Boston acquires Silk Road in $1.16bn deal

BY Fraser Tennant

In an acquisition that adds innovative technology for stroke prevention to its vascular portfolio, multinational biotechnology firm Boston Scientific Corporation has purchased medical device company Silk Road Medical for $1.16bn.

Under the terms of the definitive agreement, Boston will pay $27.50 for each share of Silk Road held, representing a premium of 27 percent to the stock’s last close. Upon completion of the transaction, Silk Road will become a wholly-owned subsidiary of Boston Scientific.

A medical device company focused on reducing the risk of stroke and its devastating impact, Silk Road has pioneered a new approach for the treatment of carotid artery disease called transcarotid artery revascularization (TCAR).

The TCAR procedure involves accessing the carotid artery through a small incision in the neck and temporarily reversing blood flow away from the brain to prevent plaque from dislodging and causing a stroke. A stent is then placed at the site of the blockage for long-term plaque stabilisation and future stroke prevention.

“The TCAR platform developed by Silk Road Medical is a notable advancement in the field of vascular medicine,” said Cat Jennings, president of vascular, peripheral interventions at Boston Scientific. “The procedure has revolutionised stroke prevention and the treatment of carotid artery disease."

Boston’s acquisition of Silk Road follows its $3.7bn buyout of medical technology company Axonics in January 2024, which gave Boston access to devices used to improve bladder function.

The TCAR system gained US Food and Drug Administration approval in 2015 and is supported by several clinical studies demonstrating a reduced risk of stroke and other complications associated with traditional open surgery. The products sold by Silk Road Medical are the only devices commercially available for use during the TCAR procedure.

The transaction – which has been unanimously approved by Silk Road’s board of directors – is expected to close in the second half of 2024, subject to customary closing conditions.

Ms Jennings concluded: “We believe the addition of the TCAR platform to our vascular portfolio demonstrates our continued commitment to provide meaningful innovation for physicians who care for patients with peripheral vascular disease.”

News: Boston Scientific to buy Silk Road Medical in $1.16 billion deal

HanesBrands sells Champion to Authentic in $1.2bn deal

BY Fraser Tennant

As part of a move to streamline its business and focus on innerwear categories, US multinational clothing company HanesBrands is to sell its sportswear brand Champion to Authentic Brands Group in a deal valued at $1.2bn.

Unanimously approved by the HanesBrands board of directors, the value of the transaction could reach up to $1.5bn through an additional contingent cash consideration of up to $300m based on achievement of performance thresholds.

The move for Champion – which currently operates in more than 90 countries, with more than 40 percent of its business hailing from outside North America – demonstrates Authentic's commitment to expanding its portfolio of iconic sports, lifestyle, entertainment and media brands and will increase its system-wide annual retail sales to more than $32bn worldwide.

“We are excited to acquire Champion, a brand that shares our pioneering spirit,” said Jamie Salter, chairman and chief executive of Authentic. “Over the last few years, the addition of new brands together with the expansion of live events has grown Authentic into a world leading sports and entertainment licensing company. Bringing Champion into the fold further expands our position in this space.”

Upon completion of the transaction, HanesBrands intends to focus on extending its leadership position in the innerwear category and generating above-market growth through continued consumer-centric product innovation and increased investment across its portfolio of leading brands.

“This transaction is the culmination of significant effort by our teams to position all of our brands on the optimal path for the future,” said Steve Bratspies, chief executive of HanesBrands. “Over the past three years, we have taken necessary actions to enhance our operations and financial performance – returning to historical gross margins, reducing our cost structure, lowering our debt levels and generating consistent cash flow.”

The transaction is subject to customary closing conditions and is expected to be completed in the second half of 2024.

Mr Bratspies concluded: “We believe we are in an even stronger position to further extend our leadership in innerwear, pursue new cost reduction opportunities as we ensure we have the right operating structure in place to drive strong shareholder returns.”

News: HanesBrands to sell sportswear business Champion to Authentic Brands in $1.2 bln deal

Cognizant makes $1.3bn Belcan acquisition

BY Richard Summerfield

In a move that will expand its presence in the aerospace, defence, space and automotive sectors, Cognizant Technologies has agreed to acquire digital engineering firm Belcan for nearly $1.3bn in cash and stock.

The transaction is expected to close in Q3 2024, subject to the receipt of required regulatory approvals and other closing conditions. The total purchase price of approximately $1.29bn comprises $1.19bn in cash consideration and a fixed 1.47 million Cognizant shares, with a current value of $97m based on Cognizant’s closing share price on Friday 7 June 2024. The cash consideration is expected to be funded through a mix of cash on hand and debt.

Cognizant said it intends to increase its share repurchase plan to maintain current share count guidance of 497 million for the full year 2024.

“We believe that acquiring Belcan will strengthen Cognizant’s position in the sizable and fast-growing ER&D services market,” said Ravi Kumar, chief executive of Cognizant. “Belcan’s deep engineering capabilities and domain expertise across the aerospace & defense market will be complemented by Cognizant’s scale and own multi-decade digital engineering expertise, providing Belcan’s blue-chip client roster access to our advanced AI, Cloud and Data technologies. We see the opportunity to immediately accelerate revenue growth and create compelling shareholder value through our combined engineering capabilities. Belcan’s clients would gain access to Cognizant’s full suite of technology services, while Cognizant’s clients across the manufacturing, automotive, energy, and high-tech sectors we believe will benefit from Belcan’s engineering skills.”

Lance Kwasniewski, the current chief executive of Belcan, is expected to continue to lead the company, which will operate under the Belcan name as an operating unit of Cognizant.

“We are excited about this unique combination and the value creation it will bring to our customers, along with the opportunities it will provide for our employees” said Mr Kwasniewski. “Cognizant will better position our team to capitalize on compelling tailwinds, including increasing outsourced ER&D spend, the transformative impact of digital engineering adoption rates, robust commercial aerospace demand, and favorable long-term defense and space spending. Belcan’s experienced team has built a growth-oriented business delivering highly complex, mission-critical, scalable services to our long-standing customer base. I look forward to continuing to lead our team as we unite and leverage Belcan’s and Cognizant’s comprehensive services and cross-industry clientele to execute on our collective strategy, ultimately earning the role of our clients’ most trusted partner in intelligent engineering.”

Belcan has been owned by private equity firm AE Industrial Partners since 2015.

Cognizant expects the Belcan deal to deliver over $100m in annual revenue synergies within three years, with additional cost synergies expected over time.

News: Cognizant to acquire Belcan for $1.3 billion

WM to acquire Stericycle in $7.2bn medical waste deal

BY Fraser Tennant

In a transaction that expands its environmental solutions in a growing healthcare market, WM is to acquire fellow medical waste management company Stericycle for approximately $7.2bn.

Under the terms of the definitive agreement, WM will acquire all outstanding shares of Stericycle for $62 per share in cash, representing a premium of 24 percent to Stericycle’s 60-day volume weighted average price as of 23 May 2024.

The acquisition advances WM’s growth strategy, underscores the importance of executing its sustainability initiatives and aligns with its financial goals, including growth in operating earnings before interest, taxes, depreciation and amortisation and cash flow.

Previously known as Waste Management and based in Houston, Texas, WM is driven by commitments to put people first and achieve success with integrity. Through its subsidiaries, WM provides collection, recycling and disposal services to millions of residential, commercial, industrial and municipal customers throughout the US and Canada.

“We have a proven track record of integrating and optimising acquired businesses that benefit our customers and employees and deliver a strong return on investment for our shareholders,” said Jim Fish, president and chief executive of WM. “We look forward to working with the Stericycle team to capture the strategic, customer service, environmental and financial benefits of this acquisition.”

A US-based business to business services company and a leading provider of compliance-based solutions that protect people and brands, promote health and wellbeing and safeguard the environment, Stericycle provides customers in North America and Europe with solutions for regulated waste and compliance services and secure information destruction.

“Our sustained focus and commitment to transforming our business over the past five years has uniquely positioned Stericycle for this transaction,” said Cindy J. Miller, president and chief executive of Stericycle. “This deal creates significant value for shareholders, unlocks new opportunities to deliver diversified services to customers, and supports investment in the growth and development of our team members.”

The transaction has been unanimously approved by the boards of directors of both companies.

Expected to close as early as the fourth quarter of 2024, the transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by a majority of the holders of Stericycle’s outstanding common shares.

Mr Fish concluded: “The acquisition of Stericycle broadens the scope of our service offerings and brings together the leader in solid waste and a premier company in regulated medical waste services.”

News: Waste Management adds medical-waste portfolio with $7.2 bln Stericycle deal

ConocoPhillips strikes $22.5bn Marathon deal

BY Richard Summerfield

ConocoPhillips has agreed to acquire Marathon Oil in an all-stock transaction with an enterprise value of $22.5bn, including $5.4bn of net debt.

Under the terms of the deal, Marathon shareholders will receive 0.2550 shares of Conoco common stock for each share of Marathon common stock held, representing a 14.7 percent premium to Marathon’s closing share price on 28 May 2024, and a 16 percent premium to the prior 10-day volume-weighted average price.

The deal, which is expected to close in the fourth quarter of 2024, subject to the approval of Marathon’s stockholders, regulatory clearance and other customary closing conditions, is the latest in a spate of recent consolidation deals in the oil & gas industry. 2023 saw transactions worth a total of $250bn struck by companies in the space, and significant dealmaking has continued throughout the first half of 2024.

“This acquisition of Marathon Oil further deepens our portfolio and fits within our financial framework, adding high-quality, low cost of supply inventory adjacent to our leading US unconventional position,” said Ryan Lance, chairman and chief executive of ConocoPhillips. “Importantly, we share similar values and cultures with a focus on operating safely and responsibly to create long-term value for our shareholders. The transaction is immediately accretive to earnings, cash flows and distributions per share, and we see significant synergy potential.”

“Powered by our dedicated employees and contractors, we built a top performing portfolio with a multi-year track record of peer-leading operational execution, strong financial results and compelling return of capital to our shareholders - all while holding true to our core values of safety and environmental excellence,” said Lee Tillman, chairman, president and chief executive of Marathon Oil. “ConocoPhillips is the right home to build on that legacy, offering a truly unique combination of added scale, resilience and long-term durability.”

According to a statement announcing the deal, Conoco expects to achieve at least $500m of run rate cost and capital savings within the first full year following the closing of the transaction. Furthermore, independent of the transaction, Conoco expects to increase its ordinary base dividend by 34 percent to 78 cents per share starting in the fourth quarter of 2024.

Upon closing of the transaction, Conoco expects share buybacks to be over $20bn in the first three years, with over $7bn in the first full year, at recent commodity prices.

News: ConocoPhillips to buy Marathon Oil for $22.5 billion in latest energy merger