Notable Mergers and Acquisitions 9/20: (AGN)/(TBRA) (TSRA)/(DTSI) (TWLO) (ETSY)

September 20, 2016 10:07 AM EDT

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*** Allergan plc (NYSE: AGN) and Tobira Therapeutics, Inc. (Nasdaq: TBRA) announced that they have entered into a definitive agreement under which Allergan will acquire Tobira for an upfront payment of $28.35 per share, in cash, and up to $49.84 per share in Contingent Value Rights (CVRs) that may be payable based on the successful completion of certain development, regulatory and commercial milestones, for a total potential consideration of up to $1.695 billion. The Boards of Directors of both companies have unanimously approved the transaction.

NASH is a severe type of non-alcoholic fatty liver disease (NAFLD), which is characterized by the accumulation of fat in the liver with no other apparent causes.ii NASH occurs when the accumulation of liver fat is accompanied by inflammation and cellular damage.ii The inflammation can lead to fibrosis (scarring) of the liver and eventually progress to cirrhosis, portal hypertension, liver cancer and eventual liver failure.ii

The acquisition adds Cenicriviroc (CVC) and Evogliptin, two differentiated, complementary development programs for the treatment of the multi-factorial elements of NASH, including inflammation, metabolic syndromes and fibrosis, to Allergan's global Gastroenterology R&D pipeline.

"The acquisition of Tobira is a strategic R&D investment within a white space area of our global Gastroenterology franchise and an opportunity to advance the development of novel treatments for NASH," said Brent Saunders, CEO and President of Allergan. "With the increasing rates of diabetes, obesity and other metabolic conditions in the U.S. and in developed nations globally, NASH is set to become one of the next epidemic-level chronic diseases we face as a society. It is important that we invest in new treatments today so that healthcare systems, providers and patients have treatment options to face this challenge in the coming years."

"With this acquisition, Allergan will now have one of the strongest portfolios of development stage programs for the treatment of NASH, with Cenicriviroc as the cornerstone. We will continue to look for differentiated development-stage assets that can bolster this position and enhance our commitment to innovation in this disease," added Saunders.

Cenicriviroc (CVC) is a first-in-class, once-daily, oral Phase 3 ready potent immunomodulator that blocks two chemokine receptors, CCR2 and CCR5, which are involved in the inflammatory and fibrogenic pathways in NASH that cause liver damage and often lead to cirrhosis, liver cancer or liver failure. In the Phase 2b CENTAUR study, CVC demonstrated a clinically and statistically significant improvement in fibrosis of at least one stage without worsening of NASH, one of two key secondary endpoints, after one year of treatment.

The acquisition also adds Evogliptin, an oral DPP-4 (Dipeptidyl peptidase-4) inhibitor for the potential treatment of NASH. Evogliptin is being studied in a Phase 1 trial assessing the safety, tolerability and steady-state pharmacokinetic parameters of the compound when administered with and without CVC. In NASH, increased DPP-4 serum levels and hepatic DPP-4 expression is correlated with disease severity.

"Both the CVC and Evogliptin programs provide highly differentiated compounds that can make a significant impact in the treatment of NASH, where today there are no approved therapies available for patients," said David Nicholson, Chief Research & Development Officer, Allergan. "Importantly, NASH treatment may well require a multi-therapeutic approach to address the multiple factors of the disease. CVC has been shown in clinical trials to provide significant improvement in liver fibrosis, the hallmark of NASH. Liver fibrosis is associated with key long-term outcomes, including overall mortality, liver transplantation and liver-related events. Evogliptin, in preclinical models, has been shown to decrease hepatic glucose production, improve hepatic triglyceride content and steatosis, and reduce histologic markers of inflammation of the liver. Together, these programs provide a highly complementary potential therapeutic approach to address the inflammatory, metabolic and fibrotic elements of NASH that the medical community will need to treat this condition."

"I am extremely excited to see Tobira and Allergan come together," said Laurent Fischer, M.D., Chief Executive Officer, Tobira Therapeutics. "The combination of our team's innovation in the NASH space and the infrastructure, development expertise and world-class ability of Allergan to market medicines will enable us to more rapidly develop and commercialize needed medications for patients suffering from NASH and other serious fibrotic diseases around the world."

"We are delighted that cenicriviroc will be rapidly advancing into Phase 3 studies under the stewardship of Allergan, an industry leader with world class capabilities in advancing novel treatment options to patients across the globe, and I look forward to the future success of this partnership," added Dennis Podlesak, Chairman of the Board of Tobira.

Under the terms of the merger agreement, a subsidiary of Allergan will commence a cash tender offer to purchase all of the outstanding shares of Tobira common stock for $28.35 per share, plus one Contingent Value Right to receive up to $49.84 per share in future payments based on the successful completion of certain development, regulatory and commercial milestones. The closing of the tender offer is subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of the outstanding shares of Tobira common stock. Holders of approximately 36 percent of the outstanding shares of Tobira common stock have entered into an agreement to tender their shares into the tender offer. The merger agreement contemplates that Allergan will acquire any shares of Tobira that are not tendered into the offer through a second-step merger, which will be completed as soon as practicable following the closing of the tender offer. Pending approvals, Allergan anticipates closing the transaction by the end of 2016.

Covington & Burling LLP is serving as Allergan's lead legal counsel. Centerview Partners and Citi are serving as financial advisors to Tobira and Skadden, Arps, Slate, Meagher & Flom LLP and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP are serving as Tobira's legal counsel.

*** Tessera Technologies, Inc. (Nasdaq: TSRA) and DTS, Inc., (Nasdaq: DTSI) announced that they have entered into a definitive agreement under which Tessera will acquire DTS for $42.50 per share, representing a 28% premium to DTS’s 30-day volume weighted average price as of September 19, 2016. The all-cash transaction is valued at approximately $850 million.

The transaction will combine market leading audio and imaging innovators with complementary products, technologies, customer channels and intellectual property assets to enable the creation of an expanded, integrated platform to invent the future of smart sight and sound. Upon completion of the acquisition, the combined company will be one of the world’s leading product and technology licensing companies, with over 450 engineers focused on developing next-generation imaging, audio and semiconductor packaging technologies. In addition, the acquisition adds significant scale and diversifies revenue across end markets and customers. The combined company is forecasted to achieve pro forma 2016 revenue of approximately $450 million, nearly half of which will come from product licensing.

The transaction will be immediately accretive to Tessera’s earnings per share and free cash flow. The combined company is expected to realize $15 million in annualized cost synergies within the first 12-18 months following the closing of the transaction and anticipates revenue synergies from the expansion of addressable markets and leveraging of complementary customer channels and technologies. Tessera intends to fund the acquisition with a combination of available cash on hand and approximately $600 million of committed debt financing from RBC Capital Markets. The combined company will maintain a strong balance sheet with pro forma cash and investments of approximately $100 million. The combined company is expected to generate significant free cash flow that will provide flexibility to retire debt, fund quarterly dividends, explore M&A opportunities, and continue investments into its business units. In order to better reflect the combined company’s capabilities and technologies, a new corporate name and stock symbol will be adopted in connection with the closing of the transaction.

“Our acquisition of DTS’s talented team and industry-leading products will represent a transformational step in the execution of Tessera’s strategic vision, with exciting new product development and marketing opportunities. We expect this acquisition to be immediately accretive to Tessera’s earnings and accelerate growth. Our complementary technology portfolios are ideally suited to deliver the next generation of audio and imaging solutions to mobile, consumer electronics, and automotive markets while expanding our ability to address incredible new opportunities in IoT and AR/VR,” said Tom Lacey, Tessera CEO. “I am particularly excited that Jon Kirchner and the exceptional DTS team will join the Tessera family as we continue to grow and expand the DTS brand.”

“This is an exciting transaction that provides substantial and immediate value to our shareholders. We look forward to working closely with Tom and the Tessera team to achieve a smooth integration and pursuing the attractive opportunities ahead,” said Jon Kirchner, chairman and CEO of DTS. “We believe that as part of Tessera we will be in a unique position to deliver the world’s leading audio and imaging solutions to all of our key markets and drive meaningful value for our combined customers, partners and employees.”

Combined company profile:

  • DTS’s innovative audio solutions include, among others, DTS-HD® and DTS:X™ audio codecs, DTS Headphone:X® and DTS Sound™ pre-and post processing solutions , DTS Play-Fi® wireless audio, and HD Radio™
  • Tessera’s world-class FotoNation®, Invensas and intellectual property businesses, which have developed and licensed technologies that ship globally in billions of devices
  • A major technology presence in the consumer electronics, mobile, automotive and semiconductor markets
  • A superior R&D team made up of over 450 imaging, audio and semiconductor packaging engineers
  • Significant sales channel leverage with immediate mobile and automotive customer cross-selling opportunities
  • At the closing of the transaction, Lacey will continue to serve as CEO and Kirchner is expected to join as President of the combined company.

Transaction Structure and Terms

Under the terms of the definitive agreement, Tessera will acquire DTS in an all cash transaction valued at approximately $850 million. DTS equity awards will be assumed or exchanged for cash upon closing of the transaction, in accordance with the terms of the definitive agreement. DTS stockholders will become entitled to receive $42.50 per share in cash at the time of the closing. Additionally, all of DTS’s outstanding debt will be retired at the closing of the transaction.

The transaction has been unanimously approved by both companies’ respective Boards of Directors. Closing of the transaction is expected by late fourth quarter of 2016 or early first quarter of 2017, and is subject to regulatory approval as well as the approval of DTS’s stockholders and other customary closing conditions.

Advisors

GCA acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Tessera; Centerview acted as financial advisor and DLA Piper LLP acted as legal advisor to DTS.

*** Twilio Inc. (NYSE: TWLO) announced that it has entered into a definitive agreement to acquire proprietary WebRTC media processing technologies built by the team behind the popular Kurento Open Source Project. Upon completion of this transaction, the team behind Kurento will join Twilio to lead the integration of the new technologies and enable the development of advanced video in web and mobile applications. To learn more, visit https://www.twilio.com/blog/2016/09/kurento.html.

Over the next several months following the close of the transaction, the Kurento Media Server capabilities including large group communications, transcoding, recording and advanced media processing will be integrated into Twilio Programmable Video. These new capabilities will enable developers to address the more advanced needs of enterprise and large-scale consumer video applications as well as next-generation video applications such as those involved in augmented reality, computer vision, robotics, and the Internet of Things.

To date, the adoption of video communication has been largely limited to conferencing systems and face-to-face applications for consumers. This is because advanced uses of video that require real-time media processing have been out of reach for mobile and web developers. While the popular WebRTC standard equips developers with client-side technology for adding video, the requisite media server infrastructure is expensive and requires specific technical expertise to implement. The addition of advanced WebRTC media server technology to the Twilio Video platform will change this by enabling API access to real-time media processing. Developers will soon have the ability to analyze, transform, augment, and store audio and video streams to power diverse video applications.

"When we started the Kurento project, we wanted to create a powerful media processing engine built for the world of WebRTC. We knew it would only be successful if we delivered this capability as a cloud service and gave it to developers through a simple and well-built API," said Luis Lopez, CEO and co-founder of the Kurento project. "Twilio has one of the best sets of APIs and joining forces with their team enables us to complete this vision and bring our work to Twilio's million plus registered developer accounts."

"Twilio and the team behind Kurento share a common vision of enabling developers through powerful platforms and straight-forward APIs," said Jeff Lawson, Twilio CEO and co-founder. "As Twilio takes another step on our mission to fuel the future of communications by enabling developers, we're excited to join forces with the builders of Kurento to extend the uses of our video platform. We can't wait to see what developers will build next."

Tikal Technologies, S.L., who originally developed Kurento, will maintain the Kurento Open Source project, and be responsible for managing contributions from the Kurento community. Twilio will work diligently alongside Tikal to maintain and improve the project. This means stabilizing core Kurento functionality, maintaining compatibility with all major WebRTC-compatible browsers, and listening closely to the feedback from the Kurento community. Twilio intends to make sure that the Kurento open source project is a stable foundation for media processing applications into the future.

As part of today's announcement, Twilio is also announcing the planned addition of a new office in Madrid, Spain, the home of the Kurento team. The opening of Twilio's office in Spain will be another step in addressing the global needs of Twilio's customers. The Madrid office will join Twilio's headquarters in San Francisco and additional offices in Bogotá, Dublin, Hong Kong, London, Mountain View, Munich, New York City, Singapore and Tallinn.

The proposed transaction is expected to close in the fourth quarter of 2016. Financial terms of the transaction were not disclosed. Twilio is not updating its guidance for the full year ending Dec. 31, 2016, which it provided on Aug. 8, 2016. The proposed acquisition is not expected to have a material impact on Twilio's results of operations or financial condition for the full year ending Dec. 31, 2016.

*** Etsy, Inc. (Nasdaq: ETSY), which operates marketplaces where people around the world connect, both online and offline, to make, sell and buy unique goods, today announced that it has acquired Blackbird Technologies, Inc. Privately-held, Blackbird has developed proprietary machine learning technology that delivers superior search relevance and recommendations.

Blackbird's novel technology combines images and text using advanced Deep Learning Artificial Intelligence techniques to power a range of search capabilities, including personalized search, ranking, spelling correction and predictive typeahead, to deliver a personalized shopping experience.

"Buyers come to Etsy.com for items they can't find anywhere else and our goal is to help them discover exactly what they want among our 40 million unique listings. Leveraging Blackbird's technology, we believe we can enhance the buyer experience by making search quicker and easier and by surfacing even more relevant, tailored product recommendations," said Chad Dickerson, Etsy, Inc. CEO and Chair. "Our team has already made substantial enhancements to the search & discovery process on Etsy, especially through features like Exploratory Search, and we are excited for Blackbird's world-class team and technology to accelerate our progress in this key area."

Transaction Rationale and Benefits:

  • Blackbird has advanced technology with a proven track record of delivering high-quality search, including:
    • Machine learning that analyzes user behavior, unstructured data, and other variables to suggest relevant and personalized search recommendations;
    • Natural language processing to understand complex search queries;
    • Deep Learning-based image recognition techniques to index and catalogue photos, which help provide more relevant search results; and
    • Spelling correction and predictive typeahead to make searching faster and more intuitive.
  • Blackbird's talented employees, including its co-founders, who serve as the company's CEO and CTO, will join Etsy. The team possesses a deep expertise in Artificial Intelligence, search, and distributed systems and has direct experience working in these areas for some of the largest technology companies in the world.
  • This expansion of Etsy's technical capabilities and search sciences team is expected to accelerate our efforts to further optimize the search experience.
  • In addition, longer-term, we believe there may be opportunities to deploy Blackbird's Artificial Intelligence technology in areas beyond search that will help strengthen our markets and seller services platform.

To keep up on all the Mergers & Acquisitions data in real-time, go to our M&A Insider page.



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