FT : TPG nears deal to buy German metering company for up to €7bn

TPG nears deal to buy German metering company for up to €7bn
Deal would be one of year’s biggest between private equity firms

US private equity group TPG is nearing a €7bn deal to acquire the German metering company Techem, in a takeover that would rank among the largest such transactions between buyout groups in Europe this year.

TPG may reach an agreement to acquire Techem from Switzerland’s Partners Group for up to €7bn as soon as Monday, according to people familiar with the matter. The timeline might yet slip and no final decision had been taken, they cautioned.

Founded in 1952, Techem now has roughly 60mn devices around the world that offer homeowners and tenants data on their energy and water usage. It has nearly 4,300 employees and generates more than €1bn of total sales, according to its website.

The company is part of a sector that has experienced rising investor appetite as it benefits from the energy transition and consumer shifts towards more sustainable power usage. In the past year, the private equity group KKR acquired the UK’s Smart Metering Systems in a £1.4bn deal.

Private equity groups are also under growing pressure to distribute cash to their backers to compensate for a broader slowdown in initial public offerings and takeovers.

The Singaporean sovereign wealth fund GIC will invest alongside TPG in the deal, according to people familiar with the matter. TPG will make the investment through its TPG Rise Climate fund, which is directed at sustainability-focused investments.

A sale by Partners Group of Techem to TPG would rank among the largest deals between PE firms in Europe this year. The number of transactions has been depressed by uncertainty caused by market turbulence and current high interest rates.

The group is also is in talks to buy a stake in Europe’s largest second-hand fashion site Vinted at a €5bn valuation, the Financial Times has previously reported.

Partners Group led a consortium to acquire Techem in 2018 in a €4.6bn deal. Techem had previously been delisted by Macquarie immediately before the financial crisis.

Partners Group had $149bn in assets under management at the end of June. TPG has $229bn of assets under management.

Representatives for Partners Group and TPG declined to comment. GIC did not immediately respond to a request to comment.

WSJ : UAE’s Adnoc Nears $13 Billion Deal to Buy Germany’s Covestro

UAE’s Adnoc Nears $13 Billion Deal to Buy Germany’s Covestro
The tie-up dovetails with the Middle Eastern energy company’s push into chemical production

An oil producer from the United Arab Emirates is finally set to clinch a $13 billion-plus deal for Germany’s Covestro—a big bet on chemicals as part of its effort to transform into a fully integrated energy company akin to Exxon Mobil and other U.S. majors.

The details
Abu Dhabi National Oil Co., or Adnoc, is likely to announce the deal as soon as this week unless an unexpected snag emerges, people familiar with the matter said. Talks have continued for more than a year, extended by protracted negotiations over price, job protections for Covestro 1COV 1.86%increase; green up pointing triangle employees and other matters.

The takeover gives Covestro a market value of about 11.7 billion euros, equivalent to about $13.1 billion, making this one of the year’s largest deals. In June Covestro said the two sides were holding concrete talks with a possible offer price of €62 a share.

The rationale
Adnoc, which was founded in 1971, is a major producer of oil and gas. It also oversees a network of crude-oil refining facilities and trading and distribution operations, and has expanded into areas such as hydrogen production.

More recently, the company has focused on dealmaking, with mixed success, to push into chemical production as a new source of revenue.

Earlier this year, Adnoc acquired an almost 25% stake in European energy company OMV to accelerate the expansion of its chemicals business. But a bid for a controlling stake in Brazilian petrochemical producer Braskem collapsed in May.

The context
Covestro is one of the world’s biggest producers of polymer materials that are used across industries ranging from the automotive sector to healthcare. The materials are integral to the development of coatings, adhesives, and plastics, among other products. The company operates close to 50 production sites globally and employs almost 18,000, according to its website.

Adnoc’s challenge, though, will be reviving slumping sales and profits in the face of underwhelming demand and prices for Covestro’s products.

Covestro was spun off from Germany’s Bayer in 2015 and listed on the Frankfurt exchange. Sales in the first half of this year fell 3.5% to €7.2 billion from a year earlier and the company swung to a net loss. It said declining demand led to lower selling prices.

FT : Roche plans to launch 13 drugs and slash development costs

Roche plans to launch 13 drugs and slash development costs
Swiss pharma group is a high spender on R&D but has had misses in Alzheimer’s and cancer

Roche is planning to launch 13 medicines by the end of the decade and cut research costs for new drugs by a fifth, according to a strategy update on Monday.

Thomas Schinecker, chief executive of the Swiss pharmaceutical company, outlined a focus on five areas: oncology and haematology, neurology, cardiovascular and metabolic diseases, eye diseases and immune diseases, as part of a shake-up of the company’s research and development.

The company said it would bring 20 drugs with “transformational” potential to the market by the end of the decade, with Schinecker later clarifying that seven have already been launched.

Medicines would have to combine significant therapeutic benefits with commercial opportunities or their research programmes could be axed, he said. The company will also aim to increase the success rate of late-stage phase 3 trials by more than 20 per cent, and cut research costs for each new drug launched by 20 per cent.

“We want to make sure our engine works extremely efficiently,” Schinecker said. “The bar is high.”

Roche has some of the highest research and development spending in the industry but has had a series of recent misses in experimental drugs for Alzheimer’s and cancer.

In choosing areas to focus on, Schinecker said that cardiovascular-metabolic diseases such as heart failure and obesity were the “number one problem” for health systems, followed by oncology and neurology, and that the new drugs would tackle these challenges.

Cardio-metabolic, cancer and neurology diseases will account for 50 per cent of the disease burden for health systems by 2035, compared to 45 per cent currently, the company said.

Roche has long had a strong oncology portfolio through its wholly-owned subsidiary Genentech. In eye diseases, its Vabysmo drug has challenged Bayer’s Eylea for the treatment of several common causes of blindness since its approval in 2022.

But on anti-obesity treatments, a market expected to be worth $130bn by 2030, Novo Nordisk and Eli Lilly have a big head start.

Roche said in July that it would fast-track its experimental anti-obesity drugs, which were acquired in a takeover of biotech Carmot last year. They include a weight-loss injection and a pill that have both completed early, phase 1 trials, though Roche’s shares were hit earlier this month by disappointing data on side effects.

Teresa Graham, the company’s head of pharmaceuticals, said that Roche had secured space at contract manufacturers to produce weight-loss drugs. Both Novo Nordisk and Eli Lilly have struggled to keep up with huge demand.

She added that Roche would continue to look for deals that could help it meet its targets. On Monday, it announced an $850mn deal for Genentech to acquire breast cancer immunotherapy drugs from Regor Therapeutics, a Chinese-American biotech.

It is also speeding up development of treatments for Alzheimer’s disease and inflammatory bowel disease.

As part of its R&D overhaul, Levi Garraway, chief medical officer and head of product development, said that the company was prepared to end programmes that were not getting results, pointing to a decision in July to stop development of tiragolumab, an immunotherapy treatment for non-small cell lung cancer.

The Industry : Why Microsoft Will Likely Keep Its Iron Grip on OpenAI’s Future P

Why Microsoft Will Likely Keep Its Iron Grip on OpenAI’s Future Profits; Newsom’s Strange AI Veto

As OpenAI nears a much-needed capital raise, some investors in the company have privately voiced hope that its largest shareholder and benefactor, Microsoft, will relinquish its rights to a large share of OpenAI’s future profits—an arrangement that effectively lowers the value of shares held by newer investors.

I wouldn’t bet on it.

Microsoft has the power to veto any proposed changes to those profit rights, and its executives haven’t wanted to change them as part of the funding round, according to someone briefed on the deal talks. Notably, Microsoft’s existing deal with OpenAI protects its rights to future profits even if the startup becomes a for-profit company, as it has been planning to do, according to this person.

To be sure, OpenAI is still losing billions of dollars a year, so those profit rights aren’t valuable right now. But its profit potential could improve next year if its $11.6 billion revenue projection turns out to be right.

The profit rights stem from Microsoft’s $10 billion investment in the company early last year. The way it works is that after OpenAI pays its earliest investors—Khosla Ventures, Reid Hoffman’s charitable foundation, the University of Michigan, Y Combinator partner Paul Buchheit and Y Combinator—with its first profits until their principal investment is paid back, Microsoft gets 75% of OpenAI’s profits until its principal investment is paid back ($13 billion in total) and 49% of profits after that until it hits a theoretical cap, which could be 120 times that amount.

The deal also grants Microsoft the right to use OpenAI’s technology in its products and to resell it to its own cloud customers up until OpenAI achieves artificial general intelligence, or AI that is on par with human intelligence, according to both companies. (Defining what exactly constitutes AGI is another question!)

The deal also makes Microsoft OpenAI’s exclusive cloud provider; the current contract runs through 2030 and can only be altered if both Microsoft and OpenAI agree to changes, though the two companies aren’t currently planning on making any such changes, according to the person briefed on the deal talks.

Under OpenAI’s existing structure, once profit distributions reach a cap, future profits would go to the nonprofit that currently governs the company. More recently, OpenAI has planned to convert to a for-profit corporation that’s no longer governed by the nonprofit.

Some investors expect the for-profit conversion could remove caps on profits shared with investors. But even if that happened, the special nature of its deal with OpenAI means Microsoft would retain its dibs on the profits, according to the person familiar with the companies’ agreement.

Some senior Microsoft executives have voiced support for the for-profit conversion, which could theoretically give Microsoft more influence in the form of shareholder voting rights. It’s not clear whether Microsoft would get traditional equity shares under such a plan. (As Semafor recently reported, Microsoft is concerned about antitrust scrutiny from officially owning a piece of OpenAI.)

It would be unusual for a for-profit company to guarantee a share of profits to specific shareholders. Companies typically distribute profits through dividends or share buybacks. But as CEO Sam Altman said last week in a memo announcing several tough personnel departures, OpenAI is “not a normal company.”

Profits or no, OpenAI is still a boon for Microsoft in more ways than one. As we laid out in detail here, the company extracts financial value from OpenAI through all kinds of revenue sharing that boosts its Azure cloud business and beyond.

The Information : Why Waymo Could Speed Past Uber

Why Waymo Could Speed Past Uber

The Takeaway
• Waymo’s gross profit margin may be higher than Uber’s
• Waymo’s biggest expenses include lidar sensors
• Our estimate of Waymo’s valuation is around $110 billion

The race to get self-driving taxis on the road is accelerating. Elon Musk’s Tesla plans to reveal its long-awaited prototype of one such vehicle on Oct. 10, while Alphabet-owned Waymo announced last month that its autonomous vehicles soon would be available for Uber customers in Austin, Texas, and Atlanta.

These moves, along with Waymo’s recent success running a robotaxi service in Phoenix, Los Angeles and San Francisco that it says handles over 100,000 paid rides a week, offer concrete evidence that Waymo could become a viable business for the first time since Alphabet began working on the project more than 15 years ago. Now the question becomes—what is Waymo worth?

Our very rough guesstimate is around $110 billion. Because Waymo is building a robotaxi business, we decided to assess valuation by comparing Waymo to Uber, whose market capitalization is now around $160 billion.

To be sure, Uber is more than just a ride-hailing company: Its Uber Eats food-delivery business has become a major rival to DoorDash. But profits from ride hailing account for roughly 70% of Uber’s total, excluding its small and unprofitable freight business. That suggests the ride-hailing operation is worth at least $110 billion. A more aggressive valuation might compare Waymo to Tesla, which is worth $800 billion, but Tesla’s market capitalization today reflects its leading position in electric vehicles rather than its upcoming robotaxi venture.

In the long run, Waymo could be worth much more than Uber because a driverless taxi company should be cheaper to run than one that employs human drivers. That’s why Uber, under the oversight of co-founder Travis Kalanick, spent billions developing its own self-driving tech, which the company jettisoned to save money after CEO Dara Khosrowshahi took over.

Waymo could undercut Uber and its number two rival, Lyft, on price and lure away swaths of riders. And assuming consumers become comfortable with the driverless technology—which already appears to be happening in San Francisco—the potential for Waymo is high.

We’re likely some ways off from a demonstration of that cost advantage, however. Alphabet doesn’t break out Waymo’s financial results, which makes it hard to know either the unit’s revenue or operating expenses like employee salaries and marketing spending. But we do know that while Waymo doesn’t have human drivers, the technology in the cars may be just as pricey as paying a driver.

The cars need sophisticated detection sensors that enable them to drive autonomously, said JMP Securities analyst Andrew Boone. Those sensors are expensive. For many years Waymo has developed its own lidar sensors, for instance, but to give a sense of the cost, Boone estimated in an August report that a single sensor sold by Luminar Technologies costs around $1,000 today—and each car requires several.

Waymo’s cars also need numerous cameras and radar sensors to guide them. Waymo additionally has to buy the cars, whereas Uber and Lyft mostly rely on the drivers to supply their own vehicles. That all adds up, although it’s not hard to envision a world where all that sensor hardware gets progressively cheaper and better.

That would be good news for shareholders in Alphabet. The parent of Google, along with outside investors such as Silver Lake and Canada Pension Plan, has committed a total of at least $13 billion to Waymo over time.

We’re including The Information’s 2019 estimate that Alphabet had invested $3.5 billion into Waymo by that point, along with subsequent $4.8 billion fundraisings with outside investors, as well as Alphabet’s recent statement that it would put $5 billion into Waymo in the next few years.

At some point Alphabet will want to get a return on that investment, either by spinning the company off or by selling it.

Doubling Down on Ride Hailing

Waymo’s robotaxis may already have higher gross profit margins than Uber’s, based on our very rough estimates using a few assumptions. That’s an important signpost about bottom-line profitability. Gross profit margins reflect the direct costs involved in generating revenue but exclude expenses such as sales and marketing, research and development, and administrative costs, all of which a business can cut in the near term without shutting down. But if a company has low gross margins, it’s tough to make it solidly profitable.

Because it doesn’t have human drivers, Waymo doesn’t have to split any of the fare. Uber’s gross margin, in contrast, reflects the drivers’ cut in a few markets such as the U.K., for regulatory reasons. (In the U.S., in contrast, Uber calculates revenue after paying the drivers’ cut, which means it depresses revenue but not gross margin.)

A big cost for both Uber and Waymo is insurance. Uber, for instance, has said that commercial insurance is the largest cost its fare revenue has to cover. It’s a sizable cost for Waymo as well, analysts estimate.

But they differ about Waymo’s long-term insurance costs. Bank of America’s Justin Post estimates that insurance might cost Waymo around $5,000 a year per car, compared with the $14,000 estimated by JMP Securities’ Andrew Boone.

Right now, Waymo’s insurance expense is likely on the high side, given how new the technology is. But over time, it should come down. Waymo regularly publishes data suggesting that its cars are less likely to cause accidents than cars with human drivers. If the statistics continue to support that, insurers could be expected to cut robotaxi operators a better deal than they do traditional ride-share firms.

Even assuming Waymo pays the higher amount for insurance, and after incorporating reasonable estimates compiled by Post for other costs such as fuel and servicing, we estimate Waymo’s gross margin could be near 70%. That’s based on our estimate that each Waymo robotaxi could generate about $105,000 in annual revenue.

We calculated that by assuming Waymo charges passengers $3.50 per mile, which is roughly on par with the price for other ride-hailing services, according to a June report by Bank of America’s Post. Each car might rack up, say, 150,000 miles in total over its life, which is the mileage limit for certain models of cars in some cities where Lyft operates.

Uber’s gross margins lately have been around 40% by comparison.

The Information : SoftBank to Invest $500 Million in OpenAI

SoftBank to Invest $500 Million in OpenAI

The Takeaway
• SoftBank joins mammoth OpenAI fundraising
• Vision Fund will commit $500 million
• Round values company at $150 billion

SoftBank’s Vision Fund has agreed to invest $500 million in OpenAI’s latest funding round, which values the developer of ChatGPT at $150 billion before the investment, a person familiar with the deal said. The deal represents SoftBank’s first investment in the Sam Altman-led company.

SoftBank joins lead investor Thrive Capital, which is investing over $1 billion in the round. Tiger Global Management, Coatue Management and Microsoft are also participating in the round, The Information reported. United Arab Emirates fund MGX, as well as Dragoneer Investment Group and Nvidia, have also been in talks to invest.

OpenAI is raising $6.5 billion in the round in one of the largest private company financings to date. The company is doing it during a period of tumult. Just last week, Chief Technology Officer Mira Murati announced her resignation. Two other senior researchers later announced their departures. A spokesperson for OpenAI didn’t respond to a request for comment.

SoftBank’s participation shows that despite the turnover there is still demand from large investors to back the company.

SoftBank CEO Masayoshi Son has developed a close relationship with Altman. Altman recently teamed with iPhone designer Jony Ive on a new venture, The Information has reported. Son has been in talks with the pair, though the nature of his involvement is unclear.

WSJ : Glenview Capital Plans Push for Changes at CVS

Glenview Capital Plans Push for Changes at CVS
The hedge fund has taken a large position in the healthcare company, which has seen its shares fall 24% this year to date

A major hedge-fund investor will meet top executives of CVS Health on Monday to propose ways the struggling healthcare company can improve its operations, the potential start of an activist stance by the fund, according to people close to the matter.

The slated meeting, between CVS and hedge fund Glenview Capital Management, comes amid signs investors are turning restless with a company that remains among the best-recognized in the healthcare industry but has seen its shares tumble 24% this year to date.

Larry Robbins, founder of healthcare-focused Glenview, has established a large position in CVS, the people said. The giant healthcare company amounts to about $700 million of his $2.5 billion hedge fund, according to a person familiar with the matter. Glenview owns about 1% of CVS’s shares outstanding.

Glenview’s position is a sign of Robbins’s belief in the company’s potential and his confidence he can get executives to pursue a new path, the person said.

A CVS spokesman said the company “maintains a regular dialogue with the investment community as part of our robust shareholder and analyst engagement program. Beyond that, we cannot comment on engagement with specific firms or individuals.”

CVS told employees on Monday that it would be implementing layoffs as part of a previously announced cost-cutting plan. In an internal memo viewed by The Wall Street Journal, the company said that the move represents less than 1% of its workforce and that most affected workers would be informed this week. A CVS spokesman said that about 2,900 jobs are involved and that they are primarily corporate roles.

The layoffs “will not impact front-line jobs in our stores, pharmacies and distribution centers,” he said.

Robbins is expected to meet with Chief Executive Officer Karen Lynch and others to present ways to energize the company, but not to break up the company, according to the person. In the past, Robbins has suggested ways various healthcare companies can improve their operations and worked with them in a cooperative manner.

Yet he has also been an activist in at least two instances, pushing for board seats while exerting other pressure on executives. Most recently, Glenview pressed Tenet Healthcare to oust four of its board members. The company’s chief executive eventually resigned, amid the pressure.

At least one other hedge fund has also established a significant position in CVS in recent months, seeing value in the company. They, too, may move to pressure the company for change, according to the person.

CVS Health is one of the biggest healthcare companies in the U.S. and a household name, because of its namesake pharmacies. It is the parent of the Aetna insurance business as well as the nation’s largest pharmacy-benefit manager, in addition to its eponymous drugstores.

It has been struggling, cutting its earnings guidance for 2024 several times since late last year. The most recent figure, delivered in August, was down 23% from its original forecast back in December.

The main driver of the recent financial woes is the company’s Medicare business.

Last year, CVS’s Aetna unit placed a big bet on attracting seniors to its Medicare plans, adding hundreds of thousands new enrollees in 2024. The gamble backfired, as its Medicare members racked up more healthcare costs than the company expected and the federal government squeezed payments to private insurers.

CVS has said it is adjusting its approach to the Medicare business for 2025 to bolster its margins and improve its financial performance.

At the same time as the company issued its latest earnings outlook downgrade in August, Lynch promised $2 billion in additional cost cuts and announced that CVS would let go Aetna President Brian Kane, who had been in the job less than a year. She said she would take over Aetna’s management directly, along with CVS Chief Financial Officer Tom Cowhey. Lynch was previously president of Aetna.

CVS is also facing scrutiny of its pharmacy-benefit unit, CVS Caremark, one of three large companies recently sued by the Federal Trade Commission. The FTC has accused the pharmacy-benefit managers of inflating the price of insulin. CVS Caremark and its rivals have said that high prices are the fault of drug manufacturers, and they work to aggressively negotiate discounts for their clients.

Aetna’s problems reflect broader issues across the insurance industry with Medicare Advantage, the private-plan version of the federal program for the elderly and disabled. Competitors have also reported higher-than-expected medical costs and challenges with new federal rules that limit some revenue-bolstering billing practices.

Nikkei : Singapore to 'mop up' finance business leaving Hong Kong: report

Singapore to 'mop up' finance business leaving Hong Kong: report
EIU says Japan and India also to benefit amid Chinese markets' challenges

A recent report published by the Economist Intelligence Unit says, "Singapore has solidified its position as an international financial center, benefiting from China's crackdown on the rival business hub of Hong Kong." (Source photos by Ken Kobayashi)

SINGAPORE -- Japan, India and Singapore are poised to be winners in Asia as Chinese markets continue to be challenged by geopolitical risks, according to a report published last week by research and analysis outfit the Economist Intelligence Unit.

The report assessed prospects for Asian financial hubs amid mounting challenges in international markets as trade disputes between the U.S. and China drag on, while Chinese authorities tighten their grip on Hong Kong.

Amid the global uncertainty, many investors "look to hedge increasing risks in China" by broadening their portfolios to other promising Asian markets, the report highlighted, spurring the rise of financial centers on the receiving end of repositioned capital.

"While geopolitical factors will continue to pose challenges for China and Hong Kong, we believe that capital markets in Japan and India will continue to thrive over the next few years," the EIU report said. "Moreover, Singapore will mop up much of the financial business that is leaving Hong Kong."

Hong Kong has borne the weight of China's increasing oversight. In March, a sweeping law was passed allowing authorities detain and punish anyone found to have the "intent" to damage "national security" -- an extension of legislation Beijing imposed on the financial hub in June 2020 covering treason and insurrection.

"Singapore has solidified its position as an international financial center, benefiting from China's crackdown on the rival business hub of Hong Kong," the report noted. "Record amounts of private wealth and capital have flowed into the city-state, owing to its stability and business-friendly, low-tax market regime."

The report assessed that Hong Kong's "standing has been diminished" by China's actions, as well as the mainland's protracted trade war with the U.S., leading to an "exodus of foreign investments and financial experts."

It added that China's economic woes, fueled by a downturn in real estate and technology, have further undermined confidence in Hong Kong, with the amount of money raised from initial public offerings in the city at a 20-year low.

While Singapore is set to benefit from a pivot away from its rival Chinese hub, the report highlighted that the city-state has its own headwinds, despite its growing pool of international wealth.

"The performance of Singapore's stock exchange has paled in comparison to the success enjoyed by its private markets," the report said. "IPO activity is likely to remain subdued in the second half of 2024."

The EIU assessed that high-growth companies backed by private equity and venture capital may hesitate to go public in a high interest-rate environment, with SGX delistings "frequently" outnumbering listings. The report pointed out that last year, just six companies launched IPOs on the bourse's main board.

Meanwhile, Japan and India may also be buoyed by regional shifts away from China. The EIU noted that in Japan, a sound regulatory framework, well-capitalized commercial banks, and low risks to financial stability are a draw for investors.

In India, the report highlighted that the South Asian country's stock exchanges emerged as global leaders in IPOs last year, with a total of 220 public issues launched, raising $6.9 billion.

"In India, both the Sensex and Nifty 50 indexes rose over 18% by 2023-end," the EIU noted. "India's economic growth, driven by strong manufacturing activity and consumer spending, bolstered market performance."

>>> US Gapping down

Gapping down
In reaction to earnings/guidance
:
  • STLA -13.4% (lowers guidance)
Other news:
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  • BHVN -2% (Initiates Pivotal Trial of Novel Investigational Drug for Treatment of Migraine)
  • ALV -1.9% (retires repurchased shares, decreases number of issued shares)
  • SERV -1.4% (files $200 mln mixed shelf securities offering)
  • CSTL -1.3% (New Data at ASTRO 2024 Shows Castle Biosciences' DecisionDx-SCC Test Provides More Precise Risk Stratification Than BWH Staging Alone to Guide Intensified Treatment for Immune Suppressed Patients with High-Risk Cutaneous Squamous Cell Carcinoma)