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

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

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

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

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

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.

Biotech Company Abpro Poised for Growth Through Merger with SPAC

Abpro, an emerging biotechnology company developing novel antibody therapies, has entered into a definitive agreement to go public via a merger with Atlantic Coastal Acquisition Corp. II, a special purpose acquisition company (SPAC). The deal values Abpro at $725 million and will provide capital to advance its drug pipeline.

Abpro specializes in leveraging its proprietary technology platform to create next-generation antibody treatments for cancer, eye diseases, and viral infections. The company aims to develop breakthrough immunotherapies to help patients facing life-threatening conditions.

Though Abpro is still in the preclinical phase, it has made significant progress with its pipeline of antibody therapies. Its lead candidates target HER2+ cancers, which include aggressive forms of breast, gastric, and colorectal cancer. Abpro is also pursuing antibodies for COVID-19 treatment and ophthalmic conditions like wet AMD and DME.

Last year, Abpro announced a partnership with South Korea’s Celltrion to further develop ABP 102, an antibody-based treatment for HER2+ cancers. Under the deal, Abpro received a direct equity investment from Celltrion along with eligibility for up to $1.75 billion in milestone payments.

Abpro leverages its DiversImmune platform to design diverse antibody libraries and identify optimal drug candidates. The technology enables more precise targeting compared to conventional antibodies.

Take a look at Noble Capital Markets Senior Biotechnology Research Analyst Robert LeBoyer’s coverage list.

The merger with Atlantic Coastal will provide capital for Abpro to advance its most promising therapies into clinical studies. Abpro also plans to use the funds for business development activities and expanding its pipeline.

Atlantic Coastal is a SPAC focused on finding and merging with high-potential healthcare companies. The transaction is expected to close in Q2 2024, at which point the combined company will trade publicly.

Commenting on the merger, Abpro CEO Ian Chan stated: “This milestone will accelerate getting our therapies to patients needing life-changing treatments.”

Abpro represents an attractive investment opportunity within biotech. Analysts project the global antibody technology market to reach $272 billion by 2030, driven by rising demand for targeted immunotherapies. With its next-generation platform and infusion of growth capital, Abpro is well-positioned to compete in this thriving sector.

The transaction comes amidst a wave of biotech SPAC deals, as pre-revenue companies aim to access public growth financing. With its proprietary technology and strategic partnership in place, Abpro seems poised to leverage this deal to evolve from an R&D startup into a fully integrated biopharma company.

Explore other SPAC Mergers via Spactrac reports from Noble Capital Markets

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Cancer Immunotherapy Developer Calidi Goes Public Via SPAC Merger

Calidi Biotherapeutics has completed its merger with special purpose acquisition company First Light Acquisition Group (FLAG), debuting as a publicly traded cancer immunotherapy company. The combined entity, now named Calidi Biotherapeutics, Inc., will commence trading on the NYSE American under ticker symbols “CLDI” and “CLDI WS” on September 13.

The merger provides Calidi with gross proceeds of approximately $28 million before expenses and debt repayments. This consists of $25 million raised in a concurrent private offering, $1 million in cash from FLAG’s trust, and $2 million in PIPE and non-redemption agreements.

Founded in 2014, Calidi is developing first-in-class immunotherapies using allogeneic stem cells to deliver targeted cancer treatments. The SPAC deal enables the company to continue advancing its pipeline as a publicly listed firm.

Calidi’s lead candidates CLD-101 and CLD-201 leverage proprietary platforms called NeuroNova and SuperNova. Both utilize allogeneic stem cells loaded with oncolytic viruses that directly infect and kill tumor cells.

CLD-101, which employs neural stem cells, is currently in a Phase 1 trial for recurrent high-grade glioma brain tumors. Interim data is expected in 2024. CLD-201 uses mesenchymal stem cells to treat advanced solid tumors, with a Phase 1/2 study slated for 2024.

Take a moment to take a look at PDS Biotechnology, a clinical-stage immunotherapy company developing a growing pipeline of targeted cancer and infectious disease immunotherapies.

According to Calidi CEO Allan Camaisa, the IPO “will allow us to push the boundaries of cell-based virotherapies and continue to research novel ways to eradicate cancer.”

SPACs have become an increasingly popular alternative to traditional IPOs in the biotech sector. Also known as “blank check companies”, SPACs raise capital through an IPO and then merge with a private entity to take it public. This allows the operating company to avoid some of the uncertainty associated with a traditional public debut.

First Light Acquisition Group, led by CEO Tom Vecchiolla, raised $172.5 million in its own IPO in May 2021. The team then sought a merger target that could benefit from the injection of public capital. They ultimately settled on clinical-stage Calidi and its novel immunotherapy approach.

In addition to the SPAC proceeds, Calidi has secured a $10 million forward purchase agreement from several institutional investors. It also intends to execute a $50 million purchase agreement with Lincoln Park Capital Fund.

Between its strengthened balance sheet and non-dilutive financing options, Calidi believes it now has the runway to advance its programs into 2025 without need for further equity funding.

According to Vecchiolla, “We are excited to see Calidi continue to grow as they transition into a public company and look forward to their clinical pursuit of new treatment options for patients everywhere in need.”

The merger completes Calidi’s transformation into a publicly traded company. With shares soon to start trading on the NYSE American under ticker “CLDI”, the company is poised to continue developing its promising immunotherapy candidates for cancer patients in need of new treatment options.

Metalla and Nova Royalty Agree to $190 Million Merger

Metalla Royalty & Streaming Ltd. (TSXV: MTA) (NYSE American: MTA) and Nova Royalty Corp. (TSXV: NOVR) (OTCQB: NOVRF) have announced a definitive agreement to combine in an all-stock deal valued at approximately $190 million. The merger will create a larger royalty and streaming company focused on precious and base metals.

Under the agreement, Nova shareholders will receive 0.36 shares of Metalla for each Nova share they own. This represents a premium of 25% based on recent share prices.

The combined company will hold a portfolio of over 100 royalties and streams on mine projects operated by major miners like Barrick, Newmont, and Glencore. The deal is intended to boost scale, diversify assets, and enhance access to capital.

Nova recently conducted a strategic review process with the goal of maximizing shareholder value. After considering options, the Nova Board determined the merger with Metalla offered the best opportunity.

Both companies’ Boards have unanimously approved the transaction. It still requires shareholder and regulatory approvals before expected completion in late 2023. The merged entity will trade on the NYSE American exchange.

An investment firm called Beedie Capital is investing $15 million and expanding Metalla’s convertible loan facility by $35 million in conjunction with the deal. This will provide capital to fund further acquisitions and growth.

Brett Heath, CEO of Metalla, said the combination creates a clear path to becoming an intermediate royalty company. Nova interim CEO Hashim Ahmed noted the merger provides improved scale, cash flow, and trading liquidity.

The companies believe the increased diversification into copper along with gold and silver will give shareholders exposure to critical metals needed for the energy transition. According to management, the merged portfolio will have peer-leading growth potential.

Take a look at other companies in the materials and mining sector by exploring Mark Reichman’s coverage list.