Biotech Dealmaking Heats Up as Private Capital Charges Back In

A wave of multibillion dollar buyouts has swept the beaten-down biotech sector in recent months, marking a potential turning point for an industry hammered throughout 2022 – 2023.

With valuations of public companies still depressed, flush private investors have stepped up acquisitions of promising drug developers to bolster pipelines for the long-term. And in a bullish sign for the strategic direction of the space, therapeutics targeting high unmet needs and novel modalities remain key areas of focus amid dealmaking.

As macro gloom recedes, the renewed embrace of biotech M&A highlights a pivot back toward the innovation-driven spending required to sustain growth post-pandemic.

BMS Kicks Off Buying Spree With $13.2B Turning Point Deal

Bristol Myers Squibb fired the starting gun on big-ticket biopharma deals in October, announcing a $5.8 billion purchase of Mirati Therapeutics (MRTX). The buyout delivered a 122% premium in order to land Mirati’s promising portfolio of precision cancer medicines.

Market observers viewed the unsolicited, $58 per share bid as a credible benchmark of intrinsic value vigilantly researched by a strategic acquirer. Immediately in the deal aftermath, similar development-stage oncology names rallied sharply as traders priced in new takeout probabilities.

In fact, suitors moved swiftly to capitalize on improved biotech sentiment, with Horizon Therapeutics agreeing to a $26.4 billion around the same time. The transaction marked 2023’s largest healthcare buyout, further reinforcing peak valuations remain attainable for commercial-stage rare disease names.

Scaling Up to Compete in Gene Therapy

Gene therapy remains one especially alluring area for dealmaking despite lofty price tags. These ultra-rare disease medicines come with cure potential that commands premium sales and reimbursement pricing power.

Recognizing the imperative to bulk up gene therapy capabilities, Pfizer ponied up $5.4 billion to reinforce its genetic medicines pipeline through the acquisition of French outfit Vivet Therapeutics. The move added Vivet’s promising gene therapy for Wilson disease, along with manufacturing strengths across multiple delivery mechanisms.

And gene editing pioneer Sangamo Therapeutics is selling off its cell therapy assets to Sanofi for $700 million as it refocuses efforts around in vivo gene insertion. The deal hands Sanofi disruptive cell therapy technology utilizing precisely engineered zinc fingers to correct disease-causing mutations.

Analysts say more buyouts centered on next-gen platforms are likely on the horizon as drug developers vie for leadership in areas forecast to reshape therapeutic spaces.

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

Private Capital Eagerly Steps in to Back Innovation

Beyond M&A from strategic acquirers, private equity firms have swooped in to capitalize on depressed biotech valuations. The robust dry powder levels built up during the boom years leave private investors eager to allocate while achieving advantageous cost bases.

Among notable deals, Angel Pond Capital teamed up with life science investor OrbiMed to take gene therapy biotech Generate Biomedicines private for $478 million. The transaction represented a 130% premium to ensure locking up Generate’s base editing technologies believed to be capable of correcting over 75% of known point mutations.

In cybersecurity and enterprise software, sponsor-led take privates had utterly dominated deal flow in 2022. But order books are now once again filling up with biotech buyouts from special purpose acquisition vehicles, highlighting a normalization in deal dynamics after last year’s freeze-out from rate-sensitive private market valuations.

Market Recovery Taking Shape

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.

Meanwhile, the fund-raising backdrop continues improving for earlier stage biotechs as well after deal activity all but shuttered for much of 2023. Multiple debt offerings and venture rounds have successfully priced in recent months, ensuring the all-important continuity of innovation cycling.

With fundamentals stabilizing and access to capital normalizing, the environment for biopharma dealmaking has markedly improved. Expect the momentum to carry through 2024 as drug developers position through M&A for the next, post-pandemic leg higher while private capital readily supports compelling technologies at discounted prices. The long-term health of the biotech ecosystem depends on transactions advancing today’s high-potential assets, and the industry appears to have emerged from its lull ready to strike the necessary deals.

Integra Bets on Ear, Nose, and Throat Growth With $280 Million Acclarent Purchase

Medical device maker Integra LifeSciences announced today it will purchase Acclarent, a leader in ear, nose and throat (ENT) technologies, from Johnson & Johnson’s Ethicon division for $275 million upfront plus future regulatory milestones. The deal values Acclarent at approximately 2.5 times sales, with the company generating $110 million in revenues during 2022.

For Integra, the acquisition provides an opportunity to significantly expand its footprint beyond neurosurgery and establish the company as a major player in the attractive ENT specialty devices segment. The global ENT market is projected to grow at a 5-6% clip annually, adding an estimated $1 billion in addressable market opportunity for Integra.

Acclarent brings to Integra pioneered balloon dilation platforms for treating chronic sinusitis as well as novel treatments for Eustachian tube dilations. Its flagship products are the only FDA-approved stents for maintaining sinus openings after surgery. Acclarent also provides image guidance systems to assist surgeons with minimally invasive procedures.

The company maintains strong brand awareness and deep clinical relationships after rebuilding its commercial presence following a period of declining sales between 2017-2020.

Integra management sees substantial room for additional share gains in ENT given Acclarent’s leadership in balloon dilation and the generally fragmented supplier landscape in ENT today. The global sinus dilation devices market alone is projected to reach $3.5 billion by 2030, providing a sizable growth pipeline for Acclarent’s portfolio.

Strategic and Financial Benefits

The acquisition furthers Integra’s strategy to complement its legacy strength in neurosurgery with scaled positions across faster-growth clinical applications adjacent to its core.

Integra aims to replicate its #1 share in dural repair for neuro procedures by becoming one of few dominant players in ENT. The company believes the combination of its commercial infrastructure and Acclarent’s innovative portfolio can support above-market growth for the foreseeable future.

Financially, Acclarent is being acquired at an attractive upfront valuation of 2.5 times sales. Integra management expects the deal will be immediately accretive to earnings per share after closing.

Acclarent generated gross margins in line with Integra’s overall company average in 2022, providing opportunities for further margin expansion from operating leverage as the business scales.

The transaction also comes at a time when medtech valuations have declined from their pandemic peaks, enabling Integra to obtain Acclarent at what it believes to be an opportunistic price.

Cultural and Portfolio Fit

Integra CEO Jan De Witte highlighted the cultural alignment between both organizations and focus on restoring patient lives as key rationales behind the deal.

De Witte said, “Acclarent’s culture of pioneering technologies aligns with Integra’s legacy of innovation to transform care and restore patients’ lives. We are looking forward to welcoming the Acclarent employees to the Integra team. Together, we can make a profound impact on the future of ENT and neurosurgery.”

Acclarent will operate as part of Integra’s $1.3 billion Codman Specialty Surgical division focused on neurosurgery. Integra sees substantial opportunities for its neurosurgery and ENT sales teams to collaborate on treating certain brain tumors by leveraging skull base surgical approaches.

Integra also gains access to a robust ENT product development pipeline, including next-generation surgical staplers, powered sinus surgery technologies, and potential new indications for Acclarent’s balloon dilation platforms.

Acclarent’s R&D and regulatory expertise will help accelerate Integra’s internal efforts to bring new generations of minimally invasive surgery products to market.

Smooth Post-Close Integration

Integra expects to retain Acclarent’s entire workforce as part of ensuring a smooth organizational transition after the deal closes. The company aims to operate Acclarent as an independent business unit during the near-term while integrating back-office functions.

Manufacturing operations will continue to be outsourced to third parties and Integra anticipates no supply chain disruptions to Acclarent’s product availability.

The transaction is projected to close by the second quarter of 2024, subject to customary antitrust and regulatory clearances globally. Transition services agreements will provide additional support for up to four years following deal closure.

By maintaining continuity of strategy, personnel and manufacturing, Integra hopes to achieve targeted revenue and cost synergies from the integration of Acclarent, while continuing its above-market growth trajectory in the ENT segment. The addition of Acclarent’s portfolio and innovative roadmap makes this transaction an important step forward in Integra’s strategy to complement leadership in neurosurgery with scaled positions in some of medtech’s most attractive and fastest-growing markets.

Eagle Bulk Shipping to Merge with Rival to Create Dry Bulk Behemoth

Dry bulk shipping company Eagle Bulk Shipping (EGLE) announced Sunday night that it has agreed to an all-stock merger with sector peer Star Bulk Carriers Corp. (SBLK). The deal will create one of the world’s premiere owners of dry bulk vessels with a combined fleet of 169 ships worth over $2 billion.

Under the terms of the agreement, Eagle shareholders will receive 2.6211 shares of Star Bulk for each Eagle share they currently hold. With Star Bulk shares closing at $19.95 on Monday, December 11, this values Eagle stock at $52.29 per share. Compared to Eagle’s actual close of $46.19 on Monday, this deal premium comes out to 13%.

Powerhouse in Making

The merger brings together two already sizable dry bulk fleets under one umbrella to better compete on costs and provide customers integrated solutions. For example, the combined entity can offer both Capesize vessels ideal for long haul bulk transport as well as Supramax ships designed for flexibility.

With over 150 million deadweight tonnage (DWT), the new entity will rank among the top five largest publicly-traded dry bulk owners globally. Management estimates at least $50 million per year in cost savings through operational synergies, consolidated corporate overhead, and improved purchasing leverage with suppliers.

And the company will maintain an industry-leading balance sheet with net debt of $1.4 billion equaling a reasonable 37% of its $2.1 billion capitalization. The merger therefore sets up the new Star Bulk as a dominant player in dry bulk shipping both in scale and efficiency. Noble Capital Markets Senior Research Analyst Michael Heim states in his latest research report that “the combined market capitalization of $2.1 billion and fleet of 159 ships makes it one of the largest in the world.”

Modern, Eco-Friendly Fleet

Critically, Star Bulk inherits an even more modern and environmentally-friendly fleet from Eagle. The average vessel age will drop to 11 years versus 14 years currently. Eagle’s ships were built at top-tier Asian shipyards known for quality and efficiency.

Just as important, Eagle has been an early and enthusiastic adopter of exhaust gas scrubbers which reduce harmful emissions. In fact, 97% of the combined fleet will now have these scrubbers installed well positioning the company for impending environmental regulations.

Maintaining a modern, eco-friendly fleet is increasingly important to winning business from customers like commodities giants Glencore and Trafigura who value corporate responsibility. So the transaction gives Star Bulk key competitive advantages on this front.

Market Perform on Limited Remaining Upside

With significant strategic rationale behind the merger, the analyst still downgraded Eagle stock to a Market Perform with limited additional upside. Specifically, they dropped their price target to $52 simply reflecting the implicit deal price.

So while the merger appears to make industrial sense and places fair long-term value on Eagle, investors shouldn’t expect much added price appreciation from current levels. Of course, there is a small chance the merger fails to close as anticipated allowing shares to diverge back downward.

But assuming smooth sailing through the expected close in 1H 2024, Eagle shareholders can take comfort in the 13% premium and exciting combined company outlook. This sets up Eagle owners to become owners in the industry’s next dry bulk titan.

Take a moment to take a look at more research on Eagle Bulk Shipping by Noble Capital Markets Analyst Michael Heim.

Endeavor Energy Partners Exploring Potential $30 Billion Sale

Endeavor Energy Partners, the top privately-held oil and gas producer in the prolific Permian Basin of west Texas and New Mexico, is considering a sale that could value the company at an astonishing $25-30 billion, according to a recent Reuters exclusive.

The news comes fresh off the heels of some absolutely massive M&A action among public oil independents, with the $60 billion tie-up between ExxonMobil and Pioneer Natural Resources followed by Chevron announcing the $50+ billion purchase of Hess Corp. Now the private players are looking to capitalize on the consolidation wave by monetizing their substantial acreage as well.

Driving the potential multi-billion dollar valuation is Endeavor’s premier 350,000 net acre position in the coveted Midland sub-basin, the sweet spot of the larger Permian. With oil prices still hovering near $80 per barrel despite recession fears, there remain plenty of companies willing to pay up for high-quality acreage that can drive efficient growth for years to come. And Endeavor’s assets definitely check those boxes.

The Visionary Behind Endeavor’s Rise

Endeavor traces its roots back 45 years when Texas oilman Autry Stephens founded the small independent. The 85-year old Stephens grew the company through shrewd acreage acquisitions and by managing costs tightly with vertically integrated services businesses.

Now with retirement on the horizon, Stephens has apparently decided that the time is right to capitalize on the current market enthusiasm and secure his life’s work’s future by selling Endeavor to one of the large public independents like an Exxon or Chevron. Certainly Stephens’ estate and early investors would realize a tremendous windfall from such a deal.

While Endeavor has reportedly considered offers before, this time the process seems to be progressing firmly with investment bankers at JP Morgan already preparing marketing materials for potential buyers. So while there’s no guarantee that Endeavor finds a buyer or completes a sale, things have moved beyond the tire-kicking stage.

Ripe for the Picking by “Big oil”

As mentioned previously, Endeavor’s footprint in the core of the Permian Basin makes the company a logical target for any number of deep-pocketed suitors from major integrateds to large E&Ps looking to expand their presence.

And most of the likeliest buyers like Exxon, Chevron, and ConocoPhillips have all recently pulled off huge, multi-billion dollar deals to consolidate acreage while still leaving their balance sheets relatively unscathed. Using their equity and maintaining strong investment grade credit ratings remains paramount for the majors.

For example, Chevron structured its takeover of Hess Corp such that the $50 billion price tag amounted to less than half of its current cash position. So the company would have no issues stepping up to buy another large, complementary Permian pure-play.

Of course Exxon is in the same boat having expertly engineered the Pioneer acquisition to be immediately accretive to earnings and cash flow. So whileAbsorbing all of Endeavor’s 350k acres might be a bridge too far for XOM, the supermajor could easily swallow a chunk of the company or join a consortium.

Not to be outdone, ConocoPhillips recently closed its buyout of existing partner Lime Rock’s 50% stake in the Canadian Surmont oil sands project proving its appetite for sizable deals remains healthy. CEO Ryan Lance has also been vocal about wanting to bulk up the company’s Permianpresence over the long term giving it both the strategic rationale and financial means to pursue Endeavor.

Each of these independent E&Ps seem well suited to provide a soft landing for founder Autry Stephens’ life work. Endeavor has quietly built up a world class asset base that now looks poised to fetch an exceptional valuation and secure a new, well-heeled owner. So investors will be following the sales process closely as a potential deal would recalibrate the consolidation environment. Of course, we will have to wait and see what 2024 ultimately has in store for one of the Permian’s great growth stories.

AbbVie’s $8.7 Billion Acquisition of Cerevel Therapeutics: A Game-Changer for Neuroscience Innovations

Pharmaceutical giant AbbVie made a huge splash in the neuroscience space this week with the announcement of its definitive agreement to acquire clinical-stage biotech Cerevel Therapeutics for $8.7 billion. This transforms AbbVie’s position in neuroscience and adds multiple late-stage assets to its pipeline that could drive significant growth over the next decade.

At $45 per share in cash, AbbVie is paying a hefty premium for Cerevel, reflecting its belief in the blockbuster potential of the company’s pipeline. Cerevel has built an impressive roster of new compounds for psychiatric and neurological conditions—areas where AbbVie already has an established presence with treatments for Parkinson’s disease and migraine but now gains even more scale.

The crown jewel of the deal is emraclidine, an investigational antipsychotic for schizophrenia and other psychiatric disorders that could set a new standard of care. Currently in late-stage development, emraclidine has shown early signs of superior efficacy and safety compared to existing schizophrenia meds. With schizophrenia impacting over 5 million people across developed markets, emraclidine represents a multibillion-dollar opportunity for AbbVie commercially.

Beyond emraclidine, Cerevel has a range of other clinical-stage neuro assets that strengthen and complement AbbVie’s pipeline. These include tavapadon for Parkinson’s, CVL-354 for depression, and darigabat for epilepsy—all of which have potential for best-in-class status in their respective categories.

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

According to AbbVie’s chairman and CEO Richard Gonzalez, “Our existing neuroscience portfolio and our combined pipeline with Cerevel represents a significant growth opportunity well into the next decade.” He notes AbbVie’s global commercial infrastructure can help accelerate these drugs to market globally.

Gonzalez has orchestrated a highly successful strategy for AbbVie centered around building global therapeutic franchises in immunology, oncology, and aesthetics. Adding neuroscience as a fourth core franchise has been an ambition for awhile. Between Humira facing biosimilar competition and the need to fuel AbbVie’s next chapter of growth, this acquisition is a strategic step to position neuroscience as a more prominent piece of the puzzle.

For Cerevel, the buyout represents a major win and validation of the platform they have built. As CEO Dr. Ron Renaud comments, “Cerevel has always been committed to transforming what is possible in neuroscience…with AbbVie’s long-standing expertise in developing and commercializing medicines on a global scale, Cerevel’s novel therapies will be well positioned to reach more people.”

Wall Street is reacting positively to the deal announcement, with shares of both companies rising 3-4% the day it was announced. Investors recognize the growth implications and are cheering AbbVie’s move to recharge its pipeline.

While the deal is expected to close in 2024 pending approvals, it marks the continuation of a surge in biotech M&A driven by the appetite of large pharmas to augment their portfolios externally. With over 200 neuroscience programs in mid- to late-stage industrywide across CNS disorders, neurological treatments are having a moment right now. For AbbVie, the Cerevel transaction cements its intent to be at the forefront in capturing this opportunity.

Medical Device Company Laborie Acquires Urotronic for Innovative Prostate Treatment Technology

Portsmouth, New Hampshire-based medical device manufacturer Laborie Medical Technologies announced it has acquired Minnesota company Urotronic in a deal worth up to $600 million. The acquisition provides Laborie entry into the interventional urology market and adds Urotronic’s novel Optilume drug-coated balloon technology to its product portfolio.

The definitive agreement was signed on September 6, 2023 with an upfront payment of $255 million in cash to close the deal. Up to $345 million more is payable based on certain commercial and reimbursement milestones being achieved.

Optilume is a minimally invasive surgical therapy (MIST) that combines mechanical dilation with delivery of the chemotherapy drug paclitaxel to treat urinary tract conditions like urethral strictures and benign prostatic hyperplasia (BPH), also known as enlarged prostate.

BPH affects over 40 million men in the United States alone and the global market for BPH treatment is valued at over $4 billion. Current surgical interventions for BPH like transurethral resection of the prostate (TURP) or laser procedures can have side effects and long recovery times.

Optilume has already gained FDA approval and CE Mark in Europe for treating BPH. This regulatory clearance, along with positive clinical data showing good safety and efficacy, were key factors in Laborie’s decision to acquire Urotronic.

The Optilume technology represents a paradigm shift in how urologists can treat patients suffering from BPH and urethral strictures. Rather than invasive surgery or permanent implants, the drug-coated balloon can be inserted cystoscopically and then inflated to dilate the urethra and deliver the paclitaxel to the tissue. The minimally invasive approach leads to fast patient recovery compared to other options.

Take a moment to take a look at Noble Capital Markets’ Medical Device Research Analyst Gregory Aurand’s coverage list.

According to Laborie Medical President and CEO Michael Frazzette, “There has never been a minimally invasive, combination drug-device therapy like Optilume before, leading to a highly disruptive, paradigm change for physicians treating urethral strictures and BPH.”

Urotronic CEO David Perry likewise noted that “Backed by positive clinical data, the Optilume BPH therapy is truly groundbreaking as the only MIST option that doesn’t require cutting, burning, steaming or a permanent implant.”

The Urotronic acquisition represents a strategic move for Laborie Medical Technologies to push further into the global urology market. Laborie is focused on high-growth segments including urology, gastroenterology, gynecology, and obstetrics.

According to Patricia Industries, which owns Laborie, the deal furthers Laborie’s long-term growth strategy by adding an innovative product with strong potential to its portfolio. Urotronic’s employees and assets will be fully integrated into Laborie Medical after the acquisition.

Laborie itself was acquired by Patricia Industries in 2017 for an estimated $2.4 billion and has gone through a period of rapid growth since then. The company manufactures a range of diagnostic equipment like urodynamic systems as well as therapy products such as electrodes for pelvic floor stimulation.

The global medical device market has seen a surge of M&A activity in recent years. Strategic mergers and acquisitions allow companies to expand their product lines, access new technology, enter new geographic markets, and consolidate to gain economies of scale.

Medtech titan Boston Scientific for example has made 10 acquisitions in the past 5 years totaling over $10 billion to become a leading player in less invasive device treatments. Teleflex likewise acquired Neotract and its novel UroLift system for treating BPH in a $1 billion purchase in 2017.

The closing of the Urotronic acquisition provides another growth milestone for Laborie Medical as it executes its strategy of providing innovative therapeutic solutions to physicians and hospitals involved in urological procedures. Adding Optilume’s promising technology gives it a differentiated offering in the nonsurgical treatment of enlarged prostate and strengthens Laborie’s portfolio for continued expansion in the urology device sector.

AMN Healthcare Expands Its Footprint with Acquisition of MSDR

AMN Healthcare (NYSE: AMN), a prominent player in total talent solutions for healthcare organizations across the United States, has announced its plans to acquire MSDR, marking a significant move in the healthcare staffing sector. The definitive agreement, with a purchase price of $300 million, encompasses two healthcare staffing companies, Medical Search International (MSI) and DRW Healthcare Staffing (DRW), both of which specialize in locum tenens and advanced practices.

Meet the Companies:

MSI, established in 2002, is renowned for its services in placing high-quality healthcare professionals specializing in psychiatry, anesthesia, radiology, and surgery, serving healthcare systems throughout the United States. DRW, founded in 2011, boasts expertise in psychiatry, anesthesia, and surgery placements, making it a valued leader in the locum tenens industry. Notably, Chris Wang, the Chief Executive Officer and Managing Partner of DRW, will continue to contribute as the President of MSDR.

Growth Prospects and Financials:

This strategic acquisition positions AMN Healthcare for substantial revenue growth within the locum tenens sector. In 2022, MSDR generated $104 million in revenue, and the annualized revenue for 2023 stands at approximately $155 million. AMN anticipates the deal to be modestly accretive to adjusted earnings per share (EPS) within the first 12 months of integration.

The acquisition is slated to close in the fourth quarter of 2023, contingent on regulatory approvals and closing conditions. It will be treated as an asset purchase, creating a step-up in the tax basis for the intangible assets acquired.

Expanding Solutions and Expertise:

With the integration of MSDR, AMN Healthcare’s extensive portfolio of solutions is set to expand significantly. Clients will gain access to a larger and more diverse candidate pool, including healthcare professionals specializing in some of the most sought-after and in-demand services.

Moreover, the acquisition brings the wealth of expertise and knowledge of the MSDR team in recruitment, placement, and operations, coupled with candidate matching technology tailored for locum tenens. This move underscores AMN Healthcare’s commitment to delivering high-quality, tailored workforce solutions.

Commentary from Leadership:

AMN Healthcare President and Chief Executive Officer Cary Grace expressed enthusiasm about the acquisition, stating, “We are very excited to welcome the MSDR team into the AMN Healthcare family and expand the workforce solutions available to our clients across the country.” The move signifies a strategic growth opportunity that positions AMN Healthcare as a stronger and more comprehensive player in the healthcare staffing industry, ultimately benefitting both healthcare organizations and the dedicated professionals they serve.

Explore more healthcare and biotechnology stocks covered by Noble Senior Analysts Gregory Aurand and Robert LeBoyer

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

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

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

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

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

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.  

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?

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/