alpha-1 antitrypsin deficiency, and glycine encephalopathy. The company now expects its cash runway to extend into the second half of 2026.

Lilly’s history with Verve also preceded this acquisition. In 2021, Lilly led Verve’s $105 million Series B financing and took a stake in the company. That marked another early mover deal to tap into base editing. Verve CEO Sekar Kathiresan said “Lilly’s extensive capabilities in drug development and commercialization make them an ideal partner for Verve as we work together to advance base editing programs aimed at reducing CVD risk through genome editing.”

Beam and Verve join a short list of biotechs focused on realizing the promise of base editing. But Lilly’s involvement marks a huge vote of confidence from the pharma world. As base editing advances toward the clinic, deals like this suggest major players view the technology as more than just hype.

Lilly has been aggressively scouting the latest biotech innovations through both in-house R&D and external deals. The past year saw Lilly acquire hot companies like POINT Biopharma and Repare Therapeutics for large sums. Base editing adds a new tool in Lilly’s toolkit for next generation therapeutic approaches.

Cardiovascular disease also represents an attractive area for investment despite already having effective medications. Heart attacks, strokes and other complications remain a top cause of mortality globally. In the US alone, 1 in 4 deaths are attributable to heart disease each year. Even modest improvements in treatment can translate into major public health benefits.

The risk for Lilly and other major pharmaceutical companies is that base editing and gene editing fail to live up to their early promise in the clinic. However, most experts are optimistic the technology will usher in a new wave of therapies over the next decade. For a pharma giant like Lilly with over $28 billion in yearly revenue, the potential reward is well worth the investment risk to stay on the cutting edge.

PCTEL to be Acquired by Amphenol in $139.7 Million All-Cash Deal

Posted on by slightbourne@noblecapitalmarkets.com

PCTEL, a leading global provider of wireless technology solutions, announced last week that it has reached a definitive agreement to be acquired by Amphenol Corporation in an all-cash transaction valued at approximately $139.7 million.

Under the terms of the agreement, Amphenol will acquire all outstanding shares of PCTEL common stock for $7.00 per share. This offer price represents a premium of over 50% compared to PCTEL’s closing share price of $4.62 on October 13, 2023, the last full trading day before the deal was announced.

The acquisition will allow PCTEL to leverage Amphenol’s global presence, dedicated customer base, and scale to accelerate the growth of PCTEL’s business. Amphenol is one of the world’s largest providers of high-technology interconnect, sensor and antenna solutions.

PCTEL is seen as a clear innovation leader in wireless technology solutions, making it an excellent strategic fit within Amphenol’s portfolio. PCTEL’s capabilities in antennas and test and measurement will complement Amphenol’s strengths in interconnect and sensor technologies.

The deal has been approved by PCTEL’s Board of Directors and is expected to close either in Q4 2023 or early 2024, subject to shareholder approval and customary closing conditions. Once the acquisition is completed, PCTEL will no longer be a publicly traded company on the Nasdaq.

PCTEL provides purpose-built Industrial IoT devices, antenna systems, and test and measurement products to customers worldwide. The company has built trusted relationships through nearly 30 years of experience solving complex wireless challenges and helping organizations stay connected, transform and grow.

Take a moment to take a look at Comtech Telecommunications Corp., a leading global provider of next-generation 911 emergency systems and secure wireless communications technologies.

Amphenol has a diversified presence across high-growth segments including automotive, broadband communications, commercial aerospace, industrial, information technology, military, mobile devices and mobile networks. Amphenol’s sustained financial strength and entrepreneurial culture will support taking PCTEL’s business to new heights.

The transaction follows a nearly year-long strategic review process overseen by PCTEL’s Board of Directors. In their announcement, PCTEL highlighted that Amphenol’s culture is well-aligned and will provide a valuable home for PCTEL’s global employees after the acquisition.

For investors, the all-cash deal provides certainty of value at an attractive premium to PCTEL’s recent trading prices. The $7.00 per share price is over 50% higher than the 30-day volume weighted average share price prior to the deal announcement.

PCTEL’s CEO David Neumann noted that the company’s team has done an excellent job growing the business and meeting strong customer demand globally, especially for high reliability applications. This established market position made PCTEL an appealing target for Amphenol.

The deal marks an exciting milestone for PCTEL, allowing the company to join forces with an industry leader in Amphenol. Investors can expect an accelerated growth trajectory as the combined companies leverage their technical strengths and customer relationships.

After 29 years as an independent public company, PCTEL is set to start an exciting new chapter as part of Amphenol. This transaction highlights the ongoing demand for antennas, sensors and other wireless connectivity technology solutions.

Gilead Partnership Provides Boost to Assembly Bio’s Antiviral Pipeline

Posted on by slightbourne@noblecapitalmarkets.com

Clinical-stage biotech Assembly Biosciences gained a powerful ally in developing next-generation antivirals through a new collaboration with pharma giant Gilead Sciences. The deal provides Gilead access to Assembly Bio’s portfolio of early-stage assets while giving Assembly funding and expertise to advance its programs.

Under the 12-year partnership announced Monday, Gilead will provide $100 million upfront, including an equity investment at a premium. Assembly Bio gains potential milestone payments, royalties, and profit-sharing as programs progress.

For investors, the collaboration validates Assembly Bio’s antiviral pipeline and represents significant long-term revenue potential. The deal also propels Assembly closer to becoming a fully integrated biotech firm.

Assembly’s current clinical assets target major viral diseases like hepatitis B virus (HBV) and herpes simplex virus (HSV). Its preclinical pipeline holds promise against hepatitis D virus (HDV), human cytomegalovirus, and more.

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

Gilead brings extensive experience developing and commercializing leading antiviral drugs in HIV and hepatitis C. The pharma giant now doubles down on virology via Assembly’s early-stage assets.

Opting into a program after proof-of-concept could cost Gilead at least $45 million, signaling confidence in Assembly’s science. The biotech leads R&D initially, with Gilead taking over once assets transition to late-stage trials and commercialization.

For Assembly investors, this deal structure provides valuable de-risking of the pipeline. The company secures funding to advance programs while sharing in the upside if Gilead opts in to lucrative late-stage development and sales.

Assembly is eligible for up to $330 million per program in milestones post opt-in. Royalties range from high single digits to high teens. The biotech can also opt into U.S. profit-sharing.

These economics help offset the risk of clinical failure for Assembly’s shareholders. Meanwhile, Gilead pays for the privilege of accessing Assembly’s innovating antiviral pipelines.

The partnership enhances Assembly’s financial position and extends its operating runway. This enables advancing other preclinical programs beyond the leads Gilead can opt into.

For example, Assembly recently unveiled a promising pan-herpesvirus asset that could treat multiple herpes infections from one oral pill. Such follow-on compounds ensure future revenue potential.

Meanwhile, major progress by Gilead with Assembly’s lead assets could generate substantial royalties and profit-sharing income. Upside from the deal should become clearer as Gilead opts to license drugs entering late-stage testing over the 12-year term.

With a strengthened balance sheet and veteran partner at its side, Assembly Bio seems poised for a breakthrough as a developmental biotech focused on next-gen antivirals.

The Gilead deal provides third-party validation of Assembly’s science and a critical launchpad toward integrated status combining R&D, late-stage trials, and commercialization.

For Assembly investors, these benefits significantly de-risk the journey to having approved antiviral products on the market. If clinical programs pan out as hoped, the payoff from this partnership could be huge.

OptimizeRx to Acquire Medicx in $95 Million Deal, Expanding Omnichannel Platform

Posted on by slightbourne@noblecapitalmarkets.com

OptimizeRx Corp. announced Thursday it will acquire Scottsdale-based Medicx Health for $95 million, expanding its platform reach to healthcare consumers.

The deal combines OptimizeRx’s solutions focused on healthcare providers (HCPs) with Medicx’s consumer-centric technologies. Together, the companies can engage over 2 million HCPs and a majority of U.S. healthcare consumers.

“Our acquisition of Medicx is expected to be a major business accelerator for us,” said OptimizeRx CEO Will Febbo.

For OptimizeRx, the acquisition enhances its digital health platform that helps life sciences companies educate and engage HCPs and patients. Medicx brings new omnichannel marketing and analytics capabilities aimed at consumers.

Reaching Healthcare’s Key Stakeholders

OptimizeRx’s lead solution is a digital point-of-care network enabling pharma marketing and engagement integrated within EHR and e-prescribing workflows. This allows drug makers to reach HCPs through digital touchpoints at the point of care.

Medicx has developed a Micro-Neighborhood® Targeting Platform using advanced identity resolution to reach healthcare consumers. Combining both solutions offers an end-to-end way for pharma companies to connect with HCPs and patients—healthcare’s two most important stakeholders.

“Coupling consumer and HCP marketing strategies is a natural next step for many of our customers,” said OptimizeRx Chief Commercial Officer Steve Silvestro.

Profitable Addition to Fuel Growth

The acquisition is expected to significantly benefit OptimizeRx’s growth and profitability. Medicx is a highly profitable company that will immediately add to revenue, EBITDA, and earnings per share.

On a combined basis, the deal will bring OptimizeRx’s revenue run-rate close to $100 million. Medicx also opens substantial new opportunities for customer penetration and cross-selling.

“I’m extremely proud of the leading patient-focused omnichannel platform the Medicx team has built,” said Medicx CEO Michael Weintraub. “Integrating with a leading HCP-focused enterprise provides numerous efficiencies.”

Weintraub added the combined platforms can now inform and educate patients and HCPs in a cohesive way no single company has done before.

Funded for Growth

OptimizeRx will pay $95 million in total consideration to acquire Medicx. The deal will be funded through OptimizeRx’s cash on hand, short-term investments, and a new $40 million credit facility from Blue Torch Capital.

Certain members of Medicx’s management will invest approximately $10.5 million of their proceeds into OptimizeRx common stock.

The acquisition is expected to close in Q4 2023. Medicx will operate as a subsidiary under its current management team.

Strong Quarterly Performance

In tandem with the acquisition announcement, OptimizeRx preannounced strong third quarter 2023 results.

The company expects Q3 revenue between $15.2-$15.5 million, ahead of consensus estimates. Non-GAAP net income is projected at $0.6-$1 million.

OptimizeRx saw accelerated organic growth in messaging driven by its recently enhanced Dynamic Audience Activation Platform.

The deal marks OptimizeRx’s largest acquisition to date as it leverages M&A to expand its platform. Medicx’s addition is expected to be immediately accretive while funding future growth.

Haemonetics Expands Hospital Portfolio Through $253 Million Acquisition of OpSens

Posted on by slightbourne@noblecapitalmarkets.com

Medical technology firm Haemonetics Corporation recently announced a definitive agreement to acquire OpSens, Inc. in an all-cash deal valued at approximately $253 million. OpSens is a medical device company specializing in innovative fiber optic sensor technology for interventional cardiology applications. This strategic acquisition allows Haemonetics to expand its hospital business into the high-growth interventional cardiology market estimated at $1 billion.

Haemonetics, based in Boston, offers a suite of products for blood and plasma collection, the surgical suite, and hospital transfusion services. With the addition of OpSens’ sensor-guided guidewire and pressure guidewire products for transcatheter aortic valve replacement (TAVR) and percutaneous coronary intervention (PCI), Haemonetics bolsters its portfolio with clinically validated technology to improve patient outcomes.

OpSens’ core offerings include the SavvyWire, the first sensor-guided guidewire for TAVR procedures which enables shorter hospital stays, and the OptoWire, a pressure guidewire used to aid coronary artery disease diagnosis by measuring key parameters like fractional flow reserve (FFR). OpSens leverages proprietary optical technology across its sensor solutions for medical devices and critical industrial applications.

According to Stewart Strong, President of Global Hospital at Haemonetics, this acquisition expands Haemonetics’ leadership in interventional cardiology while providing a foundation for additional growth. By combining OpSens’ innovative technology with Haemonetics’ commercial infrastructure and hospital relationships, there is tremendous potential to increase adoption and improve patient care globally.

Strategically, Haemonetics gains several advantages from the purchase:

  • Access to a $1 billion total addressable market in interventional cardiology, a specialty area witnessing increasing procedure volume. OpSens’ competitive, clinically validated offerings are well-positioned for long-term growth.
  • The ability to accelerate OpSens product adoption leveraging Haemonetics’ existing commercial footprint and depth of penetration in U.S. hospitals for its VASCADE vascular closure portfolio.
  • Expanded product breadth and enhanced diversification into adjacent applications like industrial sensors. OpSens technology can be leveraged across Haemonetics’ hospital business and new markets.
  • Opportunities for continued R&D, clinical study efforts, and other business development activities to augment internal product development. Haemonetics aims to expand its hospital division via organic and inorganic investments.

Financially, Haemonetics expects the deal will be immediately accretive to revenue growth. On an adjusted basis, earnings per share is also expected to be accretive right away. Due to one-time integration costs, GAAP earnings per share may be slightly dilutive in the first full fiscal year before turning accretive.

Haemonetics will finance the transaction through existing cash balances and its revolving credit facility. This will result in a manageable rise in the company’s net debt to EBITDA ratio to around 2.1x. The purchase is anticipated to close by January 2024, subject to customary approvals.

In summary, the acquisition of OpSens for $253 million in cash strengthens Haemonetics’ position in the attractive interventional cardiology space while providing new technologies, commercial synergies, and earnings accretion over the long-term. It signals a bold move to supplement organic growth with value-enhancing strategic M&A, as Haemonetics looks to deliver innovation and drive better patient outcomes through continued expansion.

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

Bristol Myers Squibb to Acquire Mirati Therapeutics for $4.8 Billion

Posted on by slightbourne@noblecapitalmarkets.com

Pharma giant Bristol Myers Squibb (BMY) announced today that it will acquire clinical-stage biotech Mirati Therapeutics (MRTX) for $58 per share in an all-cash deal totaling $4.8 billion. Mirati stockholders will also receive a contingent value right worth up to $12 per share, bringing the total potential deal value to $5.8 billion.

The acquisition will expand Bristol Myers Squibb’s oncology portfolio and pipeline. Mirati’s lead asset is KRAZATI (adagrasib), the first and only FDA-approved drug targeting the KRAS G12C mutation. KRAS mutations occur in about 13% of non-small cell lung cancers (NSCLC) and are linked to poor prognosis.

KRAZATI was granted accelerated approval in October 2022 as a second-line treatment for KRAS G12C-mutated NSCLC. It is also being tested in combination with a PD-1 inhibitor as a potential first-line NSCLC therapy. Beyond lung cancer, KRAZATI has shown promise in colorectal and pancreatic cancers.

“With multiple targeted oncology assets including KRAZATI, Mirati is another important step forward in our efforts to grow our diversified oncology portfolio,” said Bristol Myers CEO Giovanni Caforio. The company aims to leverage its global commercial infrastructure to maximize KRAZATI’s reach.

Mirati’s earlier-stage pipeline includes MRTX1719, an innovative PRMT5 inhibitor, as well as several KRAS-targeted agents. MRTX1719 could be the first targeted therapy for MTAP-deleted tumors, which represent about 10% of cancers.

“Bristol Myers Squibb’s global scale, resources and commitment to innovation will enable Mirati’s therapeutics to benefit more patients, faster,” said Mirati CEO Charles Baum.

Strategic Fit

Lung cancer is the most common cancer and leading cause of cancer death globally. The addition of KRAZATI establishes Bristol Myers as a leader in developing targeted lung cancer therapies. Mirati also expands Bristol Myers’ presence in colorectal and pancreatic cancers.

The acquisition builds on Bristol Myers’ recent deals for Turning Point Therapeutics and Eisai’s oncology business. As patents expire for the pharma giant’s top-selling cancer immunotherapy Opdivo, it aims to refill its oncology pipeline.

“With a strong strategic fit, great science and clear value creation opportunities for our shareholders, the Mirati transaction is aligned with our business development goals,” said Caforio.

Broader Biopharma Implications

The blockbuster Mirati acquisition also has significant implications for the broader biotech and biopharma sector. As large pharmas look to replenish pipelines, M&A activity has intensified. The deal shows that promising clinical-stage biotechs with innovative oncology pipelines continue to be attractive buyout targets.

Analysts note the 52% buyout premium Bristol Myers paid as a sign of their urgency to tap into Mirati’s next-gen oncology science. For startup biotechs pursuing novel approaches in high-value areas like oncology, it underscores the possibility of commanding large premium buyouts from “big pharma” acquirers.

However, smaller players also face the risk of being squeezed out as consolidation accelerates. The Mirati deal exemplifies the scaling up required to compete in cutting-edge areas like targeted cancer therapies. Smaller biotechs could find it increasingly difficult to independently develop and commercialize new drugs in the future.

That said, smaller biotechs may also benefit from big pharma’s growing appetite for M&A. The premiums being offered for innovative science and pipelines create lucrative exit opportunities for startups. And the influx of capital from buyouts can fund the next generation of biotech innovation.

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

Deal Terms

Under the definitive agreement, Bristol Myers will pay $58 per share for Mirati’s outstanding common stock. This represents a 52% premium over Mirati’s 30-day volume-weighted average price. Including Mirati’s $1.1 billion cash balance, the total equity value comes to $4.8 billion.

Each Mirati shareholder will also receive a CVR worth up to $12 per share. This contingent value right payment is triggered if Mirati’s MRTX1719 is approved within 7 years as a NSCLC therapy after two or fewer systemic treatments. The CVR adds up to $1 billion in potential additional value.

The transaction is expected to close in the first half of 2024, pending approval from regulators and Mirati shareholders. Bristol Myers anticipates the deal will be dilutive to its non-GAAP earnings through 2025 as it integrates Mirati. It plans to finance the acquisition through cash and debt offerings.

Caforio stated: “With a strong strategic fit, great science and clear value creation opportunities for our shareholders, the Mirati transaction is aligned with our business development goals.” The deal furthers Bristol Myers Squibb’s transformation into a leading oncology-focused biopharma.