Tag: M&A

CBIZ’s $2.3 Billion Acquisition of Marcum: A Game-Changer in Professional Services

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– CBIZ to acquire Marcum in a $2.3 billion cash-and-stock deal
– Transaction will make CBIZ the seventh-largest accounting services provider in the U.S.
– Combined annual revenue expected to reach $2.8 billion post-acquisition

In a landmark move that’s set to reshape the landscape of professional services in the United States, CBIZ, Inc. (NYSE: CBZ) announced on July 31, 2024, its agreement to acquire Marcum, LLP for approximately $2.3 billion. This strategic acquisition will catapult CBIZ to the position of the seventh-largest accounting services provider in the country, with projected annual revenues of $2.8 billion.

The transaction, which is expected to close in the fourth quarter of 2024, will see CBIZ acquire Marcum’s non-attest business. Concurrently, Mayer Hoffman McCann P.C., a long-standing partner of CBIZ, will acquire Marcum’s attest business. The deal structure involves a mix of cash and stock, with about half the consideration to be paid in each form.

Founded in 1951, Marcum has established itself as a formidable player in the accounting and advisory services sector. With 43 offices across major U.S. markets and a client base exceeding 35,000, Marcum brings significant scale and expertise to the table. The firm’s annual revenue of approximately $1.2 billion and workforce of over 3,500 professionals will substantially boost CBIZ’s market presence and service capabilities.

Jerry Grisko, President and CEO of CBIZ, hailed the acquisition as “the most significant transaction in CBIZ’s history.” He emphasized the enhanced value proposition for clients, stating, “Together, we will provide a breadth of services and depth of expertise that is unmatched in our industry.”

The merger is expected to yield numerous benefits for CBIZ. It will strengthen the company’s market position in the middle market segment and accelerate growth while improving acquisition capabilities. The combined entity will be better positioned to attract and retain top talent, expand service offerings, and deepen industry expertise. Furthermore, the merger will enable increased investment in technology and innovation, potentially driving significant shareholder value, with an estimated 10% contribution to adjusted earnings per share in 2025.

Jeffrey Weiner, Chairman & CEO of Marcum, expressed enthusiasm about the merger, highlighting the shared commitment to high-quality services and the potential for leveraging combined strengths to better serve clients. He emphasized the similarities in their business models and the opportunities this merger presents for bringing more diversified services and greater subject matter expertise to their clientele.

The transaction is subject to approval by CBIZ stockholders and Marcum’s partners, along with other customary closing conditions. Both companies have engaged top-tier financial and legal advisors to facilitate the deal, underscoring the significance of this merger in the professional services landscape.

This acquisition marks a significant milestone in the professional services industry, creating a powerhouse with unparalleled reach and capabilities. As the business world continues to evolve, the combined entity of CBIZ and Marcum appears well-positioned to meet the diverse and complex needs of middle-market clients across the United States.

The market’s response to this announcement will be closely watched, as it could potentially trigger further consolidation in the professional services sector. For now, all eyes are on CBIZ and Marcum as they prepare to join forces in what promises to be a transformative union in the world of accounting and advisory services. The success of this merger could set a new standard for strategic growth and client service in the industry, potentially influencing future moves by other major players in the field.

Augmedix and Commure Join Forces in $139 Million Healthcare AI Deal

Posted on by slightbourne@noblecapitalmarkets.com

In a significant move that could reshape the landscape of healthcare technology, Augmedix, Inc. (Nasdaq: AUGX) has announced its acquisition by Commure, Inc. The all-cash transaction, valued at approximately $139 million, marks a pivotal moment in the evolution of ambient AI and medical documentation solutions.

Announced on July 19, 2024, the deal will see Augmedix stockholders receive $2.35 per share, representing a substantial premium of 169% over the company’s recent trading history. This acquisition not only provides a windfall for Augmedix investors but also signals a strong vote of confidence in the company’s innovative approach to reducing administrative burdens in healthcare.

Augmedix, a pioneer in ambient AI medical documentation, has made significant strides in liberating clinicians from time-consuming paperwork. By leveraging artificial intelligence to transform natural conversations into organized medical notes and structured data, Augmedix has been at the forefront of enhancing clinical efficiency and decision support.

Commure, the acquiring company, is no stranger to healthcare innovation. As a leading provider of technology solutions to healthcare systems, Commure has been working to streamline operations and improve patient care across hundreds of care sites. The merger with Augmedix aligns perfectly with Commure’s mission to make health the focus of healthcare by eliminating distractions and keeping providers connected to their patients.

Manny Krakaris, CEO of Augmedix, expressed enthusiasm about the deal, stating, “This proposed transaction with Commure provides certainty and a premium value for our stockholders, representing a transformative next step in Augmedix’s mission.” He emphasized the potential for scaling ambient documentation solutions and accelerating the development of innovative features and AI capabilities.

Tanay Tandon, CEO of Commure, shared a similar sentiment, highlighting the strategic importance of the acquisition. “We’re taking a huge step forward in building the health AI operating system of the future,” Tandon remarked, underlining the goal of consolidating various point solutions into a single, integrated platform for healthcare providers and operations teams.

The transaction is expected to close in late Q3 or early Q4 of 2024, subject to approval by Augmedix stockholders and other customary closing conditions. Upon completion, Augmedix will transition from a publicly-traded company to a wholly-owned subsidiary of Commure, operating as a private entity.

This merger comes at a critical time in healthcare, as the industry grapples with burnout among medical professionals and the need for more efficient, patient-focused care. By combining Augmedix’s expertise in ambient AI documentation with Commure’s broad reach and resources, the newly formed entity aims to address these challenges head-on.

The deal also reflects the growing importance of AI in healthcare. As language models and AI technologies continue to advance, their potential to transform medical practice becomes increasingly clear. This acquisition positions the combined company at the forefront of this transformation, with the potential to set new standards in healthcare IT and clinical workflow optimization.

For the healthcare community, this merger promises a future where technology works seamlessly in the background, allowing medical professionals to focus more on patient care and less on administrative tasks. It also signals a trend towards consolidation in the healthcare tech sector, as companies seek to create more comprehensive, integrated solutions.

As the healthcare industry watches this deal unfold, many will be eager to see how the combined strengths of Augmedix and Commure will translate into practical improvements for clinicians, patients, and health systems alike. With the backing of Commure’s resources and the innovative spirit of Augmedix, the future of AI-driven healthcare solutions looks brighter than ever.

Honeywell’s $1.81 Billion LNG Play: A Strategic Move in the Energy Transition

Posted on by slightbourne@noblecapitalmarkets.com

In a bold move that underscores its commitment to the energy transition, Honeywell International Inc. (NYSE: HON) announced on Wednesday its agreement to acquire Air Products’ (NYSE: APD) liquefied natural gas (LNG) process technology and equipment business for $1.81 billion in cash. This acquisition, Honeywell’s fourth in 2024, signals the industrial giant’s aggressive push into the burgeoning LNG market and its determination to position itself as a key player in the global energy landscape.

The deal comes at a time when LNG demand is surging, particularly in power generation and data center applications. According to the Energy Information Administration, U.S. LNG exports are projected to reach 12.2 billion cubic feet per day in 2024 and 14.3 billion cubic feet per day in 2025, up from a record 11.9 billion cubic feet per day in 2023. This growth trajectory presents a significant opportunity for Honeywell to capitalize on the increasing global appetite for cleaner energy sources.

By acquiring Air Products’ LNG unit, Honeywell gains access to cutting-edge technologies such as heat exchangers and cryogenic equipment, which complement its existing LNG pretreatment business. The addition of Air Products’ coil-wound heat exchangers, known for their efficient liquefaction capabilities and minimal space requirements, will enhance Honeywell’s competitive edge in both onshore and offshore LNG applications.

From an investor’s perspective, this acquisition aligns perfectly with Honeywell’s strategic focus on three “mega trends” identified by CEO Vimal Kapur: automation, the future of aviation, and energy transition. The LNG business acquisition squarely addresses the energy transition pillar, potentially opening up new revenue streams and market opportunities for the company.

Financially, the deal is expected to be accretive to Honeywell’s adjusted earnings per share in the first full year of ownership. Analyst Sheila Kahyaoglu from Jefferies estimates that the transaction could boost adjusted earnings by approximately 1% in 2025. Moreover, Honeywell anticipates growth opportunities in aftermarket services and digitalization through its Forge platform, which could further enhance the deal’s long-term value proposition.

The acquisition also demonstrates Honeywell’s commitment to growth through strategic M&A activity. With this latest deal, the company is on track to deploy around $15 billion in acquisitions in 2024 alone, a clear indication of its aggressive growth strategy and confidence in its ability to integrate and leverage new technologies and market positions.

For investors, Honeywell’s move into the LNG space offers exposure to a critical segment of the energy transition. As countries worldwide seek to reduce their carbon footprint while ensuring energy security, LNG is increasingly seen as a crucial “bridge fuel” in the shift from coal to renewables. Honeywell’s enhanced capabilities in LNG technology position it to benefit from this global trend.

However, investors should also consider the potential risks. The LNG market can be volatile, subject to geopolitical tensions and fluctuations in global energy demand. Additionally, the success of the acquisition will depend on Honeywell’s ability to effectively integrate Air Products’ LNG business and leverage its technologies across its existing customer base.

Honeywell’s $1.81 billion acquisition of Air Products’ LNG business represents a strategic bet on the future of energy. This move positions the company as a more comprehensive player in the LNG value chain, potentially opening up new revenue streams and market opportunities. For investors seeking exposure to the energy transition trend through a diversified industrial giant, this deal enhances Honeywell’s appeal. The company’s ability to integrate this acquisition effectively and leverage its new technologies across its existing customer base will be crucial to realizing the full value of this investment. As Honeywell continues to align itself with key technological and market trends, investors should closely monitor how this strategic move contributes to the company’s long-term growth trajectory and its role in shaping the evolving global energy landscape.

Ligand Pharmaceuticals Expands Oncology Portfolio with $100 Million APEIRON Biologics Acquisition

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In a strategic move to bolster its commercial-stage portfolio, Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) announced on July 8, 2024, its agreement to acquire APEIRON Biologics AG for $100 million in cash. This acquisition marks a significant expansion of Ligand’s oncology footprint, particularly in the realm of rare pediatric cancers.

The crown jewel of this acquisition is QARZIBA® (dinutuximab beta), a highly differentiated oncology drug used in the treatment of high-risk neuroblastoma in patients aged 12 months and above. QARZIBA, which received European Medicines Agency approval in 2017, is currently marketed in over 35 countries by global pharmaceutical company Recordati S.p.A.

Todd Davis, CEO of Ligand, emphasized the strategic importance of this acquisition, stating, “The addition of QARZIBA to our commercial royalty portfolio further supports our growth strategy to invest in high-value medicines that deliver significant clinical value and generate predictable and long-term revenue streams for our investors.”

The deal structure includes the initial $100 million cash payment, with the potential for up to an additional $28 million based on future commercial and regulatory milestones. Specifically, these additional payments are tied to QARZIBA royalties exceeding certain predetermined thresholds by either 2030 or 2034.

From a financial perspective, this acquisition is expected to make an immediate positive impact on Ligand’s bottom line. The company projects that the deal will be accretive to its earnings per share (EPS) by approximately $1.00 on an annualized basis, with a $0.50 impact expected for 2024 alone. In light of this, Ligand has increased its 2024 adjusted EPS guidance by 17% to a range of $5.00-$5.50.

The acquisition of APEIRON represents the sixth key asset added to Ligand’s commercial stage portfolio since the beginning of 2023, underscoring the company’s aggressive growth strategy. This diversification is expected to provide Ligand with a more stable and predictable revenue stream, a key consideration for investors in the volatile biotech sector.

QARZIBA’s unique position as the only immunotherapy for high-risk neuroblastoma marketed across Europe and other parts of the world makes it a particularly valuable addition to Ligand’s portfolio. Neuroblastoma, a rare cancer that primarily affects children, has limited treatment options, highlighting the potential impact of QARZIBA on patient outcomes.

In a parallel move, Ligand has also committed to investing up to $4 million in invIOs Holding AG, a privately held spin-off of APEIRON. This investment is aimed at financing the research and development of three innovative early-stage immuno-oncology assets, further expanding Ligand’s development stage portfolio.

Peter Llewellyn-Davies, CEO of APEIRON, expressed satisfaction with the deal, noting, “This transaction is an important milestone for our company and shareholders. We have spent more than 20 years translating academic research into therapeutic products for diseases with high unmet needs.”

The acquisition is expected to close in July 2024, subject to a 30-day shareholder objection period and other customary closing conditions. Upon completion, it will significantly reshape Ligand’s commercial portfolio and financial outlook.

As the biopharmaceutical industry continues to consolidate and seek ways to mitigate risk while maximizing potential returns, Ligand’s acquisition of APEIRON represents a strategic move to strengthen its position in the oncology market. By focusing on high-value, commercially available assets like QARZIBA, Ligand is positioning itself for sustained growth in the competitive and rapidly evolving pharmaceutical landscape.

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

Telecommunications Giant Nokia Expands Optical Network Presence with Infinera Acquisition

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In a strategic move to bolster its position in the optical network market, Finnish telecommunications behemoth Nokia has announced plans to acquire Infinera Corporation, a California-based optical networking equipment manufacturer. The deal, valued at $2.3 billion, marks a significant step in Nokia’s efforts to scale up its optical network capabilities and strengthen its foothold in North America.

The acquisition, announced on Thursday, sent ripples through the tech industry, with Infinera’s stock price surging by nearly 22% following the news. Under the terms of the agreement, Nokia will pay $6.65 per share for Infinera, representing a substantial 26.4% premium over the company’s closing price of $5.26 on the day of the announcement.

This move comes as telecommunications companies worldwide are racing to upgrade their network infrastructure to meet the growing demand for high-speed connectivity and data transmission. Optical networks, which use light to transmit data over fiber optic cables, are crucial for supporting the increasing bandwidth requirements of 5G networks, cloud computing, and emerging technologies like artificial intelligence and the Internet of Things.

Infinera, headquartered in San Jose, California, has built a reputation as a leading provider of optical semiconductors and networking equipment for both fixed-line and mobile telecommunications networks. The company’s expertise in this field is expected to complement Nokia’s existing portfolio and accelerate its growth in the optical networking sector.

The deal structure allows for flexibility in payment, with Nokia committing to pay at least 70% of the purchase price in cash. Infinera shareholders will have the option to receive up to 30% of the total consideration in the form of Nokia’s American Depositary Shares, providing an opportunity for investors to maintain a stake in the combined entity.

From a financial perspective, the acquisition is projected to be immediately accretive to Nokia’s comparable earnings per share in the first year after closing. Moreover, the Finnish company anticipates that the deal will contribute over 10% to its profits by 2027, underscoring the long-term strategic value of the acquisition.

The move is particularly significant for Nokia’s expansion plans in North America, a key market for telecommunications infrastructure. By integrating Infinera’s technology and customer base, Nokia aims to enhance its competitive edge against rivals in the region and capitalize on the ongoing investments in network upgrades and 5G rollouts.

Industry analysts view this acquisition as a clear signal of Nokia’s commitment to diversifying its product offerings and strengthening its position in critical growth areas. The optical networking market is expected to experience robust growth in the coming years, driven by the increasing demand for high-capacity data transmission in various sectors, including telecommunications, data centers, and enterprise networks.

As the telecommunications landscape continues to evolve rapidly, strategic acquisitions like this one are becoming increasingly common. Companies are seeking to consolidate their strengths, fill gaps in their technological capabilities, and expand their market reach through carefully planned mergers and acquisitions.

The Nokia-Infinera deal is subject to customary closing conditions, including regulatory approvals and shareholder consent. Both companies have expressed confidence in the transaction’s potential to create value for their respective stakeholders and contribute to the advancement of global telecommunications infrastructure.

As the industry awaits the completion of this significant acquisition, all eyes will be on Nokia to see how it leverages Infinera’s expertise to drive innovation and growth in the competitive optical networking market.

AI Revolution in Healthcare: Simplify Healthcare Acquires Virtical.ai

Posted on by slightbourne@noblecapitalmarkets.com

In a groundbreaking move, Simplify Healthcare has announced its acquisition of Virtical.ai, setting the stage for a dramatic transformation in health insurance technology. This strategic merger, revealed on June 24, 2024, combines Simplify Healthcare’s established SaaS platform with Virtical.ai’s advanced artificial intelligence capabilities, promising to revolutionize how health insurance providers operate in an increasingly complex market.

The timing of this acquisition is particularly significant as the healthcare industry grapples with mounting pressures to personalize services, streamline operations, and navigate intricate regulatory landscapes. By integrating Virtical.ai’s AI prowess into its Simplify Health Cloud™ platform, Simplify Healthcare aims to empower health insurance companies (Payers) with sophisticated tools to address these challenges effectively.

At the core of this acquisition lies the transformative potential of AI-driven solutions. Virtical.ai’s technology, which has been trained on an extensive database of health plan-specific documents, excels in data extraction and comparison. This capability enables Payers to offer highly personalized plans and benefits to both employer and individual segments, potentially revolutionizing the way health insurance is customized to meet individual needs.

Simplify Healthcare’s leadership team has expressed enthusiasm about the merger’s potential to reshape the industry. They emphasize the ability of AI models to process complex documents such as Statements of Benefits and Coverage (SBCs) and Machine Readable Files (MRFs), highlighting the potential for significant advancements in plan comparison, selection, and price transparency.

The acquisition also addresses critical challenges in network management. Virtical.ai’s platform can identify gaps in Payer networks by analyzing provider and member locations. This feature allows Payers to strategically promote their network coverage strengths and address deficiencies, ensuring members have access to suitable providers within their area. Moreover, the ability to benchmark negotiated provider rates against competitors offers Payers valuable insights for rate-setting and targeted marketing initiatives.

Virtical.ai’s leadership shares the excitement about the merger’s potential impact. They highlight how their AI models, built on decades of industry experience, are positioned to drive membership growth and revenue when integrated with Simplify Healthcare’s enterprise SaaS platform.

The integration of Virtical.ai’s technology is expected to enhance several of Simplify Healthcare’s existing solutions, including Benefits1™, Provider1™, Service1™, Claims1™, and Experience1™. These enhancements promise to provide Payers with more precise solutions to complex challenges in delivering products, benefits, and provider data.

Simplify Healthcare’s strategic team underscores the acquisition’s importance in the face of market disruptions. They believe that combining their industry-leading platform with Virtical.ai’s innovative AI solutions in Health Plan Sales and Network Management will empower Payers to achieve growth despite facing disruptive market and regulatory forces.

This merger also reflects a broader industry trend towards leveraging AI and machine learning to improve efficiency and personalization. By utilizing both generative AI and machine learning algorithms on unstructured document content and structured data, the combined entity aims to deliver cutting-edge solutions to Payers navigating the complexities of AI integration.

As the healthcare landscape continues to evolve, this acquisition positions Simplify Healthcare at the forefront of the AI revolution in health insurance technology. The promise of more personalized health plans, optimized network coverage, and data-driven decision-making tools could significantly impact not only Payers but also brokers and, ultimately, healthcare consumers.

With this bold move, Simplify Healthcare and Virtical.ai are poised to play a pivotal role in shaping the future of health insurance in an increasingly digital and personalized world. Their combined expertise and technological capabilities have the potential to drive innovation, enhance efficiency, and improve the overall experience for all stakeholders in the health insurance ecosystem.

Take a moment to take a look at GoHealth Inc. (GOCO), a health insurance marketplace that leverages modern machine-learning algorithms and helps individuals find the best health insurance plan for their specific needs.

$381M Alimera Acquisition Propels ANI Pharmaceuticals into New Markets

Posted on by slightbourne@noblecapitalmarkets.com

In a strategic move to bolster its position in the rare disease and ophthalmology markets, ANI Pharmaceuticals has announced its acquisition of Alimera Sciences for approximately $381 million. This transformative deal, expected to close in the third quarter of 2024, marks a significant step in ANI’s growth strategy and expansion into the global pharmaceutical landscape.

The acquisition terms include an upfront payment of $5.50 per share in cash, representing a substantial 75% premium over Alimera’s recent closing price. Additionally, Alimera shareholders will receive a contingent value right (CVR) of up to $0.50 per share, tied to the achievement of specific revenue targets in 2026 and 2027. This structure aligns the interests of both companies and incentivizes future growth.

At the heart of this acquisition are Alimera’s two key commercial products, ILUVIEN® and YUTIQ®, both targeting eye conditions such as diabetic macular edema and chronic non-infectious uveitis. These assets are expected to contribute significantly to ANI’s revenue stream, adding approximately $105 million in highly durable branded revenue. The integration of these products aligns with ANI’s recent strategic focus on ophthalmology, complementing its existing rare disease portfolio.

The deal is projected to have a substantial positive impact on ANI’s financial performance. The company anticipates high single-digit to low double-digit accretion in adjusted non-GAAP earnings per share (EPS) in 2025, with even more substantial accretion expected in subsequent years. Furthermore, ANI projects an additional $35-$38 million in adjusted non-GAAP EBITDA for 2025, including approximately $10 million in identified cost synergies.

Beyond the immediate financial benefits, this acquisition significantly expands ANI’s geographic footprint. Alimera’s established presence in European markets, including direct operations in Germany, the United Kingdom, Portugal, and Ireland, provides ANI with a springboard for international growth. The deal also brings valuable partnerships in Asia and the Middle East, further diversifying ANI’s global reach.

Strategically, this move strengthens ANI’s position in the rare disease sector, which is expected to become the company’s primary growth driver. Post-acquisition, the rare disease segment is projected to account for approximately 45% of ANI’s pro forma 2024 revenues, with robust growth potential. The transaction also leverages ANI’s existing rare disease infrastructure, creating operational efficiencies and expanding its reach to over 3,600 physicians in the ophthalmology field.

To finance the acquisition, ANI will utilize a combination of cash on hand and $280 million in committed debt financing from J.P. Morgan and Blackstone Credit & Insurance. The company anticipates a pro-forma leverage of 3.2x upon closing, with significant organic de-levering expected in 2025.

The boards of directors of both companies have approved the transaction, which now awaits customary closing conditions, including regulatory approvals and Alimera shareholder approval. Both companies have enlisted top-tier financial and legal advisors to navigate the complexities of the deal, underscoring its strategic importance.

This acquisition represents a pivotal moment for ANI Pharmaceuticals, positioning it as a stronger player in the rare disease and ophthalmology markets. By integrating Alimera’s products and expertise, ANI is set to enhance its market presence, diversify its revenue streams, and potentially accelerate the growth of its existing products, including Purified Cortrophin® Gel, in the ophthalmology sector.

As the pharmaceutical industry continues to evolve, with an increasing focus on specialized treatments for rare diseases, this strategic move by ANI Pharmaceuticals demonstrates its commitment to growth and innovation. The successful integration of Alimera Sciences could serve as a catalyst for ANI’s long-term success, benefiting patients, physicians, and shareholders alike in the rapidly advancing field of ophthalmology and rare disease treatment.

Lassonde Industries Expands Specialty Food Presence with $235 Million Acquisition of Summer Garden

Posted on by slightbourne@noblecapitalmarkets.com

In a strategic move to bolster its position in the North American specialty food market, Lassonde Industries Inc. has announced an agreement to acquire Summer Garden Food Manufacturing for $235 million USD. This acquisition marks a significant step in Lassonde’s ambition to become a more diversified food and beverage powerhouse in North America.

Summer Garden, operated by The Zidian Group and based in Boardman, Ohio, is a renowned manufacturer and distributor of premium sauces and condiments. With a workforce of approximately 200 employees, the company has built a strong reputation for its high-quality products, including pasta sauces, BBQ sauces, dipping sauces, and dressings. The acquisition brings popular brands such as Gia Russa, Little Italy in the Bronx, and G Hughes – a leader in the sugar-free BBQ sauce segment – under the Lassonde umbrella.

The deal structure includes an initial payment of $235 million USD at closing, with the potential for additional payments of up to $45 million USD over the next three years, contingent on meeting certain financial targets and conditions. This approach aligns the interests of both parties and incentivizes continued growth and performance.

Financially, the acquisition appears promising for Lassonde. Summer Garden reported impressive figures for the 12-month period ending May 2024, with sales of $148 million USD and adjusted EBITDA of approximately $27.9 million USD. Lassonde expects the transaction to be accretive to margins and earnings, even before considering potential synergies. The company also anticipates that the acquisition’s internal rate of return will exceed its weighted-average cost of capital, indicating a sound financial investment.

Moreover, the transaction structure allows Lassonde to benefit from tax deductibility, generating an estimated $30 million USD in net present value. Post-acquisition, Lassonde projects its pro forma net debt to adjusted EBITDA ratio to remain under 2.20 to 1, providing ample room for future strategic initiatives.

Nathalie Lassonde, CEO and Vice-Chair of Lassonde’s board of directors, emphasized the strategic importance of the acquisition, stating that it supports the company’s ambition to diversify and grow its specialty food activities. She also highlighted the cultural alignment between the two family-owned businesses, noting their shared entrepreneurial spirit and commitment to stakeholders.

For Summer Garden, this acquisition ensures the continuation of its legacy under the stewardship of a larger, like-minded organization. Thomas Zidian, President and CEO of Summer Garden, expressed confidence that the partnership would benefit customers through enhanced products and offer employees new opportunities for development and advancement.

The acquisition is expected to close within 30 to 45 days, subject to regulatory clearance and other closing conditions. Lassonde plans to finance the transaction through its available credit facilities, demonstrating its strong financial position and commitment to growth.

This move by Lassonde Industries represents a significant consolidation in the specialty food sector and aligns with broader trends of larger food and beverage companies expanding their portfolios through strategic acquisitions. By integrating Summer Garden’s products, brands, and manufacturing capabilities, Lassonde is poised to enhance its market presence, diversify its product offerings, and potentially realize operational synergies.

As the food industry continues to evolve, with consumers increasingly seeking premium, specialized products, this acquisition positions Lassonde to capitalize on these trends and reinforce its status as a leading player in the North American food and beverage landscape.

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Boston Scientific Acquires Silk Road’s TCAR Platform for $1.16B

Posted on by slightbourne@noblecapitalmarkets.com

Boston Scientific Corporation has taken a major strategic step to strengthen its position in the vascular medical technology space by announcing a definitive agreement to acquire Silk Road Medical, Inc. for approximately $1.16 billion. This acquisition adds an innovative and clinically differentiated technology for stroke prevention to Boston Scientific’s already impressive portfolio of vascular solutions.

The target company, Silk Road Medical, is a pioneering medical device firm that has developed a revolutionary platform called TCAR (transcarotid artery revascularization) to treat carotid artery disease, a major cause of strokes. Carotid artery disease is responsible for one-third of all strokes and occurs when the carotid arteries in the neck become narrowed or blocked due to plaque buildup. Traditional treatment options include medical therapy management, stenting, or open surgery, all of which carry risks.

Silk Road’s TCAR procedure takes a minimally invasive approach by accessing the carotid artery through a small incision in the neck and temporarily reversing blood flow away from the brain during stenting. This prevents plaque from dislodging and causing a stroke, while a stent is placed to stabilize the blockage and prevent future strokes. Cat Jennings, President of Vascular Peripheral Interventions at Boston Scientific, praised the TCAR platform as “a notable advancement in the field of vascular medicine” that has “revolutionized stroke prevention and the treatment of carotid artery disease.”

The TCAR system gained U.S. Food and Drug Administration approval in 2015 and is supported by several clinical studies demonstrating a reduced risk of stroke and other complications associated with traditional open surgery. Notably, Silk Road Medical’s products are the only devices commercially available for use during the TCAR procedure, positioning the company as a leader in this fast-growing market segment.

Under the terms of the agreement, Boston Scientific will acquire all outstanding shares of Silk Road Medical for $27.50 per share in cash. Silk Road Medical is expected to generate net revenue of $194-198 million in 2024, reflecting 10-12% growth over the prior fiscal year. Boston Scientific anticipates the acquisition will be immaterial to its adjusted earnings per share in 2024 and 2025, and accretive thereafter.

For Boston Scientific, this strategic acquisition aligns perfectly with its core vascular business and strengthens its stroke solutions capabilities. By acquiring Silk Road Medical, Boston Scientific gains access to the innovative TCAR technology and can leverage its global commercial footprint and extensive physician relationships to drive further adoption of the platform. The combined entity can also explore potential synergies and opportunities to expand the applications of the TCAR technology beyond carotid artery disease.

The transaction is subject to customary closing conditions, including regulatory approvals, and Boston Scientific expects to complete the acquisition in the second half of 2024. While integrating Silk Road Medical’s operations, Boston Scientific plans to reinforce its commitment to providing meaningful innovation for physicians who treat patients with peripheral vascular disease.

This acquisition represents a strategic move by Boston Scientific to bolster its vascular offerings with a clinically differentiated and commercially successful stroke prevention technology. By integrating Silk Road Medical’s cutting-edge TCAR platform, Boston Scientific further solidifies its position as a leader in the vascular medical technology space and demonstrates its dedication to advancing solutions that improve patient outcomes and reduce the cost of healthcare.

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

Primo Water and BlueTriton Join Forces in $6.5B Healthy Hydration Mega-Merger

Posted on by slightbourne@noblecapitalmarkets.com

In a transformative move to build a dominant healthy hydration platform across North America, Primo Water Corporation and BlueTriton Brands have agreed to merge in an all-stock deal. The combination will create a new water industry juggernaut with over $6.5 billion in projected annual revenues from its diversified portfolio of bottled water, dispensers and delivery services.

The companies announced the definitive merger agreement on June 17th, under which Primo Water shareholders will own 43% of the new combined entity and BlueTriton shareholders will hold the remaining 57% stake. Upon closing, expected in the first half of 2025, the new company will boast significant scale and market presence as the leading pure-play healthy hydration business in North America.

Primo Water, based in Tampa, Florida, is a major provider of sustainable hydration solutions with a broad range of purified bottled waters sold through large format dispensers, watermakers and water refill stations. Its brand stable includes Primo Water, Crystal Springs, Mountain Valley and Sparkletts, among others.

BlueTriton, headquartered in Stamford, Connecticut, owns some of the most recognized regional spring water brands like Poland Spring, Deer Park, Ozarka, Ice Mountain, Zephyrhills and Arrowhead. Through its ReadyRefresh home and office delivery service, it also has a strong direct-to-consumer channel.

The combined company projects a staggering $1.5 billion in pro forma adjusted EBITDA for the 12 months ended March 2024, including an expected $200 million in annual cost synergies to be fully realized within three years post-close. Primo and BlueTriton anticipate over $565 million in adjusted free cash flow for that period.

The increased brand presence, diversified offerings across formats and price points, and enhanced distribution capabilities position the combined entity for sustained long-term growth in the healthy hydration space.

BlueTriton’s owner, private equity firm One Rock Capital Partners, sees the deal as creating an industry-leading healthy beverage platform with iconic American water brands that can capitalize on increasing consumer focus on health and wellness. The press release states it is “an important milestone” for the beverage category.

To help fund the integration, Primo Water plans to pay a special dividend of up to $133 million to its current shareholders prior to closing. The new entity intends to maintain Primo’s existing $0.36 per share annualized dividend policy initially.

The transaction, already approved by both companies’ boards, still requires regulatory approvals, a green light from Primo Water shareholders, and court approval of the legal arrangement. But if cleared as expected, the merged business projects a solid financial profile with forecasted leverage of 3.0x net debt to EBITDA at closing and a target to delever to 2.0-2.5x in the medium-term.

With beverage giants increasingly pushing into functional and better-for-you categories, the supercharged scale and brand diversity arising from the Primo-BlueTriton union could make for a powerful contender in capturing health-conscious consumer demand for enhanced, sustainable hydration options.

Learn about more emerging growth companies by attending Noble Capital Markets’ Consumer / TMT Virtual Equity Conference on June 26-27, 2024.

Noble Corporation Acquiring Diamond Offshore in $3.6 Billion Deal

Posted on by slightbourne@noblecapitalmarkets.com

In a blockbuster transaction in the offshore drilling sector, Noble Corporation plc (NYSE:NE) announced today that it has agreed to acquire Diamond Offshore Drilling, Inc. (NYSE:DO) in an all-stock and cash deal valued at $3.6 billion. The combination will create one of the largest offshore drilling contractors, with a massive fleet and diverse global footprint.

Deal Terms
Under the agreement, Diamond Offshore shareholders will receive 0.2316 shares of Noble stock plus $5.65 in cash for each Diamond share they own. This represents an 11.4% premium over Diamond’s closing share price on June 7th. Upon closing, Diamond shareholders will own approximately 14.5% of the combined company.

Noble has secured $600 million in committed bridge financing to fund the cash portion of the deal. One member of Diamond’s board will join Noble’s expanded board once the transaction is completed.

Strategic Rationale
This transaction brings together two leading offshore drillers with complementary capabilities and customer bases. The combined company will boast an impressive fleet of 41 rigs, including 28 floaters and 13 jackups, with a $6.5 billion backlog providing strong revenue visibility.

Of particular note, Noble will acquire four of Diamond’s 7th generation ultra-deepwater drillships along with the harsh environment semi-submersible Ocean GreatWhite. These high-spec assets augment Noble’s already formidable ultra-deepwater fleet, cementing its pole position as the leader in this critical offshore segment.

On the other side, Noble brings additional scale in jackup rigs and geographic diversity. The companies cited synergy opportunities around operational excellence, safety culture, and customer relationships as key strategic benefits.

Noble management forecast at least $100 million in annual cost synergies, with 75% achieved within a year of closing. The deal is expected to be immediately accretive to Noble’s free cash flow per share.

Return of Capital Emphasis
Illustrating the combined company’s commitment to shareholder returns, Noble’s board approved a 25% increase to its quarterly dividend to $0.50 per share starting in Q3 2024. This represents an annualized dividend of $2.00 per share.

Noble has prioritized generous capital returns in recent years as offshore drilling activity and dayrates have recovered. With enhanced scale, efficiencies and cash flow from this acquisition, Noble is well-positioned to continue growing its dividend over time.

Management Comments
“This acquisition enables Noble to continue our journey of delivering superior innovation and value to a broad range of the leading offshore operators across the world,” stated Noble CEO Robert Eifler. He highlighted the drillship additions and accretion to free cash flow as key drivers.

Diamond CEO Bernie Wolford noted “This combination is an ideal outcome that provides Diamond shareholders both immediate and long-term upside potential as part of a more fully scaled platform that can deliver customer and shareholder value on a through-cycle basis.”

Neal Goldman, Chairman of Diamond, added “We have created tremendous value for our shareholders and customers that has culminated in a strategic merger that will continue to add value for all.”

Path to Completion
The deal is subject to customary closing conditions including regulatory approvals and a vote of Diamond’s shareholders. It is expected to close by Q1 2025 after securing the necessary approvals.

With the financial incentive of an 11.4% premium, supportive comments from leadership, and strategic benefits like increased scale and cost synergies, this transaction has a high likelihood of being consummated as proposed in the coming months.

Medtech Industry Heats Up as KARL STORZ Acquires Surgical Robotics Firm Asensus

Posted on by slightbourne@noblecapitalmarkets.com

The medtech deal landscape just got a major shake-up with medical technology giant KARL STORZ announcing it will acquire surgical robotics company Asensus Surgical for $0.35 per share in cash. The $775 million transaction represents a significant premium for Asensus shareholders and will create a new leader in robotic surgery systems within KARL STORZ’s vast product portfolio.

The acquisition highlights the intense interest and competition around next-generation surgical robotics platforms. KARL STORZ is doubling down on the space by bringing Asensus and its augmented intelligence technologies in-house to enhance its robotic surgery offerings, particularly the promising LUNA system Asensus had in development.

For the medtech sector and investors, this high-profile deal carries several implications:

Robotic Surgery Becomes Key Priority
KARL STORZ’s major bet on Asensus signals just how strategically important robotic-assisted surgery has become for medtech companies. The ability to market cutting-edge robotic platforms that improve precision and outcomes is now table stakes in many areas of surgery.

Medtechs involved in supporting technologies like visualization, data integration, and procedural automation should see increased interest and investment from larger players looking to beef up their surgical robotics capabilities. KARL STORZ’s acquisition also puts increased pressure on peers like Intuitive Surgical and Stryker to stay ahead of the innovation curve.

More Consolidation Could Follow
Billion-dollar acquisitions often beget more deals as competitors look to keep pace and buttress their own product portfolios. This could kick off another wave of M&A in the surgical robotics space specifically, with smaller innovative companies becoming prime targets for medtech incumbents.

But beyond just robotics, KARL STORZ’s aggressive move may spur more consolidation across the broader medtech landscape. Major strategic buyers have been a bit apprehensive on M&A recently. This deal could provide a catalyzing force for other medtechs, pharmaceuticals, and life science companies to start getting more acquisitive, especially with several cutting-edge names trading at more attractive valuations.

Public Listing Exits Will Continue
By taking Asensus private, KARL STORZ adds another data point to the growing trend of medtech companies going private or getting acquired by larger players. With the IPO markets effectively shuttered and sustaining a public listing increasingly difficult for many small-to-mid-sized medtechs, a lucrative exit via acquisition could become the preferred route.

Investors may need to adjust expectations and position accordingly. Rather than holding out for the “next big IPO,” top-performing private medtech holdings may deliver the biggest windfall by positioning to get scooped up via M&A premium valuations down the road.

Capital Allocation Will Be Key
The KARL STORZ-Asensus transaction underscores how critically important prudent capital allocation and portfolio management will be for medtech investors. The 67% premium paid by the German firm highlights the potential upside for backing innovative, promising names before they get acquired.

But it also serves as a reminder of the downside risks – making the wrong medtech bets can lead to significant impairment if firms struggle to remain viable acquisition targets or get their technologies to market successfully. Having robust processes to separate the wheat from the chaff across the medtech universe will be paramount moving forward.

KARL STORZ’s acquisition of Asensus represents both an ambitious strategic move for the medical device titan and an intriguing data point for medtech investors to digest. As the broader life science space continues rapidly evolving, this landmark M&A deal provides some insight into the developing landscape that savvy medtech investors will need to navigate adeptly.

Rare Disease Pharma Play: Cycle Bids $466M for Vanda

Posted on by slightbourne@noblecapitalmarkets.com

Cycle Pharmaceuticals Ltd., a rapidly growing pharmaceutical company laser-focused on rare diseases, has set its sights on acquiring Vanda Pharmaceuticals Inc. (NASDAQ: VNDA) for $8.00 per share in an all-cash transaction valuing Vanda at $466 million.

The unsolicited proposal, disclosed publicly on June 6th, represents an attractive 98% premium to Vanda’s share price prior to an earlier $4.05 per share acquisition offer from Future Pak LLC announced in April. Cycle’s $8.00 bid also represents a 58% premium to Vanda’s closing price on June 5th.

Vanda, which has been publicly traded since 2006, currently markets therapies for sleep disorders, jet lag, and schizophrenia, with additional pipeline candidates in development. The company’s shares have struggled over the past year, trading as low as $3.30 before the Future Pak offer surfaced.

Cycle was founded in 2012 with the sole mission of developing and commercializing treatments for underserved rare disease patients. The company has quickly built an arsenal of six approved drugs, including recent U.S. launches of TASCENSO ODT for multiple sclerosis in 2023 and TIOPRONIN for a rare metabolic disorder in 2024.

In disclosing its proposal publicly, Cycle cited its “extensive U.S. operational footprint and distribution,” stating this makes it “a strong strategic fit” to maximize the value of Vanda’s commercial products and pipeline. Cycle reported $109 million in 2023 net sales and $40 million in operating profits.

The proposal represents “immediate, compelling and certain cash value” for Vanda shareholders according to Cycle. Its $8.00 per share cash bid exceeds the cash component of Future Pak’s most recent $23 per share revised offer on May 7th, which included stock and contingent value rights.

Cycle stated it has substantial cash reserves on hand and is highly confident it can secure committed debt financing for the transaction after limited due diligence. The firm is aiming to complete diligence within 2-3 weeks and finalize a definitive merger agreement shortly thereafter.

While Cycle stated a preference to reach an agreement privately with Vanda’s board, it has gone public with its proposal “for the benefit of Vanda shareholders” to encourage them to voice support for the premium cash bid.

The rare disease focus of both companies could make this an intriguing strategic fit, while Cycle’s bold premium cash offer puts the onus on Vanda’s board to either embrace this higher-valued bid or make a compelling case that greater long-term value could be unlocked by rejecting it. Regardless, this acquisition play instantly ratchets up the stakes in Vanda’s strategic review process.