Tag: Merger

Mars Acquires Pringles Parent Kellanova for $36 Billion in 2024’s Mega Deal

Posted on by slightbourne@noblecapitalmarkets.com
Key Points:
– Mars acquires Kellanova for $36 billion, creating a snacking powerhouse
– Deal combines iconic brands like M&M’s, Snickers, Pringles, and Pop-Tarts
– Merger aims to boost market share and navigate changing consumer trends

Mars Inc. has announced its acquisition of Kellanova for a staggering $36 billion, sending shockwaves through the global snack industry. This landmark deal, the largest of 2024, is set to reshape the landscape of the packaged food sector and create a snacking behemoth that combines some of the world’s most beloved brands.

The all-cash transaction, which values Kellanova at $83.50 per share, represents a significant 33% premium over the company’s recent stock price. This bold move by Mars, the family-owned confectionery giant, signals a strategic push to expand its snacking platform and strengthen its position in an increasingly competitive market.

As consumers continue to reach for convenient, branded snacks despite economic pressures, this merger capitalizes on the enduring appeal of household names. The deal brings together Mars’ iconic candies like M&M’s and Snickers with Kellanova’s popular offerings such as Pringles, Cheez-It, and Pop-Tarts. This diverse portfolio positions the combined entity to cater to a wide range of snacking preferences and occasions.

Mars CEO Poul Weihrauch emphasized the company’s commitment to maintaining price stability, stating, “We hope to be able to absorb more costs in our structure and help alleviate the issues we have in an inflationary environment.” This consumer-friendly approach could help the newly formed snacking powerhouse navigate the challenges of price-sensitive shoppers and increased competition from private label brands.

The merger also presents exciting opportunities for global expansion. Kellanova’s strong presence in Africa opens new doors for Mars to introduce its confectionery products to the continent. Conversely, Mars’ established foothold in China could pave the way for Pringles to significantly expand its reach in the world’s most populous market.

Industry analysts view this deal as a potential catalyst for further consolidation in the packaged food sector. As companies seek to achieve economies of scale and enhance their competitive edge, we may see more strategic acquisitions and mergers in the near future.

However, the road ahead is not without challenges. The combined company will need to navigate changing consumer preferences, including a growing demand for healthier snack options. Mars has indicated that about half of its portfolio will consist of “wholesome” snacks, such as low-calorie Special K, Kind bars, and Nutri-grain, addressing this trend.

Another potential hurdle is the impact of weight loss drugs like Ozempic and Wegovy on snack consumption. While Mars currently has no plans to develop products specifically for users of these medications, the company’s diverse portfolio may help mitigate any potential downturn in certain product categories.

As the deal moves forward, subject to regulatory approvals, the snack industry watches with bated breath. The creation of this new snacking giant is poised to reshape market dynamics, influence product innovation, and potentially redefine the way we indulge in our favorite treats.

With the transaction expected to close in the first half of 2025, consumers and investors alike are eager to see how this sweet merger will transform the future of snacking. As Mars and Kellanova join forces, one thing is certain: the snack aisle will never be the same again.

Nano Dimension to Acquire Desktop Metal: A Game-Changer in Additive Manufacturing

Posted on by slightbourne@noblecapitalmarkets.com

The additive manufacturing landscape is set for a seismic shift as Nano Dimension Ltd. (Nasdaq: NNDM) announces its plans to acquire Desktop Metal, Inc. (NYSE: DM) in an all-cash transaction. This merger, expected to close in Q4 2024, promises to create a powerhouse in the 3D printing industry, offering investors a unique opportunity to capitalize on the burgeoning trend of digital manufacturing.

Under the terms of the agreement, Nano Dimension will purchase all outstanding shares of Desktop Metal for $5.50 per share, valuing the company at approximately $183 million. This represents a 27.3% premium to Desktop Metal’s closing price on July 2, 2024. However, investors should be aware that the final price could potentially decrease to $4.07 per share, reducing the total consideration to $135 million, depending on transaction expenses and other factors outlined in the agreement.

The strategic rationale behind this merger is compelling. By combining two complementary product portfolios, the new entity aims to create a comprehensive offering across metal, electronics, casting, polymer, micro-polymer, and ceramics applications. This broader product range is expected to accelerate the industry’s transition from prototyping to mass production, a key growth driver in the additive manufacturing sector.

The merger will also deepen the companies’ penetration in key end markets such as automotive, aerospace/defense, industrial, and medical. The combined entity will serve an impressive roster of blue-chip customers, including Amazon, Tesla, NASA, and the US Army, positioning it at the forefront of industry innovation and adoption.

From a financial perspective, the merged company is projected to have 2023 combined revenue of $246 million, with a notable 28% generated from recurring revenue streams. This recurring revenue component is particularly attractive to investors, as it provides more stable and predictable cash flows. Moreover, the deal is expected to generate over $30 million in run-rate synergies over the next few years, in addition to previously announced cost savings from each organization.

Post-merger, the combined entity is expected to boast a strong cash position of approximately $665 million (or $680 million at the reduced price scenario), providing ample resources for future growth initiatives and R&D investments. This financial strength, coupled with an installed base of over 8,000 systems, positions the new company to capitalize on significant opportunities in services and consumables, further enhancing its recurring revenue potential.

The merger positions the new company as a leader in the rapidly evolving additive manufacturing industry, particularly in the transition from prototyping to high-volume production. Investors should take note of the company’s focus on high-tech, premium margin solutions, which could lead to improved profitability in the long term. The diverse product portfolio and expanded customer base also provide some insulation against industry-specific risks.

However, potential investors should be aware of the challenges that come with such a significant merger. Integration risks, including the consolidation of operations across multiple geographies, could impact short-term performance. Additionally, the transaction is subject to approval by Desktop Metal’s stockholders and regulatory authorities, which introduces some uncertainty. The additive manufacturing industry is also highly competitive and rapidly evolving, which may require continuous innovation and investment to maintain market position.

For investors interested in the additive manufacturing sector and M&A activity, this deal offers an attractive entry point into a potentially transformative merger. The combined company’s strong financial position, diverse product offering, and focus on high-growth areas of digital manufacturing make it a compelling investment proposition. However, as with any merger, investors should closely monitor the integration process and the company’s ability to realize projected synergies. The potential for price adjustments also warrants attention, as it could impact the overall value of the deal.

In conclusion, the Nano Dimension-Desktop Metal merger represents a significant consolidation in the additive manufacturing industry, creating a well-capitalized leader with a comprehensive product portfolio. For investors willing to navigate the inherent risks of M&A transactions, this deal could offer substantial long-term value as the additive manufacturing industry continues its growth trajectory, potentially reshaping the future of manufacturing across multiple sectors.

AI Revolution in Healthcare: Simplify Healthcare Acquires Virtical.ai

Posted on by slightbourne@noblecapitalmarkets.com

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

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

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

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

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

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

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

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

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

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

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

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

Eskay Mining and P2 Gold Merge to Become New Golden Triangle Force

Posted on by slightbourne@noblecapitalmarkets.com

In a move to create a new exploration player focused on British Columbia’s mineral-rich Golden Triangle, Eskay Mining Corp. and P2 Gold Inc. have agreed to join forces through an all-share merger. The combined company will also gain a foothold in Nevada’s Walker Lane Trend through P2’s Gabbs gold-copper project.

Under the terms of the deal announced Monday, P2 Gold shareholders will receive 0.2778 Eskay shares for each P2 share they hold. When the transaction closes, expected by October 31st, existing Eskay shareholders will own approximately 80% of the combined company, with P2 investors holding the remaining 20%.

The merger brings together two mineral exploration companies with complementary assets and expertise in prolific mining jurisdictions. Eskay’s flagship asset is its Eskay-Corey property, a large 52,600 hectare land package located in the heart of the Golden Triangle of northwestern British Columbia. This region has gained prominence in recent years due to successful mine developments by companies like Pretivm, Seabridge Gold, and others operating in the area.

P2 Gold, meanwhile, holds the Gabbs project in Nevada’s Walker Lane mineral belt. A 2022 preliminary economic assessment outlined a potentially robust mid-sized open pit mine at Gabbs producing over 100,000 ounces of gold and 13,500 tonnes of copper annually over a 14-year mine life. The deal provides the combined company with a more advanced, development-stage asset to complement Eskay’s exploration upside in the Golden Triangle.

The current Eskay CEO, who will transition to the role of Chair for the merged entity, touted it as a significant step toward finding the next major discovery in the Golden Triangle region. He praised the P2 team’s track record of strong exploration results in the area.

The current P2 President and CEO, who previously helped discover and develop Pretivm’s high-grade Brucejack gold mine in the Golden Triangle, will take the helm as CEO of the as-yet unnamed combined company. P2 has already been contracted to plan and execute the 2024 exploration program at Eskay-Corey under an exploration services agreement.

In addition to exploration upside, the merger is expected to provide improved access to capital markets for funding the advancement of the companies’ project portfolio. As single assets, Eskay and P2’s respective market caps were around C$40 million each, limiting their ability to raise funds for major programs.

One investment manager sees the deal unlocking value, stating the combined company will have much more relevance and reduce single asset risk, putting it on the radar for more institutional investors and funds.

Prior to closing, P2 Gold will settle approximately $1.7 million in outstanding convertible debentures and $1.2 million in shareholder loans through share issuances. The transaction remains subject to shareholder approvals from both companies as well as regulatory and court approvals.

The merger continues the wave of consolidation across the mining sector, as companies seek economies of scale and diversified asset bases. If successful, the combined Eskay-P2 entity will aim to leverage its exploration and development expertise to establish new mines in mining-friendly North American jurisdictions.

AbbVie’s Acquisition of Landos Biopharma Highlights Potential in Small-Cap Biotech

Posted on by slightbourne@noblecapitalmarkets.com

In a strategic move that could have significant implications for the small-cap biotech sector, pharmaceutical giant AbbVie Inc. (NYSE: ABBV) announced its acquisition of Landos Biopharma, Inc. (NASDAQ: LABP), a clinical-stage biopharmaceutical company focused on developing novel oral therapeutics for autoimmune diseases. The deal, valued at approximately $212.5 million including contingent value rights, underscores the growing interest and potential in the small-cap biotech space, particularly in the field of inflammatory and autoimmune diseases.

Under the terms of the agreement, AbbVie will acquire Landos at $20.42 per share in cash upon closing, plus a contingent value right of up to $11.14 per share, subject to the achievement of a clinical development milestone. The acquisition is expected to close in the second quarter of 2024, subject to customary closing conditions, including approval by Landos’ stockholders.

The primary asset driving this deal is NX-13, Landos’ lead investigational asset and a first-in-class, oral NLRX1 agonist with a bimodal mechanism of action. NX-13 is currently in Phase 2 clinical trials for the treatment of ulcerative colitis (UC), a chronic inflammatory bowel disease affecting millions worldwide.

“With this acquisition, we aim to advance the clinical development of NX-13, a differentiated, first-in-class, oral asset with the potential to make a difference in the lives of people living with ulcerative colitis and Crohn’s disease,” said Roopal Thakkar, M.D., AbbVie’s senior vice president and chief medical officer, global therapeutics.

NX-13’s unique bimodal mechanism of action, which is both anti-inflammatory and facilitates epithelial repair, could provide a novel approach to treating UC and other inflammatory bowel diseases. If successful, it could address a significant unmet need in this therapeutic area.

The acquisition underscores AbbVie’s commitment to strengthening its portfolio in inflammatory and autoimmune diseases, which represent a substantial market opportunity. According to estimates, the global inflammatory bowel disease treatment market is projected to reach $8.6 billion by 2027, driven by factors such as increasing prevalence, rising healthcare expenditure, and a growing focus on developing targeted therapies.

For small-cap investors, this deal highlights the potential value and attractiveness of emerging biotech companies with promising pipeline candidates. As larger pharmaceutical companies seek to bolster their portfolios and drive innovation, strategic acquisitions of small-cap biotechs with compelling assets can provide attractive exit opportunities and significant returns for investors.

This acquisition also comes at an opportune time, as Noble Capital Markets’ upcoming virtual healthcare event on April 17-18 will showcase emerging growth companies in the healthcare, biotech, and medical device industries. Investors interested in exploring opportunities in the small-cap biotech space should mark their calendars for this event, which promises to provide valuable insights and potential investment prospects in this dynamic sector.

With the rising interest in novel therapies for inflammatory and autoimmune diseases, the AbbVie-Landos deal serves as a reminder of the potential value that can be unlocked in the small-cap biotech realm. As larger players seek to fortify their pipelines, the spotlight on promising small-cap innovators is likely to intensify, presenting exciting opportunities for investors in this space.

Titan Medical Announces Transformative Merger with Conavi Medical

Posted on by slightbourne@noblecapitalmarkets.com

Toronto-based medical device company Titan Medical Inc. (TSX: TMD) unveiled a definitive agreement to merge with Conavi Medical Inc. in an all-stock transaction that will create a new publicly-traded leader in hybrid intravascular imaging.

The deal, announced on March 18, 2024, will see Titan acquire all of the outstanding shares of Conavi, a commercial-stage firm that has developed the Novasight Hybrid System for guiding minimally invasive coronary procedures. In exchange, Conavi shareholders will receive newly issued shares of Titan.

The merger will constitute a reverse takeover of Titan by Conavi. Upon completion, the combined entity plans to change its name to Conavi Medical Inc. and apply to list its shares on the TSX Venture Exchange after delisting from the Toronto Stock Exchange.

“This planned merger comes at a pivotal moment as we advance the Novasight Hybrid System, unlocking its full potential in the U.S. and globally,” said Thomas Looby, CEO of Conavi. “Gaining public company status will enhance our financial strength and growth strategy.”

Conavi’s Novasight Hybrid system is the first to combine intravascular ultrasound (IVUS) and optical coherence tomography (OCT) imaging modalities, enabling simultaneous and co-registered imaging of coronary arteries. It has regulatory approvals in the U.S., Canada, China and Japan.

Paul Cataford, Interim CEO and Board Chair of Titan, said “Conavi is an exciting commercial-stage company with groundbreaking technology. We are confident in their ability to drive adoption of the Novasight Hybrid System.”

As part of the transaction, Conavi will complete a concurrent equity financing raising between $15-20 million before the deal closes around July 15th. The financing is expected to attract support from institutional investors.

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

Key benefits anticipated for the combined company include a strong balance sheet following the financing, established product capabilities, a proven coronary imaging product being commercialized, a large market opportunity, and increasing user traction.

Under the agreement terms, Titan will consolidate its shares on an agreed ratio prior to the merger. A Titan subsidiary will then amalgamate with Conavi, with Titan issuing new consolidated shares to Conavi shareholders based on an exchange ratio valuing Conavi at $69.84 million pre-money. This ratio will ensure existing Titan shareholders own at least 10% of the combined company.

All officers and certain Titan directors will resign upon closing and be replaced by Conavi nominees. The merger requires approval from shareholders of both companies as well as regulatory approvals. Titan’s board unanimously recommends shareholders vote in favor based on a fairness opinion from its financial advisor.

The transaction marks the culmination of a strategic review process for Titan over the past 15 months. The company previously halted work on its surgical robotics program to conserve cash before pursuing asset sales and IP licensing deals.

With Conavi’s commercial hybrid imaging technology and anticipated financial resources from the merger and financing, the combined company aims to drive market penetration in the fast-growing field of intravascular imaging for coronary procedures. The deal transforms Titan from an R&D-stage firm into a revenue-generating medtech leader.

Exro-SEA $300M Electric Merger: Creating an EV Propulsion Leader

Posted on by slightbourne@noblecapitalmarkets.com

Electric vehicle technology firm Exro Technologies is acquiring e-mobility drivetrain maker SEA Electric in an all-stock $300 million deal. The strategic merger combines two complementary electric propulsion platforms, setting the stage to disrupt the surging commercial EV space.

For investors, the transaction provides Exro with enhanced scale, revenue, and a clear path to profitability. With SEA’s major OEM customers like Volvo and Toyota, over 1,000 EV system orders are forecast for 2024 generating above $200 million sales.

The consolidated entity targets delivery of complete, next-gen propulsion solutions demanded by fleet operators and manufacturers transitioning to electric. Significant synergies, cross-selling opportunities, and cost savings are expected from the integration of the companies’ technologies.

Massive Addressable Market

Exro’s battery control electronics and SEA’s full electric drive systems together optimize EV power, efficiency, and costs. This unique, end-to-end capability unlocks a share of the enormous global commercial EV market.

Market research firm IDTechEx sees the medium and heavy commercial EV market reaching over $140 billion annually by 2031. With increasingly stringent emissions regulations worldwide, electrifying trucks, buses, construction equipment and beyond offers massive potential.

Exro and SEA aim to be at the forefront of this shift providing the integrated propulsion technologies enabling OEMs to electrify their offerings at scale.

Key Customer Wins

A huge value driver is SEA Electric’s multi-year supply agreements with heavy-duty truck leaders Mack and Hino for thousands of initial EV systems. This provides the merged Exro with committed volumes and Tier 1 auto relationships to leverage.

SEA’s proven proprietary technology underwent extensive validation by the major OEMs. Having signed binding long-term deals, SEA Electric immediately thrusts Exro into a commanding competitive position and cash flow generation.

Clear Path to Profitability

Beyond the technology and growth synergies, the transaction offers investors a profitability catalyst for Exro. Management estimates achieving positive cash flow within 12 months post-close given the ramping order book.

This would mark a key inflection point in Exro’s maturation toward becoming a fully self-sustaining EV enterprise. Profitability could further enhance access to capital to fuel expansion efforts.

The merger is subject to shareholder greenlighting, but the strategic fit and near-term income opportunity make a compelling case. With Polestar and others vying in electric commercial vehicles, Exro seizes pole position through its SEA Electric deal.

Take a look at some Century Lithium Corp., a Canadian based advanced stage lithium Company, focused on the growing electric vehicle and battery storage market.

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.

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.

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

Posted on by slightbourne@noblecapitalmarkets.com

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.

Kyowa Kirin Bets on Gene Therapy With $477M Orchard Therapeutics Acquisition

Posted on by slightbourne@noblecapitalmarkets.com

Japan-based pharma Kyowa Kirin has agreed to acquire gene therapy specialist Orchard Therapeutics in a deal worth up to $477.6 million. The buyout aims to strengthen Kyowa Kirin’s emerging presence in the high-potential genetic medicine field.

Under the terms, Kyowa Kirin will pay $16 per Orchard ADS in cash upfront, representing a 144% premium to Orchard’s recent share price. Orchard shareholders will also receive a contingent value right worth an additional $1 per ADS if certain regulatory milestones are met.

The total potential payout values the deal at $477.6 million. Kyowa Kirin expects the acquisition to close in Q1 2024 pending approvals.

Orchard focuses on developing therapies using genetically modified hematopoietic stem cells (HSCs) taken from patients themselves. Its treatments aim to correct the underlying genetic cause of diseases in a single administration.

The company’s lead asset is Libmeldy, approved in Europe for treating a rare metabolic disorder called MLD. It also has two other programs for pediatric neurological conditions in late-stage testing.

Beyond the commercial and near-term pipeline assets, Kyowa Kirin gains Orchard’s HSC gene therapy platform. This technology can be leveraged to develop new treatments for diseases in Kyowa Kirin’s wheelhouse like oncology, autoimmune disorders, and others.

Kyowa Kirin has made gene and cell therapy a priority as part of its vision to deliver transformative new medicines. Orchard’s proven development capabilities and leadership position in HSC gene therapy make it an ideal fit for this strategy.

The high premium paid reflects Orchard’s status as a pioneer in the burgeoning field of genetic medicine. The deal provides Kyowa Kirin immediate scale and expertise in leveraging gene therapy.

Kyowa Kirin also gains commercial infrastructure to support the global launch of Libmeldy. The FDA is currently reviewing Libmeldy for approval in the U.S. with a decision date in March 2024.

Orchard’s two other clinical programs in development also address rare pediatric neurological disorders with immense unmet need. Additional earlier stage preclinical assets add further upside to the pipeline.

The deal continues biotech industry consolidation as large players acquire innovators to reinforce their drug development pipelines. The competition among pharmas for gene therapy assets has intensified as the field matures.

For Orchard investors, the buyout represents a significant premium after a long stretch of the stock languishing. But with cash running low, the company faced challenges transitioning its pipeline programs to commercial status alone.

The deal provides ample resources to continue advancing Orchard’s mission of tackling rare genetic diseases. Kyowa Kirin expects to hit $1 billion in sales from the MLD treatment alone if approved in the U.S.

Gene therapy has disrupted drug development over the past decade with its potential to deliver curative, lifelong treatment through a single administration. As technology improves, dealmaking and R&D in the space continues gaining steam.

Kyowa Kirin is the latest pharma to bet big on gene therapy’s possibilities. If it can successfully harness Orchard’s specialized platform and assets, the deal may pave the way to developing life-changing genetic medicines while delivering solid returns to shareholders.

Standard BioTools and SomaLogic to Merge, Creating $1B Life Sciences Tools Leader

Posted on by slightbourne@noblecapitalmarkets.com

Standard BioTools and SomaLogic have announced plans to unite through an all-stock merger aimed at creating a diversified life sciences tools platform with over $1 billion in equity value. The deal brings together technologies, expertise and customer bases across genomics, proteomics and other omics fields.

Standard BioTools provides genomic analysis tools catering to academic and clinical research settings. SomaLogic specializes in proteomics technology that profiles proteins for biopharmaceutical drug discovery. Their complementary offerings provide scale, synergies, and cross-selling opportunities.

Under the merger agreement, SomaLogic shareholders will receive 1.11 shares of Standard BioTools stock for each SomaLogic share they own. This values SomaLogic at over $370 million based on recent Standard BioTools share prices.

The combined company expects to generate $80 million in cost synergies by 2026 through optimization of its integrated operations. It will also hold over $500 million in cash to fund growth initiatives and new product development.

Standard BioTools CEO Michael Egholm touted SomaLogic’s proteomics capabilities as an ideal fit to accelerate his company’s strategy in the over $100 billion life science tools industry. The deal diversifies Standard BioTools’ portfolio beyond genomics while leveraging its global commercial infrastructure.

SomaLogic provides proteomic analysis that reveals functional expressions of genes, filling a key gap left by genomics. Its SOMAscan platform uses aptamer-based technology to measure thousands of proteins in biological samples.

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

The technology has become an industry leader in enabling biopharma researchers to identify and validate new drug targets. SomaLogic has relationships with nine of the ten largest pharma companies along with partnerships like its recently launched proteogenomics offering with Illumina.

Standard BioTools plans to tap into these biopharma relationships to cross-sell its genomic analysis tools. Meanwhile, SomaLogic can leverage Standard BioTools’ strong presence selling to academic labs. The combined customer base spans nearly all major end markets.

SomaLogic interim CEO Adam Taich called the merger an opportunity to better serve translational and clinical research customers while creating shareholder value. The healthy $500 million cash position provides ample capital to fund the commercial ramp.

Standard BioTools increased its 2023 revenue outlook to $100-105 million following the merger news. SomaLogic maintained its full-year guidance of $80-84 million. Together, the combined entity expects to generate over $180 million this year.

The boards of both companies have unanimously approved the transaction. Major shareholders holding around 16% of Standard BioTools stock and 1% of SomaLogic have also committed support through voting agreements.

The deal is expected to close in the first quarter of 2024 after securing shareholder and antitrust regulatory approvals. The combined company will operate under the Standard BioTools name and stock ticker, with dual headquarters in South San Francisco and Boulder, Colorado.

Standard BioTools has undergone major changes after a period of underperformance, divesting its sequencing business earlier this year. The merger with SomaLogic continues its strategic shift toward life science research tools.

Together, the companies aim to accelerate development of new diagnostics and precision medicines through their multi-omics technology. Providing genomics, proteomics and other readouts on disease samples provides deeper insights to researchers.

With scale, synergies, ample resources, and multi-pronged revenue opportunities, the combined Standard BioTools and SomaLogic expects to occupy a strengthened position in the competitive life science tools space. Their integration marks the continued consolidation in the industry amid rising demand for omics-based research capabilities.

Cancer Drug Developer Immunome To Merge With Morphimmune in Quest For Targeted Therapies

Posted on by slightbourne@noblecapitalmarkets.com

Immunome, a clinical-stage biotech developing novel antibody drugs for cancer, plans to merge with private peer Morphimmune in an all-stock deal. The combined company will unite complementary technology platforms with the goal of creating best-in-class targeted oncology therapies.

Morphimmune brings its proprietary Targeted Effector platform designed to selectively deliver anti-cancer payloads directly to tumor cells. Immunome contributes its human memory B cell interrogation platform that can identify novel antibodies against disease-associated antigens.

The merged entity, which will operate under the Immunome name, intends to submit 3 IND applications within 18 months after the transaction closes. The deal is expected to be completed by the end of 2023.

Leading the charge as new Immunome CEO will be current Morphimmune chief Clay Siegall, an industry veteran who previously founded and led Seattle Genetics for over two decades. Siegall built Seagen into a multi-billion cancer drug company on the back of its antibody-drug conjugate (ADC) technology.

His experience commercializing ADCs, which similarly target treatments directly to tumors, is highly relevant. Siegall called the merger “the first step in establishing a preeminent oncology company.”

The transaction will also bring in $125 million via a concurrent private placement from healthcare institutional investors. Participants include Enavate Sciences, EcoR1 Capital, Redmile Group, and Janus Henderson.

The fresh funding will support advancement of Immunome’s lead asset, a novel IL-38 targeting antibody. It originates from the company’s memory B cell interrogation platform, which sorts through patient blood samples to uncover new therapeutic candidates.

From Morphimmune, a potent TLR7 agonist and radioligand therapy are currently in preclinical testing. The TLR7 program stimulates the immune system against cancer cells when targeted via Morphimmune’s effector platform. The radioligand directly delivers cell-killing radiation.

Siegall highlighted the productive synergy between Morphimmune’s delivery technology and Immunome’s antibody generation engine. The combined company will be able to pursue a wider array of novel targets across multiple therapeutic modalities.

For investors, the merger and additional capital provide Immunome with a deeper pipeline and strengthened financial footing. The $125 million infusion should fund operations well into 2024 even with increased R&D activity.

The more diversified targeted therapy portfolio also helps mitigate risk, with programs based on different mechanisms of action. This provides more shots on goal for achieving clinical success and advancing partnership opportunities.

However, Immunome stock initially fell on news of the deal, indicating some investors were unimpressed by the initial progress made since its August 2020 IPO. The cash position was also becoming strained, likely necessitating the additional financing.

But the opportunity to start fresh under industry ace Siegall may give the story new appeal. His track record of building shareholder value and delivering oncology drugs could reinvigorate Immunome.

The merger puts all the pieces in place to become a fully integrated cancer therapy player. Immunome now has platform technology, industry expertise, development capabilities and a strengthened balance sheet.

Execution will be key, but Siegall’s involvement is about as good as it gets in terms of leadership. For long-term investors, Immunome may offer an intriguing backdoor into the vision of one of biotech’s most accomplished CEOs.