Tag: M&A

Chevron Agrees to Buy Hess in $53 Billion Mega-Merger

Posted on by cpatches

In a significant move that underscores the ongoing transformation within the energy sector, Chevron (NYSE: CVX) has recently announced its acquisition of Hess (NASDAQ: HES) in a monumental $53 billion all-stock deal. This mega-merger comes on the heels of Exxon Mobil’s $60 billion bid for Pioneer Natural Resources, marking the second colossal consolidation among major U.S. oil players this month.

The strategic significance of this merger revolves around the ambitions of both Chevron and Exxon to unlock the untapped potential of Guyana’s burgeoning oil industry. Guyana, once an inconspicuous player in the oil sector, has rapidly ascended the ranks to become one of Latin America’s foremost oil producers, second only to industry giants Brazil and Mexico, thanks to substantial oil discoveries in recent years.

This high-stakes deal positions Chevron in direct competition with its formidable rival, Exxon, in the race to capitalize on Guyana’s newfound prominence. Chevron’s offer, consisting of 1.025 of its shares for each share of Hess or $171 per share, represents a premium of approximately 4.9% to the stock’s most recent closing price. The total value of the transaction, encompassing debt, amounts to a staggering $60 billion.

Upon the successful completion of this transaction, John Hess, CEO of Hess Corp, is set to join Chevron’s board of directors, cementing the collaborative vision of the two energy giants. Chevron has also expressed its commitment to fortify its share repurchase program, intending to bolster it by an additional $2.5 billion, reaching the upper limit of its annual $20 billion range. This decision underscores Chevron’s confidence in future energy prices and its robust cash generation.

Notably, this merger serves as a testament to Chevron’s unwavering dedication to fossil fuels. In a climate where global energy dynamics are evolving rapidly, Chevron’s move underscores a resolute belief in the enduring strength of oil demand. Large energy producers continue to employ acquisitions as a strategy to replenish their reserves after years of underinvestment, further highlighting the industry’s drive to secure its future in a dynamically shifting landscape.

This merger between Chevron and Hess not only signals the industry’s determination to harness the full potential of Guyana’s oil reserves but also represents a pivotal moment in the evolution of the energy sector, as established players seek new avenues for growth and consolidation in a rapidly changing world. The deal is expected to close around the first half of 2024, setting the stage for a new chapter in the energy industry’s ongoing narrative.

INVO Bioscience and NAYA Biosciences Announce Definitive Merger Agreement

Posted on by cpatches

INVO Bioscience (NASDAQ: INVO) and NAYA Biosciences have unveiled a definitive merger agreement. The primary objective of this union is to establish a robust, publicly traded life science conglomerate with a shared mission: to enhance patient access to life-altering treatments in the fields of oncology, fertility, and regenerative medicine.

The newly formed entity, to be known as “NAYA Biosciences,” will bring together the unique strengths and capabilities of both organizations, representing a significant leap forward in the healthcare landscape. NAYA Biosciences intends to chart a course that includes expanding revenue streams in the fertility sector, forging revenue-generating pharmaceutical partnerships for therapeutic initiatives, and strategically acquiring complementary technologies and companies.

Merger Details and Leadership Transition:

Under the terms of the agreement, INVO will acquire NAYA Biosciences in an all-stock transaction. Shareholders of NAYA Biosciences will receive 7.3333 shares of INVO for each share of NAYA Biosciences at the time of closing. This arrangement equates to approximately 18,150,000 shares of INVO. Dr. Daniel Teper, the current Chairman & CEO of NAYA Biosciences, will assume the position of Chairman & CEO of the combined company.

The merger is contingent on several closing conditions, including shareholder approval, an estimated $5 million or more (at NAYA’s discretion) in interim private financing in INVO at a premium relative to INVO’s market price at the time of financing (“Interim PIPE”), and a private offering by the combined company at a target price of $5.00 per share.

Valuation and Ownership Structure:

The merger values INVO at $12,373,780 and NAYA at $90,750,000. Subject to the successful execution of the Interim PIPE, post-transaction and prior to the private offering, INVO and NAYA shareholders will have ownership stakes of approximately 12% and 88%, respectively, in the combined company. This carefully structured deal is a testament to the alignment of interests and strategic vision.

A New Era for NAYA Biosciences:

Upon completion of the merger, NAYA Biosciences aims to operate as a NASDAQ-listed consortium comprising agile, disruptive, high-growth companies dedicated to expanding patient access to transformative treatments in three core areas:

  • NAYA Oncology: Focused on pioneering solutions in the field of oncology, NAYA Oncology aims to revolutionize cancer treatments.
  • NAYA Fertility: Committed to advancing fertility care, NAYA Fertility seeks to make assisted reproductive technology (ART) more accessible and inclusive for people worldwide.
  • NAYA Regenerative Medicine: This division is at the forefront of regenerative medicine, with a mission to develop breakthrough treatments that can transform lives.

NAYA Biosciences brings together a unique set of capabilities, including expertise in biology, cell and gene therapy, and artificial intelligence (AI). This expertise, combined with INVO’s established network of fertility clinics (INVO Centers) and the innovative INVOcell® medical device for intravaginal culture, sets the stage for accelerated clinical development and the commercialization of groundbreaking treatments.

About NAYA Biosciences:

NAYA Biosciences is poised to become a leader in the life sciences arena, fostering a cluster of high-growth companies dedicated to advancing oncology, fertility, and regenerative medicine. Leveraging its proficiency in biology, cell and gene therapy, and AI, NAYA Biosciences is on a mission to redefine the landscape of healthcare.

About INVO Bioscience:

INVO Bioscience is a healthcare services fertility company committed to broadening access to assisted reproductive technology (ART) worldwide. The company’s strategy centers on the establishment of dedicated “INVO Centers” offering the INVOcell® and intravaginal culture procedure, acquisition of U.S.-based profitable in vitro fertilization (IVF) clinics, and the distribution of its proprietary technology into existing fertility clinics. INVOcell® represents a pioneering approach to fertilization and early embryo development within the woman’s body, offering a promising alternative to traditional IVF and intrauterine insemination (IUI) treatments.

The merger between INVO Bioscience and NAYA Biosciences represents a major milestone in the life sciences industry, poised to drive innovation and bring transformative treatments to patients worldwide.

Blue Apron to be Acquired by Wonder Group in $103 Million Deal

Posted on by cpatches

Blue Apron Holdings, Inc. (Nasdaq: APRN), a pioneer in the meal kit industry, has announced a definitive merger agreement with Wonder Group, a company founded by entrepreneur Marc Lore, known for redefining at-home dining and food delivery. The merger agreement, unanimously approved by Blue Apron’s Board of Directors, is set to create a leading mealtime platform and offers Blue Apron stockholders $13.00 per share in cash, totaling approximately $103 million.

Blue Apron’s merger agreement with Wonder Group comes as part of a strategic shift for the company, which had recently transitioned to an asset-light business model following the sale of its operational infrastructure and a strategic partnership with FreshRealm. The $13.00 per share purchase price represents a substantial 137% premium to the closing price on September 28, 2023, and a noteworthy 77% premium to the 30-day volume-weighted average price of the company’s Class A common stock.

Wonder’s acquisition of Blue Apron aims to revolutionize mealtime, offering consumers greater choice, flexibility, and convenience through their combined brands. The partnership is expected to enhance both companies’ abilities to provide chef-curated meals with high-quality ingredients to a broader customer base across the United States. Following the completion of the transaction, Wonder intends to maintain Blue Apron’s current nationwide operations under the Blue Apron brand, leveraging synergies between consumer-facing apps and delivery logistics.

Linda Findley, President, and CEO of Blue Apron, expressed her excitement about the merger, stating, “The Blue Apron brand and products that our customers know and love will stay the same, with more opportunity for product expansion in the future. Further, the transaction delivers immediate and certain value for Blue Apron stockholders at a significant premium over recent trading prices.”

Marc Lore, Founder and CEO of Wonder Group, also shared his enthusiasm for the partnership, saying, “We couldn’t be more excited to welcome Blue Apron to the Wonder platform and look forward to working with Linda and her exceptional team.”

In response to this significant development, Blue Apron shares have surged by over 130% today, reflecting investor optimism about the merger agreement. This marks a remarkable shift in fortunes for the company, which had faced challenges since its initial public offering in 2017. Year-to-date, Blue Apron shares had been down by 44%.

Since its initial public offering in 2017, Blue Apron has faced numerous challenges that have significantly impacted its fortunes. Despite having achieved a valuation of $2 billion just six years ago, the company encountered hurdles including layoffs, struggles in expanding its customer base, and fierce competition from industry giants such as Amazon and Kroger. While Blue Apron experienced a brief boost in demand during the height of the COVID-19 pandemic, this momentum proved challenging to sustain. Today’s merger agreement with Wonder Group represents a pivotal moment for the pioneering meal kit company, offering the potential for renewed growth and innovation in an evolving food delivery landscape. The acquisition of Blue Apron by Wonder Group represents a pivotal moment for the pioneering meal kit company. Blue Apron’s merger with Wonder is set to redefine at-home dining and food delivery, offering customers enhanced mealtime experiences with chef-curated meals. The substantial premium offered to Blue Apron stockholders demonstrates the confidence in this strategic partnership. As Blue Apron transitions into the Wonder platform, it will be interesting to observe how this union revitalizes the company and expands its presence in the evolving food delivery landscape.

Western Midstream Expands in Powder River Basin with Meritage Acquisition

Posted on by slightbourne@noblecapitalmarkets.com

Western Midstream Partners, LP (NYSE: WES) is set to expand its footprint in the Powder River Basin through the acquisition of Meritage Midstream Services II, LLC (Meritage). This all-cash transaction comes with a price tag of $885 million and is expected to close in the fourth quarter of 2023, subject to regulatory approvals.

Meritage, headquartered in Denver, Colorado, operates a substantial natural gas gathering and processing business in Wyoming’s Powder River Basin. The acquisition will significantly increase WES’s natural gas processing capacity, taking it to 440 MMcf/d. Additionally, it will diversify WES’s customer base with long-term contracts and acreage dedications from reputable counterparties.

The Powder River Basin has attracted considerable investment due to its multi-stacked pay horizon potential, making it an appealing prospect for energy companies. As part of this acquisition, WES aims to enhance its position in the basin and pursue additional acreage dedications and business development opportunities.

Upon completing the transaction, WES anticipates recommending a Base Distribution increase of $0.0125 per unit, providing a potential boost for its investors.

This strategic move represents a significant step for WES in expanding its presence in a region with promising energy prospects.

Take a look at Alvopetro Energy, a company that engages in the acquisition, exploration, development and production of natural gas.

Biotech M&A is Finally Rewarding Patient Investors

Posted on by phoffman@channelchek.com

The Acceleration of Biotech Acquisitions, Why it Should Continue

The pace of mergers and acquisitions (M&A) in the biotech sector has accelerated in 2023 compared to 2022 and 2021. The factors driving this increase are numerous, and there is increasing urgency on both sides, the acquirers and acquirees to find a fit. This is playing out with deal value up significantly in 2023, with noticeable acceleration as the year has progressed. During the first quarter, investors in at least eight biotech companies found themselves in enviable positions. Below is a recap of what has already happened and the perceived trend. If it continues, it could lead to 2023 seeing far more biotech deals than the previous two.

According to data from William Blair’s quarterly biopharma review, the total deal volume in the sector was elevated, although far below record highs. Total M&A value for the first quarter was $52 billion versus $88 billion for all of 2022, and $77 billion in 2021. The report shows the average deal was $630 million (versus $367 million in 2022). The upfront cash and equity has doubled from the prior year at $508 million (versus $249 million in 2022).

Later stage companies seem to be what pharmaceutical firms have the most appetite for. The phase of development of the companies most sought was Phase II or later with 100% or all of the public acquisitions in this stage. Five of the eight were in the commercial stage.  

Source: The Quarterly Rx: Q1 2023 U.S. Biopharma Recap (William Blair)

The details above are of the eight public companies that merged or were acquired during the first quarter. However, just this week alone, there have been three more biotech acquisitions announced:

  • On May 16, 2023, Merck & Co. announced that it would acquire Acceleron Pharma for $11.5 billion. Acceleron is a clinical-stage biopharmaceutical company, the acquisition will give Merck access to Acceleron’s lead drug candidate, luspatercept, which is currently in Phase 3 clinical trials for the treatment of anemia associated with chronic kidney disease.
  • On May 17, 2023, Gilead Sciences announced that it would acquire Immunomedics for $21 billion. Immunomedics is a clinical-stage biopharmaceutical company the acquisition will give Gilead access to Immunomedics’ lead drug candidate, Trodelvy, which is currently in Phase 3 clinical trials for the treatment of triple-negative breast cancer.
  • On May 18, 2023, AstraZeneca announced that it would acquire Daiichi Sankyo’s oncology business for $6.9 billion. Daiichi Sankyo’s oncology business includes a portfolio of marketed and late-stage cancer drugs. The acquisition will give AstraZeneca a broader portfolio of cancer drugs and will help the company to expand its presence in the oncology market.

What is Driving the Acceleration?

There are a number of “not-so-secret” factors that are helping the acceleration of M&A activity in the biotech sector. One factor is the increasing cost of product development. The average cost of developing a new drug has increased from $1 billion to $2.6 billion in the past decade. This has made it increasingly difficult for small and mid-sized biotech companies to develop viable candidates independent of big-pharma’s help. As a result, small companies are increasingly looking to merge, partner or be acquired by larger companies with deeper pockets.

Another factor driving the acceleration of M&A activity in the biotech sector is the increasing focus on innovation. Large pharmaceutical companies don’t have the talent that exists in the universe of small biotech companies. So they are increasingly looking to acquire companies with innovative technologies. These innovations can help them provide new drugs that can compete with the blockbuster drugs coming off patent in the next few years.

Finally, the acceleration of M&A activity in the biotech sector is also being driven by the increasing consolidation of the industry. In recent years, a number of large pharmaceutical companies have merged with or acquired each other. This has led to a smaller number of bigger companies that are now dominant in the industry. These companies are increasingly looking to acquire smaller companies in order to expand their product portfolios and overall reach.

Take Away

While deals in many industries, both public and private, have decelerated to a crawl, the cash-rich pharmaceutical industry giants are tactically looking to build their portfolios of next-generation treatments. And many biotech companies are in need of a lifeline to get their pipeline products the research dollars they deserve. This dynamic has accelerated public and private deals in the industry in 2023.  

The acceleration of M&A activity in the biotech sector is a trend that is not expected to end soon. This is because the factors that are driving deals are likely to remain in place. Investors looking to explore smaller biotech companies may want to keep in mind the nuances of the average company attributes that found deals in the first quarter. Top-tier research on a number of smaller companies, provided by the sectors equity analysts at Noble Capital Markets can be found here.    Company information and data on many other biotech and life sciences companies can be discovered by going to this link.

Paul Hoffman

Managing Editor, Channelchek

Sources

file:///C:/Users/prese/Downloads/WilliamBlair-Biopharma-Quarterly-Review-Q1-2023.pdf

https://community.ionanalytics.com/ma-highlights-1q23?account_created=1

https://dkf1ato8y5dsg.cloudfront.net/uploads/79/598/mahighlights1q23-final.pdf

Newcrest Mining Just Agreed to Be Acquired by Newmont, Who’s Next?

Posted on by phoffman@channelchek.com

Is Further Consolidation in the Mining Sector Expected?

Two of the world’s leading gold producers have agreed to merge. In a press release this week, Newmont Mining (NEM) said it entered into a definitive agreement to acquire 100% of shares of Newcrest Mining (NCMGY). The deal represents a 30.4% premium to Newcrest stockholders above the price when Newmont first made an offer in February. While this is a huge deal that will greatly expand the world’s largest gold-producing company, investors are seeing possible opportunities in smaller mining companies. It’s likely some are quietly being targeted in 2023 for a number of important reasons. Investors interested in this industry may want to familiarize themselves with the current dynamics.

About the Newmont Newcrest Deal

Newmont, the world’s largest gold producer, is solidly moving toward becoming much larger after the board of takeover target Newcrest Mining unanimously agreed to recommend the merger bid to shareholders. Newmont projections indicate the combined entity could create annual production of 8Moz of gold and 155k tonnes of copper.

The merged company would easily control world-leading gold stocks. Newmont is also set to become a significant copper producer, with current and expected developments to provide significant production upside in the coming years, including the world-class Wafi-Golpu copper-gold project in Papua New Guinea.

Takeover Details

After rejecting Newmont’s initial February 2023 offer, the Newcrest board today elected to accept the significantly upgraded April revised proposal. The deal carries an implied equity value of US$26.2 billion and enterprise value for Newcrest of US$28.8 billion.

Current Newcrest shareholders will have 31% ownership of the combined group.

According to Newcrest’s chairman, Peter Tomsett, the transaction will combine two of the world’s leading gold producers, bringing forward significant value to Newcrest shareholders through the recognition of the company growth pipeline.

Will the Merger Trend Continue?

Higher metals prices and increased demand brought on by changing energy production and storage, post-pandemic demand, and commodities investing in an uncertain global economy have caused a number of deals in this sector already this year.  

The primary reasons to expect more consolidation within the mining sector are growing.  

The chart above created by the CRU Group shows how fragmented gold mining is relative to other metals. The top 10 largest gold miners only produce 28% of all output. Gold prices have been rising fairly steadily but spending on exploration has been stalled. Growth to create shareholder value, would most efficiently and expediently be achieved by merger and acquisition (M&A). In the current environment, buyouts of active producers with known reserves are the alternative way for larger miners to to increase their production share, replenish depleting gold reserves and… lower production costs through with far less risk and in a shorter time period.  

More Reasons to Own Mining Companies

World demand has been heightened for gold, copper, and other minerals used to store or distribute electricity. This dynamic which has been trending upward in recent years, is likely to push other financially strong mining companies, that want to satisfy new production demand now rather than through exploration and long, uncertain bureaucratic approval processes will shop for producers to increase production and grow to serve shareholders. Smaller companies that find themselves the target of an acquisition, also have a duty to serve shareholders. Often this plays out by the target company negotiating terms that are similar to the 30% gain seen in the Newmont/Newcrest deal.

What Else

Informed stock selection is key to discovering and deciding whether to invest in companies best positioned to benefit from a sector experiencing growing demand where acquisitions, in full or in part, fulfill larger company goals.

Where does an investor start to better understanding the mining sector and individual companies? Earlier this year The Channelchek Take Away Series brought to viewers a live in-depth presentation of 12 mining companies that were just coming off the huge PDAC mining conference in Canada. These presentations are available on video to be replayed – they may be the best place to begin hearing from mining company executives and a highly respected senior natural resources analyst. Click here to get started. Then visit Channelchek’s Natural Resources data of the many other companies available to discover for even more interesting, actionable opportunities.

Paul Hoffman

Managing Editor, Channelchek

Sources

https://www.newmont.com/investors/news-release/news-details/2023/Newmont-Enters-into-Definitive-Agreement-to-Acquire-Newcrest/default.aspx

https://im-mining.com/category/mining-mergers-and-acquisitions/

https://www.crugroup.com/knowledge-and-insights/insights/2023/gold-sector-consolidation-has-a-long-way-to-go/

Biotech Announcement Sends Stock Up 258%

Posted on by phoffman@channelchek.com
Image Credit: Bradley Johnson (Flickr)

The Power of Small Companies Highlighted in Today’s Biopharma Announcements

Business headlines surrounding Silicon Valley Bank and its customers may take some time to fade from the front page. In the meantime, looking past them, there are some positive news and developments. Two news items involve announcements by biotech/pharmaceutical companies this week. One is a deal you don’t have to dig too deep to find, Pfizer (PFE), the pharmaceutical behemoth, is looking to acquire Seagen (SGEN) for $43 billion. The second is a smaller deal and has been crowded off many newsfeeds. Provention Bio (PRVB) is expected to be purchased by Sanofi (SNY) a large French-based pharmaceutical company.

Seagen shares increased 17% in the first hour of trading after the Pfizer announcement, shares of Provention were up 258% the same morning after the Sanofi announcement. Below is a chart of the month-to-date performance of the two that are to be acquired.

Source: Koyfin

The Power of Flying Below the Radar

Seagen is a borderline household name and has been a known acquisition target for some time. Just last July, Merck offered 40 billion for the company, this known interest in the company has kept the price elevated. Shifting the focus on the power of smaller, less talked about companies, they often have more potential for larger gains because they are less known. And while the numbers ($43 billion vs $2.9 billion) don’t make for compelling headlines, the numbers in the graph above demonstrate the impact can be far more compelling to investors.

The Provention Bio Deal

Sanofi and Provention Bio, a U.S.-based, publicly traded biopharmaceutical company focused on preventing autoimmune diseases, including type 1 diabetes (T1D), entered into an agreement for Sanofi to acquire Provention Bio, Inc., for $25.00 per share in cash.

Under the terms of the agreement, Sanofi will begin a cash tender offer to acquire all outstanding shares of Provention Bio.

The actual completion of the tender is subject to standard conditions, including the tendering of a number of shares of Provention Bio, Inc. common stock that, together with shares already owned by Sanofi or its affiliates, represents at least a majority of the outstanding shares of Provention Bio, Inc. common stock.

If the tender offer is successfully completed, then a wholly owned subsidiary of Sanofi will merge with and into Provention Bio, Inc., and all of the outstanding Provention shares that are not tendered in the offer will be converted into the right to receive the same $25.00 per share in cash offered to Provention Bio, Inc. shareholders as part of the offer. Sanofi plans to fund the transaction with available cash. Subject to the satisfaction or waiver of customary closing conditions, Sanofi expects to complete the acquisition in the second quarter of 2023.

Worth Noting

The largest pharmaceutical companies developed huge cash “war chests” during the pandemic era. While they are prudent and tactical when deciding to grow through acquisition, the earnings on much of their cash stockpiles relative to inflation may be erosive to the pool’s purchasing power. Additionally, many small pharmaceutical and biotech companies that are developing tomorrow’s next wonder drugs are short the cash they need to drive their R&D to the finish line, and then to market. It’s presumed these companies are quietly being reviewed for a possible fit by big pharma. Big pharma’s current patents are also being eroded by time as each day they approach patent expiration. This is added incentive for these large companies to be actively looking for future merger and acquisition targets.

Smaller companies, for their part want their progress and potential more known. It is only through being known, and the more broadly the better, that investors of all types understand the work they do and the potential along with the risk they hold. These companies often hire the service of impartial, highly credible equity analysts to provide details of the pipeline and the successes and challenges of the company. This company-sponsored research provides investors with a third-party window into the company. The window is, at times, as basic as the idea that investors need to know enough about the existence of a small company to want to own shares. Greater investor interest typically increases liquidity which could help the company continue moving forward and developing its products.

Channelchek houses quality company-sponsored research. For Life Sciences company-sponsored research covered by FINRA licensed Sr. Analyst Robert LeBoyer visit this link. For Healthcare Services Sr. Analyst Gregory Aurand visit this link.

Paul Hoffman

Managing Editor, Channelchek