==-2seventy bio, Inc. (TSVT) to be acquired by Bristol Myers Squibb (BMY)

 

CAMBRIDGE, Mass.--(BUSINESS WIRE)--2seventy bio, Inc. (Nasdaq: TSVT), today announced a definitive merger agreement under which Bristol Myers Squibb (NYSE: BMY) (“BMS”) will acquire all of the outstanding shares of 2seventy bio at a price of $5.00 per share in an all-cash transaction for a total equity value of approximately $286 million, or $102 million net of estimated cash. The deal represents an 88% premium to the closing price of $2.66 on March 7, 2025.

“A year ago, 2seventy decided to exclusively focus on unlocking the value of Abecma, with the goal of delivering more time for people living with multiple myeloma and maximizing value for all stakeholders,” said Chip Baird, chief executive officer, 2seventy bio. “The strategic rationale for this acquisition is clear and today’s announcement represents the culmination of the journey for 2seventy bio. We believe that Abecma will continue to benefit from BMS’ experience and resources to ensure this important therapy is delivered to patients who need it. I would like to express my deep gratitude for current and past 2seventy team members and more broadly the dedicated community of patients, scientists, providers and partners that helped take cell and gene therapy from a complicated idea to reality for patients.”

===Shutterstock (STTK) and Getty Images (GETY) to combine in merger of equals

 

Shutterstock and Getty Images (GETY) to combine in merger of equals

• Getty Images Holdings, Inc. (GETY) and Shutterstock (SSTK) announced that they entered into a definitive merger agreement to combine in a merger of equals transaction, creating a premier visual content company. The combined company, which would have an enterprise value of approximately $3.7 billioni, will be named Getty Images Holdings, Inc and will continue to trade on the New York Stock Exchange under the ticker symbol "GETY".
• On a pro forma 2024 basis the combined company would have an attractive financial profile:
  • Revenue of between $1,979 million and $1,993 million, including 46% of subscription revenue
  • Pre-synergy EBITDA of between $569 million and $574 million
  • Pre-synergy Adjusted EBITDA less capital expenditures of between $461 million and $466 million
  • Pre-synergy net leverage of 3.0x pro forma 2024 pre-synergy EBITDA
• Transaction Details - Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Shutterstock stockholders at close can elect to receive one of the following:
  • $28.84870 per share in cash for each share of Shutterstock common stock they own;
  • 13.67237 shares of Getty Images common stock for each share of Shutterstock common stock they own; or
  • a mixed consideration of 9.17 shares of Getty Images common stock plus $9.50 in cash for each share of Shutterstock common stock they own.
• Expected annual cost synergies between $150 million and $200 million by year three
• Expected to be accretive to earnings and cash flow beginning in year two

===Interpublic Group (IPG) to be acquired by Omnicom (OMC) in all-stock deal

 

Omnicom to acquire Interpublic Group in all-stock deal

• Omnicom (OMC) and The Interpublic Group of Companies (IPG) have unanimously approved a definitive agreement pursuant to which Omnicom will acquire Interpublic in a stock-for-stock transaction.
• Interpublic shareholders will receive 0.344 Omnicom shares for each share of Interpublic common stock they own.
• Following the close of the transaction, Omnicom shareholders will own 60.6% of the combined company and Interpublic shareholders will own 39.4%, on a fully diluted basis. The transaction is expected to generate annual cost synergies of $750 mln.
• The new Omnicom will have over 100,000 expert practitioners. The company will deliver end-to-end services across media, precision marketing, CRM, data, digital commerce, advertising, healthcare, public relations and branding.

==Zuora (ZUO) to be acquired by Silver Lake and GIC for $1.7 billion

(Reuters) - Billing software firm Zuora said on Thursday it has agreed to be acquired by buyout firm Silver Lake and Singaporean wealth fund GIC in a deal valued at $1.7 billion.

Silver Lake and GIC will acquire all outstanding shares of Zuora's common stock at $10 apiece in cash, which represents a premium of 6.2% to its last close.

The offer price is an 18% premium to the closing price on April 16, the last trading day before Reuters first reported Zuora was exploring options after it had received acquisition interest from potential suitors.

Zuora will become a privately held company after the transaction is closed, which is expected in the first quarter of 2025, it said.

The company, founded in 2007, offers billing software and other subscription management tools to enterprise customers, which include cloud computing firm Nutanix and Siemens Healthineers.

Zuora founder and CEO Tien Tzuo will continue to lead the company, which will maintain its headquarters in Redwood City.

Qatalyst Partners is serving as financial adviser to the company's special committee consisting of independent directors of the board and Foros is serving as Zuora's financial adviser.

Zuora had said earlier this year it planned to lay off about 8% of its workforce as part of a broader company-wide cost-cutting drive.

 

About Silver Lake

Silver Lake is a global technology investment firm, with more than $104 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate nearly $243 billion of revenue annually and employ approximately 453,000 people globally.

About GIC

GIC is a leading global investment firm established in 1981 to secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, GIC takes a long-term, disciplined approach to investing and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. Its long-term approach, multi-asset capabilities, and global connectivity enable it to be an investor of choice. GIC seeks to add meaningful value to its investments. Headquartered in Singapore, GIC has a global talent force of over 2,300 people in 11 key financial cities and has investments in over 40 countries. For more information, please visit www.gic.com.sg.

Longboard Pharma (LBPH) to be acquired by Lundbeck for $60.00 per share

Danish drugmaker Lundbeck has agreed to spend $2.6 billion acquiring a young biotechnology company with an experimental brain medicine that could become a blockbuster product.

• Longboard was formed in January 2020 by Arena Pharmaceuticals, Inc. to advance a portfolio of centrally acting product candidates designed to be highly selective for specific G protein-coupled receptors (GPCRs).
• Longboard’s lead asset, bexicaserin, is under development for neurological diseases, including Dravet syndrome.

 

 

 

Longboard Pharmaceuticals to be acquired by Lundbeck (HLUYY) for $60.00 per share in cash 

• H. Lundbeck A/S (HLUYY) and Longboard Pharmaceuticals (LBPH) announced an agreement for Lundbeck to acquire Longboard. Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Longboard common stock, whereby Longboard shareholders will be offered a payment of $60.00 per share in cash. The transaction is valued at approximately $2.6 billion equity value and $2.5 billion (~DKK 17 billion) net of cash, on a fully diluted basis.
  • Through the acquisition of Longboard, Lundbeck gains access to bexicaserin, a novel 5-HT2C agonist in development for the treatment of seizures associated with DEEs, including Dravet syndrome, Lennox-Gastaut syndrome, and other rare epilepsies.
  • Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Longboard common stock, whereby Longboard shareholders will be offered a payment for $60 per share in cash. The cash consideration represents a 77% premium to the 30-day volume-weighted average price of shares of Longboard common stock as of September 30, 2024.

==Arch Resources (ARCH) and Consol Energy (CEIX) to merge into $5.2 billion coal giant

• Arch Resources (ARCH) and Consol Energy (CEIX) announced early Wednesday that the two coal companies have agreed to an all-stock merger. The new company, Core Natural Resources, will reportedly have a market capitalization of approximately $5 billion.
• The merger will create a company controlling 11 mines, including some of the largest, lowest-cost, and highest-calorie domestic assets.
• Both companies have experienced a challenging year, with Consol Energy's shares dropping by 5.8% and Arch Resources' shares declining by 24%, reflecting industry struggles as coal faces increasing competition from renewable energy sources.
  
 

St. Louis-based Arch Resources has a market value of around $2.3 billion. Meanwhile, the Pennsylvania-based Consol Energy has a market capitalization of about $2.8 billion. Both companies produce metallurgical and thermal coal. The merger is expected to close by the end of the first quarter of 2025, according to the press release. Core Natural Resources will trade under a new ticker.

Metallurgical, or coking coal, is a critical ingredient in traditional blast-furnace steel production. U.S. met coal comes from Appalachian region mines and earns a hefty premium to the thermal coal used in power generation.

In 2023, 60% of Arch Resources revenue came from met coal and 40% thermal coal. Meanwhile, Consol reported 48% of revenue from thermal coal, 37% industrial coal and 15% metallurgical coal.

==Kellanova (K) to be acquired by Mars for $83.50/share

• Kellanova (K) to be acquired by Mars for $83.50/share in cash, or total consideration of $35.9 billion, including debt.

(Reuters) - Family-owned candy giant Mars is buying Cheez-It maker Kellanova (K.N), opens new tab in a nearly $36 billion deal, bringing together brands from M&M's and Snickers to Pringles and Pop-Tarts in the year's biggest deal to date.

Mars said on Wednesday it will pay $83.50 per share for Kellanova (K.N), opens new tab, representing about a 33% premium to its closing price on Aug. 2 before Reuters first reported that Mars was exploring a deal for the for the maker of frozen breakfast foods, such as Morningstar Farms and Eggo.

Kellogg's was split into two companies on October 2, 2023, with WK Kellogg Co owning the North American cereal division, and the existing company being rebranded to "Kellanova", owning snack brands such as Pop-Tarts and Pringles alongside the international cereal division. The purpose of the split was to separate the faster growing convenience food, and international cereal products market, from the slower growth North American cereal market. "Kellogg's" itself became a brand name of both companies.

==Revance Therapeutics (RVNC) to be acquired by Crown Laboratories

Revance Therapeutics and Crown Laboratories enter into a merger agreement; Crown will commence a tender offer to acquire all outstanding shares of Revance's common stock for $6.66 per share in cash, representing a total enterprise value of $924million

• Combination provides opportunity to create a leading, innovative, high-growth aesthetics and skincare company Brings together two high-quality, complementary product lines.
• Combined company's flagship brands to include DAXXIFY (toxin), the RHACollection (filler),SkinPen (microneedling), PanOxyl (acne), Blue Lizard (sunscreen), and StriVectin (anti-aging).
• Opportunity for global commercialization capabilities with coverage of >10,000 medicalprofessionals, mass retailers, specialty retailers, club retailers, and an ecommerce channel.
• New product flow potential through internal product development and an integratedmanufacturing operation.
• Experienced leadership team that leverages the strength of both organizations.

****

Update:

Acquisition by Crown Laboratories: In early February 2025, Crown Laboratories completed its acquisition of Revance Therapeutics. The acquisition was part of a tender offer that concluded with Revance being bought out at $3.10 per share, significantly lower than the initial offer of $6.66 per share announced back in August 2024. This deal followed multiple amendments and extensions of the tender offer period, influenced by competing bids and legal disputes.

Legal Challenges: Revance Therapeutics has faced multiple securities class action lawsuits. The allegations center around the company failing to disclose that it was in material breach of its distribution agreement with Teoxane, which led to increased risks of litigation, monetary, and reputational damage. This situation contributed to the delay and uncertainty around the tender offer.

Competing Offers: There was also a competing offer from Teoxane, a strategic partner, at $3.60 per share, which complicated the merger process with Crown Labs. The situation involved negotiations and adjustments to the terms of the acquisition due to these competing interests.

==PetIQ (PETQ) to be acquired by Bansk Group for $31.00 per share

 

PetIQ beats by $0.20, reports revs in-line; to be acquired by Bansk Group for $31.00 per share in all-cash transaction

• Reports Q2 (Jun) earnings of $0.70 per share, excluding non-recurring items, $0.20 better than the FactSet Consensus of $0.50; revenues rose 4.6% year/year to $328.9 mln vs the $330.14 mln FactSet Consensus.
• In a separate press release issued today, PetIQ also announced that it has entered into a definitive merger agreement (the "Agreement") pursuant to which Bansk Group, a consumer-focused private investment firm dedicated to building distinctive consumer brands, will acquire all of the outstanding shares of PetIQ's common stock for $31.00 per share. The proposed all-cash transaction is expected to close in the fourth quarter of 2024, subject to the approval of PetIQ stockholders and the satisfaction of other customary closing conditions.

PetIQ to be acquired by Bansk Group in $31.00 per share in an all-cash transaction

• The cos announced that PetIQ entered into a definitive agreement pursuant to which Bansk Group will acquire all of the outstanding shares of PetIQ's common stock for $31.00 per share, in an all-cash transaction valued at approximately $1.5 billion. PetIQ's Board of Directors (the "Board") has approved the Agreement, which represents a premium of approximately 41% to the 30-day volume-weighted average stock price as of August 6, 2024, the last trading day prior to announcement of the transaction, and a premium of approximately 51% to the closing stock price on that date.
• Transaction Details: The proposed transaction is expected to close in the fourth quarter of 2024, subject to the approval of PetIQ stockholders and the satisfaction of other customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The PetIQ Board recommends that PetIQ stockholders vote in favor of the proposed transaction at the special meeting of stockholders to be held in connection with the agreement. The proposed transaction is not subject to any financing conditions. Upon completion of the proposed transaction, PetIQ's common stock will no longer be listed on the NASDAQ Stock Market, and PetIQ will be privately held and continue to be operated independently by the Company's executive team.

==Chuy's (CHUY) to be acquired by Darden Restaurants (DRI)

 

Darden Restaurants expands into Mexican category with Chuy's acquisition 

• Darden Restaurants (DRI -1.1%) is back on the M&A hunt. Just over a year since its closed on its acquisition of Ruth's Chris Steak House, the company announced last night it will acquire Chuy's (CHUY +48%) for $37.50 per share, a Tex-Mex-inspired full-service casual dining restaurant chain. It's an all-cash transaction with an enterprise value of approximately $605 mln.
• DRI sees Chuy's as complementing its existing portfolio, which includes Olive Garden, LongHorn Steakhouse, Yard House, Ruth's Chris, Cheddar's, The Capital Grille, Seasons 52, Eddie V's and Bahama Breeze. What's notable about Chuy's is that it's Darden's first foray into the popular Mexican dining category.
• Darden describes Mexican as one of the fastest growing dining categories, and Chuy's is the largest full-service operator with strong unit economics. Chuy's currently has 101 restaurants, all of which are company-owned, so no franchisees. Average restaurant sales at Chuy's are $4.5 mln, with an average check of $19 and an impressive restaurant level EBITDA margin of almost 20%. DRI expects to use its scale to drive further cost benefits.
• While CHUY, not surprisingly, is sharply higher on the news, DRI is trading modestly lower. Perhaps investors are worried that Darden is biting off more than it can "Chuy", so soon after it just closed on Ruth's Chris in June 2023. Also, CHUY's shares have been trending lower over the past year as results have not been great. Investors may be balking at DRI paying a huge 48% premium over CHUY's $25.27 closing price yesterday, and all in cash.

-=Aaron's (AAN) to be acquired by IQVentures for $10.10 per share

• Aaron's was founded in 1955 and has been publicly traded since 1982. Charlie Loudermilk, Aaron's founder, developed a unique lease-to-own model with a vision to fill a void for the underserved customer.
 

ATLANTA, June 17, 2024 /PRNewswire/ -- The Aaron's Company, Inc. (NYSE: AAN) ("The Aaron's Company" or the "Company") today announced that it has entered into a definitive agreement to be acquired by IQVentures Holdings, LLC ("IQVentures"), a leading fintech organization, for $10.10 per share in cash, or an enterprise value of approximately $504 million. The price represents a premium of 34.0% over the Company's closing share price of $7.54 on June 14, 2024 and a premium of 35.6% over the Company's 90-day volume-weighted average share price.

==== Marathon Oil (MRO) to be acquired by ConocoPhillips (COP) in $17 billion all-stock deal

• The acquisition of Marathon Oil will extend ConocoPhillips’ reach across shale fields in Texas, New Mexico and North Dakota, adding 2 billion barrels of resources to its portfolio.

• ConocoPhillips expects share buybacks worth $7 billion in the first year after the deal is completed and $20 billion after the first three years.

• ConocoPhillips is the last major U.S. oil company to pull the trigger on a big acquisition as the industry undergoes a wave of consolidation.

 

ConocoPhillips agreed on Wednesday to buy Marathon Oil in an all-stock transaction worth $17 billion that would bolster the company’s shale assets as the broader oil and gas industry undergoes a major wave of consolidation.

The deal will add 2 billion barrels of resources to ConocoPhillips’ inventory in the U.S., extending the company’s reach across shale fields in Texas, New Mexico and North Dakota.

ConocoPhillips is the third-largest U.S. oil company with a market capitalization of $137 billion, while Marathon Oil has a market cap of $14.4 billion.

ConocoPhillips is the last of the top three U.S. oil companies to pull the trigger on a big acquisition as the industry undergoes a transformational wave of consolidation.

Exxon Mobil’s acquisition of Pioneer Natural Resources for $60 billion recently received the greenlight from the Federal Trade Commission. Hess Corporation shareholders voted on Tuesday to advance the company’s $53 billion merger with Chevron

===Deciphera Pharmaceuticals (DCPH) to be acquired by ONO Pharmaceutical for $25.60 per share

 

Deciphera Pharmaceuticals to be acquired by ONO Pharmaceutical for $25.60 per share 

• Deciphera Pharmaceuticals announced that it has entered into a definitive merger agreement with ONO Pharmaceutical Co., Ltd, under which ONO will acquire all outstanding shares of Deciphera common stock for $25.60 per share in cash through a tender offer followed by a merger of Deciphera with a wholly-owned subsidiary of ONO, for a total equity value of $2.4 billion. The boards of directors of both companies have unanimously approved the transaction.
• The Acquisition is structured as a tender offer and subsequent merger of Deciphera with a wholly-owned subsidiary of ONO. Under the terms of the definitive merger agreement, ONO will acquire all outstanding shares of Deciphera for $25.60 per share in cash for a total equity value of approximately $2.4 billion. The purchase price represents a premium of 74.7% to Deciphera's closing share price of $14.65 on April 26, 2024, and a premium of 68.8% to Deciphera's 30-trading-day volume weighted average price as of April 26, 2024.
• Together, ONO and Deciphera will accelerate their shared vision to deliver innovative new drugs and serve patients around the world. Deciphera brings specialized research and development capabilities in kinase drug discovery, well-established commercial and sales platforms in the United States and Europe, and global clinical development capabilities. In addition to QINLOCK - Deciphera's switch-control inhibitor for the treatment of fourth-line gastrointestinal stromal tumor (GIST), which is approved in the United States and over 40 other countries, Deciphera also brings a mature, diverse pipeline of best-or-first in class potential medicines, including vimseltinib, DCC-3116 (an ULK inhibitor) and multiple additional oncology candidates. Vimseltinib is a highly selective switch-control kinase inhibitor with successful pivotal clinical data for the potential to be a best-in-class and first-in-class agent for the treatment of tenosynovial giant cell tumor (TGCT), and potentially other indications. The Acquisition is expected to enable ONO to build a robust presence in oncology, one of its key priority areas, and also support ONO's efforts to become a Global Specialty Pharma company.

==Shockwave Medical (SWAV) to be acquired by Johnson & Johnson (JNJ) for $335.00 per share in cash

• Johnson & Johnson has agreed to acquire Shockwave Medical Inc. in an all-cash deal with an enterprise value of about $13 billion, in a deal that will boost its share of the market for medical devices to treat heart disease.
 

ShockWave Medical: Johnson & Johnson (JNJ) will acquire all outstanding shares of Shockwave for $335.00 per share in cash

• Transaction Benefits - Accelerates sales growth: The acquisition of Shockwave accelerates Johnson & Johnson MedTech's ongoing efforts to increase its presence in high-growth markets with unmet need, while expanding its reach and scale globally. The proposed transaction adds a high-performing business in an underpenetrated category with a strong pipeline and an attractive growth and margin profile. The transaction is expected to accelerate revenue growth for both Johnson & Johnson and Johnson & Johnson MedTech. Shockwave is ultimately expected to become Johnson & Johnson MedTech's thirteenth priority platform, as defined by annual sales of at least $1 billion. Delivers immediate operational accretion: The transaction will be accretive to operating margin for both Johnson & Johnson and Johnson & Johnson MedTech. Johnson & Johnson expects the transaction to be operationally accretive upon closing, but considering the impact of financing costs, is expected to dilute adjusted earnings per share by approximately $0.10 in 2024 and approximately $0.17 in 2025.
• Under the terms of the agreement, Johnson & Johnson will acquire all outstanding shares of Shockwave for $335.00 per share in cash through a merger of Shockwave with a wholly owned Johnson & Johnson subsidiary. Johnson & Johnson expects to fund the transaction through a combination of cash on hand and debt. Johnson & Johnson expects to maintain a strong balance sheet and to continue to support its stated capital allocation priorities of R&D investment, competitive dividends, value-creating acquisitions and strategic share repurchases.
• Following the completion of the transaction, Shockwave will operate as a business unit within Johnson & Johnson MedTech, and financials will be reported within Johnson & Johnson MedTech's Cardiovascular portfolio, which was previously referred to as Interventional Solutions.
• The closing of the transaction is expected to occur by mid-year 2024 subject to the receipt of Shockwave's shareholder approval, as well as the receipt of applicable regulatory approvals and other customary closing conditions. Following completion of the transaction, Shockwave's common stock will no longer be listed for trading on the Nasdaq Global Select Market.

===ContextLogic (WISH) to be acquired by Qoo10 for $173M

 

• ContextLogic, which does business as Wish, has agreed to sell the online marketplace for about $173 million in cash to Singapore-based Qoo10, which operates localized marketplaces in Asia.
• The agreement was forged after “a thorough review of strategic alternatives with the assistance of outside financial and legal advisors,” according to a statement from ContextLogic Board Chairman Tanzeen Syed.
• The deal still needs ContextLogic shareholder approval, but is not subject to any financing contingency and is expected to close during the second quarter, according to a ContextLogic press release. ContextLogic itself will remain a public company.

ContextLogic revealed in November that it was exploring strategic alternatives, amid ongoing revenue declines and losses. Wish has been up against major rivals, including Temu, its much faster-growing key competitor, and Shein, which has “a similar focus on value-oriented consumers,” according to a November research note from UBS analysts led by Kunal Madhukar.

Last year, the company resorted to layoffs of more than 250 employees, affecting 41% of its U.S. workforce and 26% of its international workforce. That followed an attempt the year before to rebrand, a few months after former Foot Locker executive Vijay Talwar’s arrival as CEO. Talwar left after just seven months in the job, and Joe Yan, an operating partner at venture capital firm GGV Capital, took over.

===Chico's FAS (CHS) acquired by Sycamore Partner for $7.60/share

Chico's FAS announces the completion of its acquisition by Sycamore Partner for $7.60/share in an all-cash transaction valued at approximately $1 billion

 

===U.S. Steel (X) to be acquired by Nippon Steel Corporation (NPSCY) for $19.9B or $55.00/share

 

• Cos announced that they have entered into a definitive agreement pursuant to which NSC will acquire U. S. Steel in an all-cash transaction at $55.00 per share, representing an equity value of approximately $14.1 billion plus the assumption of debt, for a total enterprise value of $14.9 billion. The $55.00 per share purchase price represents a 40% premium to U. S. Steel's closing stock price on December 15, 2023. The transaction has been unanimously approved by the Board of Directors of both NSC and U. S. Steel.
• The transaction is expected to close in the second or third quarter of calendar year 2024, subject to approval by U. S. Steel's shareholders, receipt of customary regulatory approvals and other customary closing conditions. NSC plans to fund the transaction through proceeds mainly from borrowings from certain Japanese banks and has already secured financing commitments. The transaction is not subject to any financing conditions.
• NSC to honor all collective bargaining agreements with United Steelworkers Union as part of commitment to maintaining strong stakeholder relations.
• U. S. Steel to retain its iconic name and headquarters in Pittsburgh, PA.
• Transaction represents culmination of U. S. Steel's robust strategic alternatives process.

==Icosavax (ICVX) to be acquired by AstraZeneca (AZN) for $15.00 pre share

 

Icosavax to be acquires by AstraZeneca (AZN) for $15.00 

pre share plus a non-tradable contingent value right to receive up to $5.00 in cash

• Icosavax, Inc. (ICVX) announced it has entered into a definitive agreement pursuant to which AstraZeneca (AZN), through an acquisition subsidiary, will initiate a tender offer to acquire all of Icosavax's outstanding shares for a price of $15.00 per share in cash at closing, plus a non-tradable contingent value right to receive up to $5.00 in cash, payable upon achievement of specified regulatory and net sales milestones.
• The upfront cash portion of the consideration represents an equity value of approximately $838 million and a 43% premium over Icosavax's closing market price on December 11, 2023, and a 73% premium to Icosavax's volume-weighted average price for the preceding 60 trading days. Combined, the upfront and maximum potential contingent value payments represent, if achieved, an equity value of approximately $1.1 billion and a 91% premium over Icosavax's closing market price on December 11, 2023, and a 130% premium to Icosavax's volume-weighted average price for the preceding 60 trading days.
• The closing of the tender offer is subject to certain conditions, including the tender of shares representing at least a majority of the total number of Icosavax's outstanding shares, and other customary closing conditions and regulatory clearances. Upon the successful completion of the tender offer, a subsidiary of AstraZeneca will be merged with and into Icosavax and any remaining shares of common stock of Icosavax will be cancelled and converted into the right to receive the same consideration (including the contingent value right) per share payable in the tender offer. Subject to the satisfaction of the conditions in the merger agreement, the acquisition is expected to close in the first quarter of 2024.

===Cerevel Therapeutics (CERE) to be acquired by AbbVie (ABBV) for $45.00/share in cash

 

AbbVie confirms it will acquire Cerevel Therapeutics (CERE) for $45.00/share in cash; total equity value of approximately $8.7 bln; to be accretive to EPS in 2030

• Under the terms of the transaction, AbbVie will acquire all outstanding shares of Cerevel (CERE 36.93 +1.34) for $45.00 per share in cash. The transaction values Cerevel at a total equity value of approximately $8.7 billion. The boards of directors of both companies have approved the transaction. This transaction is expected to close in the middle of 2024, subject to Cerevel shareholder approval, regulatory approvals, and other customary closing conditions.
• Proposed acquisition adds robust pipeline of assets focused on best-in-class potential for psychiatric and neurological disorders where significant unmet needs remain.
• Cerevel's clinical-stage pipeline complements AbbVie's current on-market portfolio and emerging neuroscience pipeline.
• Emraclidine has the potential to transform the standard of care in schizophrenia and other psychiatric conditions.
• The proposed transaction is expected to be accretive to ABBV's adjusted diluted earnings per share beginning in 2030

==ImmunoGen (IMGN) to be acquired by AbbVie (ABBV) for $10.1 billion

 

AbbVie (ABBV) has agreed to buy ImmunoGen (IMGN) for $10.1 billion in cash, offering a rich premium for the maker of ovarian cancer treatment drug Elahere, the company said Thursday. AbbVie will pay $31.26 per share for IMGN stock. That's a roughly 95% premium to the biotech firm's closing price on Wednesday.

AbbVie, based in North Chicago, Ill., said it expects to complete the acquisition in the middle of 2024.

"The acquisition of ImmunoGen demonstrates our commitment to deliver on our long-term growth strategy and enables AbbVie to further diversify our oncology pipeline across solid tumors and hematologic malignancies," AbbVie Chief Executive Richard Gonzalez said in a statement.

IMGN Stock: Daiichi Competition

On today's stock market, IMGN stock popped 82.8% to close at 29.35. ABBV stock rose 2.8% to 142.39.

Waltham, Mass.-based ImmunoGen is a leader in the field of antibody-drug conjugates (ADCs) for the treatment of cancer.

Elahere is a treatment for patients with a specific form of ovarian cancer. It targets a receptor called folate receptor alpha.

In a note to clients, Truist Securities analyst Asthika Goonewardene said Elahere faces growing competition from Daiichi. "However with a partner like AbbVie, who has much deeper pocket and marketing prowess, we anticipate Elahere will be able to compete better against Daiichi's R-DXd, and leverage its early mover advantage," Goonewardene said.

AbbVie reported third quarter earnings that topped estimates, but sales of its Humira arthritis therapy drug continued to plummet.

During the September quarter, AbbVie earned an adjusted $2.95 per share on $13.93 billion in revenue. Earnings for AbbVie came in better than expectations for $2.87 a share, but skidded 19.4% year over year.

AbbVie's Humira Sales Tumble

Meanwhile, Humira sales tumbled 36% to $3.55 billion following the launch of biosimilar rivals this year in the U.S.

Also, sales of aesthetic treatments, which includes AbbVie's Botox, fell 4.7% on a reported basis to $1.24 billion.

On Nov. 2, ImmunoGen reported better-than-expected earnings and sales, lifting IMGN stock. The company earned 10 cents a share on sales of $113.4 million. In the year-ago period, ImmunoGen lost 31 cents a share. Sales surged 638% year over year.