Tag: M&A

Johnson & Johnson Flexes Its M&A Muscle with $12.5 Billion Shockwave Medical Buy

Posted on by slightbourne@noblecapitalmarkets.com

Healthcare giant Johnson & Johnson announced on Friday that it is acquiring Shockwave Medical for a whopping $12.5 billion in cash, in a move that further bolsters its cardiovascular device portfolio. The deal allows J&J to add Shockwave’s innovative intravascular lithotripsy (IVL) system to its offerings.

IVL is a minimally invasive technique that uses sonic pressure waves to crack calcified plaque in arteries prior to inserting stents – similar in concept to how shockwaves are used to break up kidney stones. This novel approach helps improve outcomes for certain challenging arterial calcification cases that traditional treatment can struggle with.

Under the terms of the agreement, J&J will pay $335 per share for Shockwave, representing a 17% premium over the company’s stock price in late March when acquisition rumors first surfaced. The total enterprise value of the transaction is approximately $13.1 billion when including the cash on Shockwave’s balance sheet.

The acquisition comes hot on the heels of J&J’s $16.6 billion purchase of heart pump maker Abiomed last year, as the company doubles down on expanding its cardiovascular capabilities. Analysts see significant opportunity in this space, with RBC estimating the total addressable market for IVL and similar calcified plaque treatments at around $10 billion annually.

For Shockwave, being acquired by the deep-pocketed J&J provides the resources to ramp up commercialization of its breakthrough IVL system, which generated $730 million in sales last year. Meanwhile, the deal aligns with J&J’s strategic efforts to augment its medical device segment amid increasing competitive pressures in its pharmaceutical arm.

The Shockwave acquisition exemplifies a broader trend of large healthcare conglomerates snapping up promising smaller companies and technologies to drive future growth. With organic drug pipelines drying up and patent expirations looming, “big pharma” players are turning to M&A to inject innovation into their product portfolios.

Just last week, pharma giant AbbieVie announced multi-million dollar buyouts of smaller biotech firm Landos. Earlier this year, AstraZeneca shelled out $2.4 billion for oncology innovator Fusion Pharmaceuticals.

For investors interested in identifying the next potential M&A targets in healthcare’s hot growth areas, one upcoming event to mark on the calendar is the Noble Capital Markets Emerging Growth Virtual Healthcare Conference on April 17-18. This two-day virtual investor conference will feature presentations from emerging public and private healthcare companies spanning biotech, medical devices, healthcare IT and services. You can register at no cost for this event here.

The Noble virtual conference provides an ideal opportunity for institutional investors, financial advisors and independent investors alike to gain insights into cutting-edge healthcare innovations that could be tomorrow’s M&A prizes for industry titans like J&J. Presenting companies will span an array of therapeutic areas including oncology, neurology, xenotransplantation and more.

As the Shockwave deal demonstrates, big pharma isn’t shying away from spending big to stay ahead of the healthcare innovation curve. For investors, uncovering the next game-changing therapies and technologies could uncover lucrative future buyout candidates.

AdTheorent Set to Go Private in $324 Million Cadent Acquisition

Posted on by slightbourne@noblecapitalmarkets.com

Investors in the adtech company AdTheorent Holding Company, Inc. (NASDAQ:ADTH) are set to receive a nice premium with the company’s announced acquisition by Cadent, LLC for $3.21 per share in cash.

The $324 million deal represents a 17% premium to AdTheorent’s 60-day volume-weighted average price and a 27% premium to its 90-day average as of March 28th. Upon completion of the transaction in the expected third quarter of 2024, AdTheorent will become a privately-held company under Cadent’s ownership.

Cadent is a leading provider of converged TV advertising solutions and is a portfolio company of the private equity firm Novacap. The combination allows Cadent to bolt-on AdTheorent’s machine learning advertising platform and technology.

For AdTheorent shareholders, the all-cash deal provides an attractive exit opportunity to cash out at a premium valuation. The company’s stock had traded between $2.15 and $3.35 over the past 52 weeks before the deal announcement sent shares surging over 40%.

AdTheorent’s board unanimously approved the transaction, stating that it “delivers immediate, certain and significant value” for shareholders. The company had gone public around two years ago, and CEO James Lawson noted that “the transaction validates the actions and investments we have made” positioning AdTheorent since then.

While the $3.21 per share price looks enticing for investors, AdTheorent did negotiate a 33-day “go-shop” period into the merger agreement. This allows the company’s advisors to actively solicit and consider superior proposals from other potential buyers through May 4th.

There is no guarantee that a better offer will emerge during the go-shop period. However, major AdTheorent shareholders controlling approximately 40% of the outstanding shares, including H.I.G. Growth Partners and company insiders, have already agreed to vote in favor of the Cadent transaction.

Unless a substantially higher bid comes in, the deal is expected to close in Q3 2024 after gaining AdTheorent shareholder approval and clearing regulatory hurdles including antitrust review.

For investors in AdTheorent, the timelines and deal certainty are important considerations. The deal with Cadent provides a unique opportunity to cash out at a premium valuation in the near-term. Alternatively, rejecting the deal leaves some possibility of a higher-priced acquisition down the road balanced against AdTheorent’s prospects and challenges operating independently.

The adtech sector has experienced significant volatility and compression in valuations over the past couple of years. In that context, AdTheorent’s ability to secure an all-cash transaction at a premium multiple could be viewed as a prudent move by the company’s board and leadership team.

As the “go-shop” period plays out over the next month, investors will be watching closely to see if any interloper emerges to potentially drive up the acquisition price for AdTheorent. But barring a topper bid, AdTheorent shareholders can likely bank on cashing in their stakes at a nice premium to recent trading prices before the company debuts as a Cadent subsidiary later this year.

Big Pharma Goes Bio-Prospecting: Why Major Drug Makers Are Buying Innovative Biotech Startups

Posted on by slightbourne@noblecapitalmarkets.com

The biotech sector has seen a flurry of acquisition activity in recent months, with large pharmaceutical companies opening their checkbooks to snap up promising small and micro-cap players. This deal-making frenzy underscores the value that nimble startups can bring to big pharma through their cutting-edge research and drug development pipelines.

For the pharmaceutical giants, acquiring innovative biotechs provides a vital influx of new drug candidates and therapies to revitalize stagnant pipelines and drive future revenue growth. Many large drug makers have struggled to internally develop enough new blockbuster treatments to replace aging cash cows going off-patent. Rather than go it alone in risky early-stage R&D, they are turning to biotech upstarts working at the frontiers of medicine.

These small biotech firms are proving to be fertile ground for novel drug discoveries. Despite their tiny team and budget, biotech startups can move nimbly to translate university research into therapeutic candidates. Their laser focus on narrow areas like orphan diseases, gene therapies, or targeted oncology treatments allows them to rapidly innovate in ways that large pharma bureaucracies cannot.

By acquiring these startups, big pharma gains a fast-track to promising new drugs and therapies that would take years and billions to develop internally. They can get first-mover advantage on groundbreaking new treatment modalities. Just as importantly, they acquire the entrepreneurial scientific talent behind the discoveries.

This acquisition appetite from pharma giants shows no signs of slowing. Just this month, AbbieVie acquired small biotech Landos Biopharma for $212 million to gain its promising autoimmune pipeline. AstraZeneca paid $2.4 billion for Fusion Pharmaceuticals and its next-gen oncology radioconjugates. The list goes on.

The drivers behind this deal surge were presciently spotted by Channelchek back in December 2023. Channelchek’s biotech research analysis predicted that the beaten-down biotech sector was poised for a major rebound, writing:

“The fresh upswing in biotech M&A follows a wave of dip buying from some the world’s largest asset managers in shares of industry leaders like Vertex Pharmaceuticals and Regeneron Pharmaceuticals. Warren Buffett’s Berkshire Hathaway has been particularly aggressive stepping in to purchase stakes in key biopharma bluechips.”

Channelchek’s forecast proved accurate, as biotech stocks have rallied and M&A activity has heated up in recent months. Big pharma’s shopping spree for innovative biotechs continues to gain momentum.

As Nico Pronk, Chief Executive Officer at Noble Capital Markets, stated: “Our platform aims to help amplify the stories of these cutting-edge biotech innovators to the investors and strategic partners seeking out emerging growth opportunities.” There is a funding gulf that still exists for startups looking to take their discoveries to the next level.

For investors and emerging biotechs seeking to capitalize on this next wave of consolidation, Noble Capital Markets is hosting its Emerging Growth Virtual Healthcare Equity Conference on April 17-18, 2024. This online investor forum will allow public healthcare, biotech and medical devices firms to present their company stories directly to institutional funds, family offices, and retail investor audiences. To register for this event showcasing the future disruptors of healthcare, visit the conference registration page here.

The big pharma acquisition binge shines a light on the value that small, innovative biotech players can bring to the healthcare ecosystem through their scientific discoveries. With deep-pocketed buyers on the prowl, the stage is set for the next generation of medical breakthroughs to be commercialized at scale.

Alamos Gold’s Acquisition of Argonaut Gold Points to Renewed Anticipation Mining Sector

Posted on by slightbourne@noblecapitalmarkets.com

The gold mining industry saw an intriguing deal announced this week, with mid-tier producer Alamos Gold Inc. unveiling plans to acquire smaller rival Argonaut Gold Inc. for US$325 million. The transaction highlights an ongoing trend of consolidation in the metals mining space, as bigger players look to grow through acquisitions of promising assets and companies.

For Alamos, the main prize in this deal is the Magino development project in Ontario, Canada owned by Argonaut. Located right next door to Alamos’ Island Gold mine, Magino provides the company an opportunity to combine the two operations into one large, low-cost complex. Alamos expects to realize over US$500 million in synergies by integrating the two adjacent mines.

The acquisition of Magino significantly increases Alamos’ production profile. The combined company is expected to produce over 600,000 ounces of gold annually in the near-term, with longer-term potential exceeding 900,000 ounces per year at declining costs. This expanded scale bolsters Alamos’ position as one of Canada’s largest and lowest cost gold producers.

While Alamos gains Magino through this transaction, Argonaut’s other assets in the U.S. and Mexico will be spun out into a newly created company called SpinCo that will be owned by Argonaut’s current shareholders. This includes the operating Florida Canyon mine in Nevada as well as several development and exploration projects in Mexico.

The Alamos-Argonaut deal follows a number of similar acquisitions of smaller gold companies by more established miners over the past year. In 2023, Agnico Eagle Mines acquired Teck Resources’ minority stake in the Minas de San Nicolas mine in Mexico, while Kinross Gold acquired Great Bear Resources and its promising Dixie project in Ontario. Going back to 2022, there were several billion-dollar M&A transactions, including Newmont’s acquisition of Newcrest’s stake in the Cadia mine and Yamana Gold’s takeover by the Pan American Silver and Agnico Eagle joint venture.

According to analysts, this renewed appetite for M&A activity reflects a growing consensus that a new bull cycle may be emerging for precious metals like gold and silver. Record high inflation rates, continued economic uncertainty, and a lack of major new production sources coming online have contributed to this increasingly bullish outlook.

The major gold producers are acquiring to restock their project pipelines and take advantage of prevailing low valuations for many junior developers and explorers. With higher metals prices anticipated, the big miners want to get positioned now ahead of the curve.

In addition to building out their growth profiles through M&A, the large miners are also investing heavily in exploration and advancing their existing development projects. This dual strategy of acquisitions and organic growth initiatives should help drive a new phase of production growth across the sector in the coming years as a potential bull market unfolds.

For smaller mining companies like Argonaut, deals like this provide an attractive exit opportunity and way to unlock value for shareholders. But they also highlight the continual restructuring happening in the mining space, as promising assets and companies get consolidated into the hands of more well-capitalized mid-tier and senior producers.

With metals prices expected to keep rising on the back of supply/demand imbalances, this wave of consolidation could be just the beginning. Analysts anticipate an acceleration of M&A activity as the big miners look to position themselves for the next bullish upswing in the commodity cycle.

Take a moment to take a look at Noble Capital Markets’ Senior Research Analyst Mark Reichman’s coverage list in the metals & mining sector.

WaveDancer’s Acquisition of AI Neuroscience Firm Firefly Poised to Shake Up Healthcare Tech

Posted on by slightbourne@noblecapitalmarkets.com

The financial markets are abuzz over WaveDancer, Inc.’s approved merger deal to acquire Firefly Neuroscience, an artificial intelligence company pioneering brain health diagnostics and analytics software. With stockholders from both companies green-lighting the transaction, the stage is set for a new player to emerge in the rapidly evolving neurological healthcare technology space.

WaveDancer (NASDAQ: WAVD), currently an IT services provider to government and commercial clients, is essentially acquiring the capabilities and pipeline of private AI neuroscience firm Firefly through a merger of one of its subsidiaries into the latter. Once the deal closes in Q2 2024, the combined entity will rebrand as Firefly Neuroscience, Inc. and trade under the new ticker AIFF on the Nasdaq Capital Market.

The new Firefly Neuroscience will be laser-focused on commercializing and advancing the development of Firefly’s innovative Brain Network Analytics (BNA) software platform, cleared by the U.S. Food and Drug Administration. Leveraging AI, machine learning, and a massive database of over 17,000 EEG brain scans, the BNA Platform aims to revolutionize the diagnosis and treatment of mental health conditions like depression and anxiety, as well as neurological disorders such as dementia, concussions, and ADHD.

“The WaveDancer favorable shareholder vote is an important step in consummating the merger and reinventing WaveDancer as an AI-enabled neurological health platform,” stated Jamie Benoit, Chairman and CEO of WaveDancer. The company plans to divest its legacy IT services operations to fully concentrate on scaling up Firefly’s neuroscience technology business post-merger.

Firefly’s unique AI platform has already garnered significant attention and investment from the medical community, with the company raising approximately $60 million to date to build out its EEG database, develop the software, secure patents, and attain FDA clearance. Now poised to transition into a publicly-traded commercial entity, Firefly Neuroscience could rapidly accelerate adoption of its solutions among pharmaceutical companies, clinical trials, and medical practitioners globally.

The combined firm will hit the ground running, with Firefly management slated to present at the Noble Capital Markets Emerging Growth Virtual Healthcare Equity Conference on April 17-18, 2024. This high-profile investor forum will provide an ideal platform to lay out Firefly Neuroscience’s growth strategy and market opportunity to Wall Street.

The Emerging Growth Virtual Healthcare Conference will feature 2 days of corporate presentations from up to 50 innovative public healthcare, biotech, and medical device companies, showcasing their latest advancements and investment opportunities. Each presentation will be followed by a fireside-style…Read More

While the technology is highly specialized, analysts forecast significant potential upside for Firefly’s brain mapping and analytics capabilities across a range of healthcare markets struggling with neurological and mental health challenges. The company’s AI edge in these areas could position it to drive improved patient outcomes, lower costs through earlier interventions, and open new avenues for drug development and therapies.

For WaveDancer shareholders, the transaction marks a bold pivot into a cutting-edge industry riding powerful tailwinds of AI adoption in healthcare settings. Assuming a seamless merger and transition, the company could quickly morph into a promising pure-play on validated, scalable neurotechnology solutions backed by substantial technical assets and IP.

As the deal approaches the finish line, all eyes will be on Firefly Neuroscience’s market debut and ability to execute on the immense growth prospects its AI brain analytics platform presents. Healthcare investors would be wise to keep a close watch as this under-the-radar neuroscience firm prepares to seize a starring role on Wall Street.

AstraZeneca Completes $1.1 Billion Buyout of Seattle Biotech Icosavax

Posted on by slightbourne@noblecapitalmarkets.com

UK pharmaceutical giant AstraZeneca has finalized its $1.1 billion acquisition of Icosavax, a Seattle-based biotechnology company specializing in virus-like particle (VLP) vaccines. This buyout provides key insights into AstraZeneca’s pipeline strategy and the ongoing consolidation in the biopharma sector.

Icosavax was founded in 2017 as a spinout from the University of Washington’s Institute for Protein Design. The company leverages computationally designed VLPs to induce robust and durable immune responses against respiratory viruses, including COVID-19, respiratory syncytial virus (RSV), and human metapneumovirus (hMPV).

Since its founding, Icosavax has raised over $150 million in private funding and completed a successful IPO in 2021. However, the company caught the eye of pharma giant AstraZeneca, who sees Icosavax’s VLP platform and talented research team as a strategic fit.

For AstraZeneca, this acquisition provides access to a versatile new vaccine modality with broad applicability beyond Icosavax’s current clinical programs. It also bolsters AstraZeneca’s pipeline with a Phase 1/2 COVID-19 vaccine candidate, IVX-411, which produced robust neutralizing antibody titers in early clinical testing.

Broader Implications for Investors and the Biopharma Industry

The buyout has several key implications for biotech investors and industry dynamics. Firstly, it highlights that platform technologies with versatile applications across disease areas remain highly valued, even in the ongoing biotech market downturn. Vaccines also continue to see strong corporate interest after the pandemic spotlight.

Secondly, it reflects Big Pharma’s pursuit of emerging biotech innovation to replenish pipelines and access cutting-edge modalities like VLPs. With the Icosavax deal, AstraZeneca gains talented scientists and potential new products without costly in-house R&D.

Thirdly, from a structure standpoint, the deal provides an upfront cash payout to Icosavax investors but leaves upside through future contingent payments on pipeline advancement. This highlights a flexible model to balance the high valuations sought by biotechs with the risk management needs of acquirers.

Finally, the buyout continues the wave of consolidation between large and small biopharma players. With the market downturn squeezing biotech funding, more mergers and acquisitions are likely on the horizon. Investors should watch for other innovative biotechs with promising science that become acquisition targets.

What Drove AstraZeneca’s Interest in Icosavax

AstraZeneca has been one of the more active Big Pharmas on the M&A front, and the Icosavax deal provides strategic rationale. The VLP technology adds a promising new platform to AstraZeneca’s vaccine capabilities, already bolstered by its previous acquisitions of drug delivery player MedImmune and biotech Sobi.

Icosavax’s potential COVID-19 and RSV vaccine candidates can be added to AstraZeneca’s pipeline as it looks to expand beyond its core oncology portfolio. Additionally, Icosavax’s team and VLP engineering expertise will be valuable assets for the company.

By acquiring Icosavax while still early-stage compared to more established biopharmas, AstraZeneca secures access to the technology at a reasonable price. The $1.1 billion price tag is well below the multi-billion deals that some commercial-stage biotechs have commanded.

Overall, Icosavax represented an opportunity for AstraZeneca to obtain cutting-edge vaccine technology and talent to boost its R&D capabilities in new directions. It highlights that Big Pharmas are willing to buy innovation at early stages rather than develop it internally.

Take a moment to take a look at emerging growth healthcare and biotech companies by taking a look at Noble Capital Markets’ Senior Research Analyst Robert LeBoyers’s coverage universe

The Future for Icosavax’s Programs

While the buyout places Icosavax’s pipeline under AstraZeneca’s control, active development of the VLP programs is expected to continue. Lead COVID-19 vaccine candidate IVX-411 recently began Phase 1/2 trials, and its RSV and hMPV programs are progressing towards clinical stages as well.

AstraZeneca has expressed interest in advancing Icosavax’s full portfolio of vaccines leveraging the versatility of the VLP platform. Its resources and late-stage development expertise can help progress these experimental vaccines through clinical trials and regulatory approval pathways.

Meanwhile, Icosavax will continue operations as an AstraZeneca subsidiary based in Seattle. Keeping its operations separate allows Icosavax to retain its innovative biotech culture while benefiting from AstraZeneca’s financial backing and synergies.

In summary, AstraZeneca’s acquisition of Icosavax underscores its strategy of looking to smaller biotechs to supplement its pipeline with cutting-edge science. The deal rewards Icosavax investors for their early backing while retaining upside potential through milestone payments. For the biopharma industry, it exemplifies the ongoing consolidation between pharmas and biotechs amidst market pressures. Investors should watch for other emerging biotechs that may become tomorrow’s M&A targets.

XOMA to Acquire Kinnate Biopharma in All-Cash Buyout Deal

Posted on by slightbourne@noblecapitalmarkets.com

Biotech royalty company XOMA Corporation (NASDAQ: XOMA) has entered an agreement to fully acquire clinical-stage oncology firm Kinnate Biopharma Inc. (NASDAQ: KNTE) in an all-cash deal valued up to $150 million.

This bold acquisition provides XOMA an opportunity to expand its cancer drug royalty portfolio while handing Kinnate shareholders an immediate payday.

For XOMA, the deal delivers two key benefits:

First, it stands to add approximately $9.5 million in cash to the balance sheet, providing extra fuel for future investments and deal-making.

But more importantly, it grants XOMA rights to Kinnate’s pipeline of early-stage oncology candidates. These experimental drugs, if eventually approved, could generate lucrative milestone and royalty payments for XOMA down the road.

Kinnate’s leading assets are two precision medicines in Phase 1 testing – an FGFR inhibitor for cancers driven by FGFR mutations and a pan-RAF inhibitor targeting BRAF and NRAS mutant tumors. Both therapies show promise in initial trials, with additional data expected later this year.

Beyond these advanced assets, Kinnate also boasts alluring preclinical programs in areas like CDK4 inhibition and c-MET inhibition.

For a royalty collector like XOMA, acquiring rights to future royalties on these promising cancer compounds is a savvy move. XOMA’s expertise is striking licensing and royalty deals with biopharma partners. Adding Kinnate’s pipeline to its war chest provides ample new opportunities to flex this deal-making muscle.

And XOMA has a proven track record here. Its lucrative sale last year of royalty rights to the Novartis drug VABYSMO generated over half a billion in cash proceeds. Funneling the proceeds into new royalty streams helps ensure consistent future revenues.

On the flip side, the buyout delivers Kinnate shareholders a decent return amid a downtrodden biotech market. The deal’s maximum price of $2.5879 per share only carries a modest 7% premium over Kinnate’s recent average share price.

But with small-cap biotech valuations crushed across the board, it allows Kinnate investors to cash out at favorable terms compared to remaining standalone. After announcing plans to merge with an unrelated freight company, receiving a buyout provides a more attractive outcome.

Shareholders also retain some upside through CVRs granting them proceeds from any deal for Kinnate’s programs in the year post-buyout.

Importantly, insiders holding nearly half of Kinnate’s shares have signed agreements to tender their stock. This influential support should pave the way to completing the acquisition.

The proposed deal checks all the boxes. XOMA diversifies its royalty portfolio, Kinnate shareholders get paid at a premium, and the cancer drugs have a new catalyst to advance development.

Sometimes simple deals done for the right reasons benefit everyone involved. This cash buyout looks to be just such a win-win-win transaction.

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Mark your calendars! Don’t miss Noble Capital Markets’ Emerging Growth Virtual Healthcare Equity Conference on April 17-18. This exclusive virtual event connects investors with 50 leading public biotech, healthcare services, and medical device companies. Presenting company slots are available…Read More

WillScot Bolsters Modular Space Solutions With $3.8B McGrath Buyout

Posted on by slightbourne@noblecapitalmarkets.com

WillScot Mobile Mini Holdings Corp. announced Monday that it will acquire modular rental provider McGrath RentCorp in a $3.8 billion deal. The acquisition aims to solidify WillScot’s position as a leading provider of modular space and portable storage solutions across North America.

Under the terms of the agreement, McGrath shareholders will receive $123 per share, comprised of 60% cash and 40% WillScot stock. This reflects a 10.1% premium over McGrath’s share price as of January 26th. Once completed, McGrath shareholders will own approximately 12.6% of the combined company.

The deal comes as WillScot looks to expand its footprint and diversify its customer segments through McGrath’s complementary business. McGrath serves over 10,000 business customers with modular building leasing and sales solutions across the U.S.

According to WillScot CEO Brad Soultz, “The transaction will further accelerate our growth, with combined 2023 pro forma revenue of $3.2 billion and adjusted EBITDA of $1.4 billion, we will be on path to achieve a $700 million free cash flow run-rate twelve months after we close.”

WillScot expects to realize $50 million in run-rate cost synergies within two years following the close of the acquisition in Q2 2024. The company has a track record of successfully integrating past deals and meeting synergy targets.

The combined company will be able to cross-sell value-added products and services and roll out operations best practices across the broader customer base. It will also have increased scale and expanded infrastructure to accelerate organic growth strategies already in place.

Along with revenue and cost synergies, the deal provides WillScot with greater geographic diversification and depth in adjacent sectors like electronic test equipment rental through McGrath’s TRS-RenTelco business.

On the financial front, the combined company is projected to generate approximately $3.2 billion in revenue and $1.4 billion in adjusted EBITDA in 2023. It expects to produce around $700 million in free cash flow within twelve months after the merger is finalized.

To fund the cash component of the acquisition, WillScot has secured committed bridge financing of $1.75 billion, along with expanded capacity from its existing credit facilities. The company is committed to rapid deleveraging and plans to achieve a 3.0-3.5x net leverage ratio within a year post-close.

McGrath’s board has unanimously approved the transaction. With shareholder approval and regulator sign-off, the buyout is anticipated to close during Q2 2024. Until then, McGrath will operate as an independent, publicly traded company.

The acquisition is the latest in WillScot’s strategy to capitalize on demand growth for modular space and storage solutions. The company has acquired over 15 businesses since going public in 2017, including the transformative $1.2 billion merger with Mobile Mini in 2020.

For McGrath shareholders, the deal provides a significant premium and ongoing upside through ownership stake in WillScot. It also enables McGrath’s rental solutions to reach a wider audience through WillScot’s expansive branch network and customer base.

Inhibrx Sells Lead Asset INBRX-101 to Sanofi for Up to $2.2 Billion

Posted on by slightbourne@noblecapitalmarkets.com

Biotechnology company Inhibrx announced today that it has entered into a definitive agreement to sell its lead therapeutic candidate, INBRX-101, to French pharmaceutical giant Sanofi in a deal valued at up to $2.2 billion.

INBRX-101 is a recombinant alpha-1 antitrypsin (AAT) therapy being developed for the treatment of alpha-1 antitrypsin deficiency (AATD), a rare genetic disorder that can cause severe lung and liver disease. Under the terms of the agreement, Sanofi will acquire Inhibrx through a merger in which Inhibrx shareholders will receive $30 per share in cash, a contingent value right (CVR) worth up to $5 per share, and one share in a new publicly traded company called Inhibrx Biosciences for every four shares of Inhibrx held.

Inhibrx Biosciences will retain all of Inhibrx’s pipeline assets and infrastructure outside of INBRX-101. This includes several early-stage therapeutic candidates such as INBRX-105 for solid tumors, INBRX-106 for hematologic malignancies, and INBRX-109 for conventional chondrosarcoma. The new company will receive $200 million in cash funding from Sanofi and begin trading publicly after the completion of the merger.

The total potential value of the upfront cash payment, CVR, and Inhibrx’s debt assumption implies an aggregate transaction value of approximately $2.2 billion. Inhibrx shareholders will also own 92% of the equity in the newly formed Inhibrx Biosciences, which will provide opportunities for future value creation.

The acquisition provides Sanofi with full rights to develop and commercialize INBRX-101 globally. The drug candidate is currently in a registrational Phase 2/3 trial evaluating its safety and efficacy in patients with AATD. Inhibrx believes INBRX-101 has multi-billion dollar peak sales potential if approved, which likely drove Sanofi’s interest in the asset.

Inhibrx’s innovative AAT therapy utilizes the company’s novel therapeutic protein engineering capabilities. INBRX-101 is designed to maintain the stability and activity of AAT, potentially enabling less frequent dosing than current AAT therapies. This next-generation approach could position INBRX-101 as a best-in-class treatment option for AATD.

The proposed transaction has been unanimously approved by the boards of directors of both companies and is expected to close in Q2 2024, subject to Inhibrx shareholder approval, regulatory clearances, and other customary closing conditions. Until then, it will be business as usual for Inhibrx as it continues developing its pipeline assets.

For Sanofi, the acquisition expands its portfolio in rare diseases while strengthening its capabilities in protein sciences and engineering. Adding INBRX-101 provides Sanofi with a promising late-stage candidate that can leverage its expertise and infrastructure in pulmonary diseases. Sanofi has been active on the deals front lately, including a recent $3.2 billion deal for Amunix Pharmaceuticals, as it refreshes its pipeline.

Meanwhile, the new Inhibrx Biosciences will emerge as an up-and-coming biotech with strong financial backing, a seasoned management team, and innovative technology platforms. The company will continue operating under the Inhibrx name and leadership. This strategic deal allows Inhibrx to unlock significant value from its lead program while retaining its other assets and resources to drive future growth.

The transaction is a win for both parties, providing Sanofi with a potential blockbuster drug and Inhibrx shareholders with an attractive return and ongoing upside through Inhibrx Biosciences. It demonstrates the broader trend of big pharma leveraging M&A to access innovative therapies from smaller biotech players. As Inhibrx’s programs advance, it will be interesting to see if Inhibrx Biosciences attracts buyout interest down the road. But for now, the company seems well-positioned to create value by advancing its earlier-stage pipeline.

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

HPE’s Blockbuster $14B Acquisition of Juniper Networks Signals AI Networking Wars

Posted on by slightbourne@noblecapitalmarkets.com

Hewlett Packard Enterprise (HPE) sent shockwaves through the tech industry this week with the announcement of its planned $14 billion acquisition of Juniper Networks. The all-cash deal represents HPE’s largest ever acquisition and clearly signals its intent to aggressively compete with rival Cisco for network supremacy in the burgeoning artificial intelligence era.

The deal comes as AI continues to revolutionize networks and create new demands for automation, security, and performance. HPE aims to leverage Juniper’s networking portfolio to create AI-driven solutions for hybrid cloud, high performance computing, and advanced analytics. According to HPE CEO Antonio Neri, “This transaction will strengthen HPE’s position at the nexus of accelerating macro-AI trends, expand our total addressable market, and drive further innovation as we help bridge the AI-native and cloud-native worlds.”

With Juniper under its fold, HPE expects its networking segment revenue to jump from 18% to 31% of total revenue. More importantly, networking will now serve as the core foundation for HPE’s end-to-end hybrid cloud and AI offerings. The combined entity will have the scale, resources, and telemetry data to optimize networks and data centers with machine learning algorithms.

HPE’s rivals are surely taking notice. Cisco currently dominates enterprise networking and will face a revitalized challenger. Smaller players like Arista Networks and Extreme Networks will also confront stronger competition from HPE in key verticals. Cloud giants running massive data centers, including Amazon, Google and Microsoft, could benefit from an alternative vendor focused on AI-powered networking infrastructure.

The blockbuster deal also signals bullishness on further AI adoption. HPE is essentially doubling down on the sector just as AI workloads start permeating across industries. Other enterprise tech companies making big AI bets include IBM’s recent acquisitions and Dell’s integration of AI into its hardware. Startups developing AI chips and networking software are also likely to benefit from HPE’s increased focus.

For now, HPE stock has barely budged on news of the acquisition, while Juniper’s shares have jumped over 30%. HPE is betting it can accelerate growth and deliver value once integration is completed over the next two years. Analysts say HPE will need to maintain momentum across its expanded networking segment to truly threaten Cisco’s leadership. But one thing is clear: the AI networking wars have officially begun.

This massive consolidation also continues a trend of legacy enterprise tech giants acquiring newer cloud networking companies, including Cisco/Meraki, Broadcom/Symantec Enterprise, and Amazon/Eero. Customers can expect intensified R&D and new solutions that leverage AI, automation and cloud analytics. However, some worry it could lead to less choice and higher prices. Regulators are certain to scrutinize the competitive implications.

For now, HPE and Juniper partners see it as a positive development that gives them an end-to-end alternative to Cisco. Solution providers invested in networking-as-a-service stand to benefit from HPE’s focus on consumption-based, hybrid cloud delivery models. With Juniper’s technology integrated into HPE’s GreenLake platform, they can wrap more recurring services around a broader networking portfolio.

Both companies also promise a smooth transition for existing customers. HPE says combining the best of its Aruba networking with Juniper’s assets across the edge, WAN and data center will lead to better experiences and lower friction. Juniper CEO Rami Rahim also touts the deal as accelerating innovation in AI-driven networking.

Of course, the real heavy lifting starts after the acquisition closes, as integrating two complex networking organizations is no easy feat. HPE will aim to become a one-stop shop for customers seeking to modernize their networks and leverage AI, while avoiding the complexity of buying point products. With Cisco squarely in their crosshairs, the networking wars are set to reach a new level.

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

Posted on by slightbourne@noblecapitalmarkets.com

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

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

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

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

SoftBank Trading at Steep Discount Despite Strong Assets

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

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

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

Son’s Missteps Bring Scrutiny But Vision Still Intact

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

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

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

T-Mobile Deal Highlights Importance of Sprint Merger

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

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

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

Final Thoughts

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

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

Aon Bets $13.4 Billion on Mid-Market Insurance Growth

Posted on by slightbourne@noblecapitalmarkets.com

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

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

Tap Exploding Market for Mid-Sized Firms

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

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

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

Betting on Consistent Insurance Demand

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

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

Strategic Growth Play

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

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

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

Risks and Costs

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

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

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

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

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

Posted on by slightbourne@noblecapitalmarkets.com

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

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

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

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

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

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

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

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

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