>>> US Gapping up

Gapping up
In reaction to earnings/guidance
:
  • BLBD +9.2%, CNC +1.2% (guidance)
Other news:
  • ICVX +47.1% (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)
  • GOTU +10.6% (report that the company's shopping channel subs increased on ByteDance)
  • ADCT +9% (Announces Initial Results from Investigator-Initiated Phase 2 Clinical Trial Evaluating ZYNLONTA® in Combination with Rituximab in Patients with Relapsed/Refractory Follicular Lymphoma)
  • TARO +8.4% (agrees in principle to be acquired for $43.00/share)
  • HARP +5.2% (Presents HPN217 Phase 1 Clinical Data in Relapsed/Refractory Multiple Myeloma (RRMM) at ASH 2023 and Announces Selection of Recommended Phase 2 Dose)
  • GERN +4.1% (Phase 3 presentation)
  • IRON +3.6% (Presents Positive Updated Results from Phase 2 BEACON Study of Bitopertin and Other Programs at the 65th American Society of Hematology (ASH) Annual Meeting)
  • WH +3.5% (Choice Hotels (CHH) launches exchange offer to acquire all outstanding shares of Wyndham Hotels & Resorts)
  • SGEN +3.3% (Pfizer (PFE) receives all required regulatory approvals to complete the acquisition of Seagen; Expects to close Seagen acquisition on December 14 2023)
  • HUT +2.9% (provides update on Hut 8's Stalking Horse Bid for four natural gas power plants including the North Bay Bitcoin mine)
  • NOK +2.6% (provides an update on group strategy 2026 comparable operating margin target and preliminary assumptions for 2024)
  • OLPX +2.4% (appoints new CEO)
  • PRU +2% (authorizes $1.0 bln repurchase program)
  • ADMA +1.9% (receives FDA approval for BIVIGAM in the pediatric patient setting for those 2 years of age and older)
  • AZN +1.8% (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)
  • GRCL +1.6% (Presents Updated Clinical Data from FasTCAR-T GC012F Demonstrating Deep and Durable Responses in Newly Diagnosed Multiple Myeloma at ASH 2023)
  • SBLK +1.2% (combining with Eagle Bulk Shipping)
  • SNY +1.1% (releases statement on FTC challenge)
  • RGTI +1% (files $250 mln mixed shelf)
Analyst comments:
  • HUBS +2.3% (upgraded to Overweight from Neutral at Piper Sandler)
  • AMAL +1.6% (upgraded to Overweight from Neutral at JP Morgan)
  • DGX +1.2% (upgraded to Buy from Neutral at BofA Securities)

The Information : Musk Inc.: How the Tesla CEO Harnesses His Companies to Help E



From: Laurent Chekroun (MAKOR CAPITAL MARKET) At: 12/12/23 00:18:20 UTC+1:00
Subject: The Information : Musk Inc.: How the Tesla CEO Harnesses His Companies to Help E
Musk Inc.: How the Tesla CEO Harnesses His Companies to Help Each Other

Last week, Elon Musk’s X began giving subscribers to its premium, advertising-free version access to a new feature: Grok, a sassy artificial intelligence chatbot created by xAI, a separate AI startup that Musk founded. To some, it wasn’t clear why mashing together the chatbot with the service formerly known as Twitter—or for that matter with Tesla products, as xAI has hinted—made sense.

“I don’t see what Grok is solving,” said Ross Gerber, whose firm, Gerber Kawasaki Wealth and Investment Management, holds stakes in X and Tesla, the electric vehicle maker Musk leads.

At the same time, the arrangement was a classic Musk move: He’s using one of his companies to scratch the back of another of his companies. The integration into X could give the chatbot access to the kind of audience most nine-month-old startups can only dream of. It was another example of the porous boundaries between the many companies Musk leads or controls—a half-dozen by last count. Personnel and board members freely float between them. Musk companies are often customers of other Musk companies.

THE TAKEAWAY
The entanglements between the half dozen companies Elon Musk controls or runs are multiplying, raising the risk of conflicts of interest.

Such an unconventional approach can raise red flags for shareholders and regulators about self-dealing. For Musk, this hasn’t been a big issue, in large part because most of his companies are private, with passionate investors who seem unperturbed by his idiosyncrasies. But Tesla, the only publicly traded Musk company, landed in a multiyear shareholder lawsuit after it acquired another startup he controlled, SolarCity. Tesla ultimately prevailed in that case. The entanglements in the Musk ecosystem could become a bigger issue as more of the companies go public over time.

“There seems to be this opinion within Elon’s community that essentially all the companies are one,” said Gerber. “But that’s just not how public companies are run.”

Musk didn’t respond to a request for comment for this story.

The quantity and breadth of Musk’s enterprises has few parallels in modern-day business. He is CEO of Tesla and SpaceX, the 21-year-old rocket company he founded. He is the majority owner of X, which he purchased and took private late last year, and he founded xAI, brain implant startup Neuralink and tunneling startup The Boring Company. And the number of Musk companies is likely to continue to multiply—for example, if SpaceX eventually spins off Starlink, its satellite internet provider, through an initial public offering, as is widely expected.

Just as Musk himself hops between his companies depending on the needs of the day, so do his employees. One of the most striking illustrations of that occurred in the weeks after Musk’s Oct. 2022 acquisition of X, when it was still called Twitter. At least two dozen employees from Tesla, SpaceX and other Musk startups moonlighted at X during that period, according to an org chart obtained by The Information at the time.

Among them were Steve Davis, CEO of The Boring Company and a former SpaceX employee, who took charge of cost cutting at X for a few months following the acquisition. Some of those moonlighting employees still list X and another Musk company as their current employers on their LinkedIn profiles.

Omead Afshar, who worked in the office of the CEO at Tesla, has also done stints at SpaceX’s Starbase factory in Texas and at X, The Information previously reported. Afshar moved roles after he became the subject of an investigation at Tesla over the use of company resources to purchase materials for Musk’s personal use, according to Bloomberg. In September, The Wall Street Journal reported that the Department of Justice is investigating the incident, as well as other perks Musk has received while running the company.

Shivon Zilis, who once worked on Autopilot at Tesla, is now a director at Neuralink and until March served on the board of OpenAI, the AI startup Musk helped co-found in 2015 before severing ties with it in 2018. (Zilis is also the mother of two of Musk’s children.)

One Musk executive, Charles Kuehmann, holds the title of vice president of materials engineering at both SpaceX and Tesla. The two teams share employees and collaborate, Kuehmann has said. Tesla even designed its new Cybertruck to use the same custom stainless steel alloy used in SpaceX’s Starship rocket, according to Musk.

While there’s no outright prohibition against the sharing of personnel and resources between companies, corporate governance experts said instances in which current employees of one Musk company moonlight for another can be problematic.

“The main issue is that it could lead to or it almost always implicates a potential conflict of interest between the owners of the two companies,” said Robert Bartlett, co-director of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford Law School. “So in the context of Tesla and Twitter, for instance, it is a concern to Tesla stockholders that they may be inadvertently subsidizing a different company.”

In the case of Tesla, which faces stricter disclosure requirements as it is public, the company seems to reveal in a securities filing that X has reimbursed it for labor costs of Tesla employees. In 2022, X paid $1 million to Tesla for “certain commercial and support agreements,” and in the first two months of 2023, X paid an additional $400,000 for those services, according to a filing

Tesla’s filings also hint at other ways it shares resources with another Musk company. In 2022, the carmaker paid $800,000 to SpaceX for Musk’s use of a private SpaceX plane for Tesla business, according to the filing.

In some cases, Musk’s companies scratch each other’s backs by buying each other’s products. For example, The Boring Company uses Teslas to transport people in its Las Vegas Convention Center Loop. X, which has hemorrhaged revenue as advertisers have fled for less controversial platforms, counts SpaceX’s Starlink internet service among advertisers that have stuck with it.

Musk’s most serious brush with legal disaster from his entanglements was Tesla’s 2016 acquisition of SolarCity for $2.6 billion. At the time, Musk was the biggest shareholder of SolarCity, an installer of rooftop solar panels that his cousins founded. Some Tesla shareholders filed a $13 billion lawsuit against the carmaker over the deal, arguing that it was tantamount to a bailout for the struggling SolarCity. In June, Delaware’s Supreme Court affirmed a lower court’s ruling on the case in favor of Musk and Tesla.

For Gerber, the most frustrating example of resource sharing is Musk himself. If Gerber had his way, Musk would limit his operational responsibilities to his CEO job at Tesla, rather than running six different companies at the same time.

“It’s really hard to be successful, be a good parent, have friends and family and stay healthy and be a CEO in general, or even just be a successful person,” Gerber said. “He’s in way over his head at this point. And he’s using every resource he can to try to keep everything going.”

Business Of Fashion : Unpacking Macy’s Surprise Buyout Offer

Unpacking Macy’s Surprise Buyout Offer
The department store chain’s stock surged on reports of a $5.8 billion bid. But the potential new owners may be more interested in real estate than fashion.

KEY INSIGHTS
  • Real estate firm Arkhouse Management and asset manager Brigade Capital has offered to purchase Macy’s for $5.8 billion — a 21 percent premium on its closing stock price from last week.
  • Macy's shares soared on the heels of the news, but analysts say the bid is low considering the value of the retailer's real estate assets alone.
  • Going private under new ownership is likely to accelerate Macy's ongoing decline.
  • An offer by a pair of investment firms to take Macy’s private has shareholders excited, but the offer could spell trouble for the fashion industry as a whole, analysts and industry observers say.

At a bid of about $21 per share, real estate firm Arkhouse Management and asset manager Brigade Capital value Macy’s at $5.8 billion — a 21 percent premium on its closing stock price from last week. The Wall Street Journal first reported the news Sunday afternoon, citing people familiar with the matter. A spokesperson for Macy’s declined to comment.

On Monday, Macy’s shares rose 19 percent to close just below the offer price. But the day’s gains may be a sign that investors are hoping for a bidding war, rather than betting on the deal to go through: Macy’s real estate assets alone are worth between $7.5 billion to $11.6 billion, according to Cowen estimates. The Journal also reported that Arkhouse and Brigade would be willing to raise their price if necessary.

More troubling, however, is the question of what Macy’s future would look like if its board were to accept the offer. While Macy’s, like other department stores, has struggled to compete with fast fashion and online retailers in recent years, it remains one of the world’s biggest sellers of apparel, an anchor to hundreds of shopping malls and is a major distribution channel for brands ranging from Calvin Klein to Michael Kors to Estée Lauder. Typical post-buyout moves, such as store closures and layoffs, could result in a smaller, leaner, less-relevant retailer.

“There are a lot of moving parts to Macy’s, and if the buyers intend to spin off the real estate and move the business to mostly online, then Macy’s would lose a lot of its magic,” said Rebecca Duval, retail analyst BlueFin Research.

Why is Macy’s in play?
Given Arkhouse’s expertise in real estate, the firm is likely more interested in the land Macy’s stores sit on rather than the merchandise inside. Other retail buyouts have seen the new owners sell off the most valuable properties and lease back other locations to the brand. Macy’s has some iconic real estate, including its 1 million-square-foot store in Manhattan’s Herald Square and Bloomingdale’s in Midtown.

Such a scenario would almost certainly result in a significant scaling back of Macy’s brick-and-mortar operations (there are nearly 500 Macy’s stores, plus over 200 Bloomingdale’s and Bluemercury locations).

“If you buy a retailer to play financial games with it, to monetise the assets while you as an investor group makes returns, what you’re left with is a company that has all of the problems it had before but now with increased costs because the properties it used to own it now has to pay rent on,” said Neil Saunders, managing director, retail, at GlobalData.

There is a history of real estate firms operating clothing retailers. Simon Property Group, a mall operator, invested in Forever 21, Brooks Brothers and other fallen retailers with Authentic Brands Group. Forever 21 in particular has thrived; the formerly bankrupt fast-fashion brand is teaming up with Shein and operates over 500 stores. The worst case scenario is what happened with Sears and Kmart. Under its hedge fund owner and chief executive Eddie Lampert, the department store was slowly stripped of valuable assets, including Craftsmen Tools, while stores fell into disrepair. The chains, which once operated over 3,500 stores, filed for bankruptcy in 2018 and has about a dozen locations remaining.

Cowen analyst Oliver Chen raised this spectre in a note published Monday, saying the deal could mean the “disassembly of Macy’s as we know it today.”

What’s the case for the acquisition?
Unlike Sears or Forever 21, Macy’s isn’t in need of an immediate rescue, though it has seen better days. In the third quarter, sales fell 7 percent compared with a year earlier, to $5 billion. However, in recent months, the retailer has made progress in improving its inventory position and boosting margins In the third quarter; Macy’s inventory turnover on a trailing 12-month basis was up 16 percent compared to 2019. Duval pointed to an increase in third-party vendors with more favourable terms and positive momentum in its private label business and small-format stores as reassuring signals.

“They’re finding ways to reinvent themselves,” Duval added. “The market is tough right now, but it’s clear Macy’s is running its business effectively.”

Going private could grant Macy’s more time, and more flexibility to continue its turnaround. But if its new owners have other ideas for their new asset — or conclude it’s beyond saving — watch out.

“Macy’s has been in perpetual decline for many years, so there is an argument to say, ‘Why bother?’” Saunders said. “Why not just sell off the bits and monetise as much as you can for investors and let Macy’s fail? It’s a sad conclusion to reach but it’s not an unreasonable premise for an investment thesis.”

FT : US nuclear start-ups battle funding challenge in race to curb emissions

US nuclear start-ups battle funding challenge in race to curb emissions
Reactors pioneered by Oklo, X-energy and NuScale suffer financing setbacks as well as regulatory headwinds

US plans to build up its nuclear industry face big funding and regulatory challenges which could delay a new generation of smaller, more efficient reactors touted by advocates as critical to fighting climate change.

Industry experts told the Financial Times a declaration signed last week by Washington and 21 other nations at the COP 28 climate summit to triple the amount of installed nuclear energy by 2050 was a step forward, given the sector’s ability to provide emissions-free power. But a sharp fall in market support for start-ups developing so-called small modular reactors and other advanced nuclear facilities threaten US ambitions, they said.  

Last month NuScale Power Corp cancelled plans to build the first SMR in the US, despite receiving $1.4bn in government cost-sharing pledges. Not enough power utilities expressed an interest in purchasing electricity from the facility in Idaho when NuScale increased power prices by more than 50 per cent over two years to $89 per megawatt hour.

The setback followed the collapse of a $1.8bn deal agreed between X-energy and special purpose acquisition company Ares Acquisition, which was intended to enable the developer of nuclear technologies to go public.

Now the industry is focused on whether Oklo, a start-up chaired by OpenAI chief executive Sam Altman, can successfully go public via a blank-cheque company announced in July with AltC Acquisition Corp. The merger was proposed at a valuation of $850mn and would provide Oklo with $500mn to develop and commercialise its reactor design.

“There was already some investor aversion surrounding Spacs in general, and then you saw the first SMR cancelled, inflation causing a big increase in costs and X-energy’s deal fall through. So investors are certainly more sceptical,” said Marc Bianchi, analyst at Cowen.

“This would seem to raise the bar for future transactions,” he said. 

The industry is racing to develop SMRs — new types of advanced nuclear reactors that have a power capacity of 300MW or less, which is about a third of standard facilities. Governments and private investors — including Rolls-Royce, GE and Hitachi — have spent billions of dollars to commercialise the technology over the past decade.

But a combination of rising interest rates, inflation and concerns about the nuclear industry’s poor record of delivering projects on time and on budget have dented investor and customer sentiment towards the small but growing cluster of start-ups and other companies in the sector.

Shares in NuScale, which listed via a Spac last year, lost almost a third of their value following the cancellation of its Idaho contract. The shares are down nearly 70 per cent this year.

The problems at NuScale are rippling across the SMR sector.

X-energy, which is backed by chemical giant Dow, was forced to lay off staff last month following its failure to conclude its Spac merger. And the US Defence Logistics Agency confirmed it had rescinded a notice of intent to award a contract to Oklo to provide power for an Alaskan air force base.

Clay Sell, X-energy’s chief executive, said NuScale’s difficulties, combined with macroeconomic factors and war in Ukraine and Gaza, had a chilling impact on its proposed Spac merger.

“When we announced our deal they [NuScale] were trading at a significant premium above their go public price and when we called off the transaction they were below $3,” he said. “So there were certain realities about the market, which . . . put public equity providers in a risk-off situation.”

Despite the headwinds, Oklo said it was confident it could conclude its Spac deal in the first quarter of 2024. Its reactors, which generate 15MW of electricity, enjoy significant advantages over existing technology, including being able to operate for 10 years or more before refuelling.

“There is a lot of value in staying small because it keeps the project in the scope of a manufacturing and installation project, and not a large infrastructure project,” said Jacob DeWitte, Oklo’s chief executive.

Oklo is aiming to build its reactors for under $60mn, a fraction of the cost of the larger utility scale projects that make-up the existing US reactor fleet. They can be located next to industrial customers’ facilities and use factory produced designs, which should dramatically reduce costs.

Cost blow outs and delays have blighted large-scale nuclear projects in recent decades, which has made investors wary of the sector. Georgia Power’s Vogtle Plant faced seven years of delays and a $17bn budget overrun before the first of its two new reactors began operating this year.

Vogtle deployed Westinghouse’s new AP1000 reactor design and was the first nuclear reactor the country has built from scratch in more than three decades. The problems it encountered “reinforced the reputation for negative construction experiences in the United States”, according to The Uncertain Costs of New Nuclear Reactors, a report published on Thursday by Columbia University.

Oklo enjoyed initial success, attracting funding from the US government and fuel from Idaho National Lab to power its first plant in the state, which it hopes will operate from 2027. But like many of the new generation of nuclear start-ups, Oklo has experienced setbacks, as it tries to prove its technology to regulators and raise funds.

Last year the Nuclear Regulatory Commission denied the company’s application to build and operate its Idaho project, saying it did not provide enough information on its reactor design.

DeWitte told the Financial Times the company’s application process was hampered by the pandemic and Oklo is engaging with the commission and expects to file a new application next year.

Adam Stein, director of nuclear energy innovation at The Breakthrough Institute, a Washington-based think-tank, said the existing regulations were not designed to be flexible because they focused on the existing fleet of reactors — typically large 1 gigawatt water-cooled reactors.

“New applicants have to ask for exemptions from specific regulations that are not applicable to their technology, justify why those exemptions are reasonable and hope that the regulator grants them . . . [this] makes it more lengthy, cumbersome and introduces additional regulatory risk.”

The regulatory challenges come in spite of strong bipartisan support in Washington for the nuclear industry.

The Biden administration recently asked Congress to provide $2.16bn to support US-based companies seeking to boost enrichment and conversion capacity for nuclear fuel. It has also ensured nuclear projects are eligible for a 30 per cent tax credit outlined in the Inflation Reduction Act for zero carbon power plants.

Kathryn Huff, assistant secretary for nuclear energy, told the Financial Times that progress has been made but admitted the sector must overcome these near-term challenges if the US and others are able to meet their 2050 emissions reduction goals. At least five to 10 contracts for new build nuclear reactors would need to be finalised in the next few years to enable construction to be completed by 2035.

“There are dozens of American nuclear reactor start-ups, which is just a crazy thing that you wouldn’t have heard 20 years ago when nuclear reactors were the bread and butter of big Fortune 500 engineering firms,” she said.

“[But] in the next two or three years, we need to see those contracts in hand, or else we will not reach the commercial lift-off that is required to get to the amount of clean power we need for 2050.”

FT : Thames Water faces more than £1bn in debt repayments next year

Thames Water faces more than £1bn in debt repayments next year
Refinancing need of UK’s biggest water utility likely to feature during executives’ grilling by MPs on Tuesday

Thames Water is facing more than £1bn in debt repayments next year just as MPs heighten their scrutiny of the utility’s financial health.

About £1.17bn worth of loans, private placement and bonds are expiring in 2024, of which £1.03bn were still owed by the regulated utility and its parent company Kemble Water Holdings at the end of March, according to financial accounts filed in November.

Of that amount, a £190mn facility is owed by Kemble Water and maturing in April 2024, while the rest sits in the regulated company, Thames Water Utility.

Thames Water executives were summoned by MPs on Tuesday to explain why they structured a shareholder cash injection they portrayed as “equity” as a £515mn convertible loan charging 8 per cent. The arrangement was first reported by the Financial Times.

Representatives of the regulator Ofwat will also appear before the parliamentary committee.

Thames Water’s capital structure has been a growing source of concern in recent months. About £15.7bn of debt sits within the regulated part of its byzantine corporate structure.

But the UK’s largest water utility, which provides water and sewerage services to about a quarter of residents in England, has another £2.6bn of debt in its parent company and other unregulated subsidiaries, the accounts show.

This takes the total to £18.3bn on a consolidated basis as of March 31, up from £15.4bn the year before. The group had cash of £1.94bn in March, an increase of £708mn on the previous year, the accounts show.

Thames Water declined to comment on its debt repayments for 2024.

In March, PwC, the company’s auditor, issued a “going concern” warning on Kemble’s accounts, after noting there were no firm arrangements in place to refinance the £190mn loan facility expiring in April next year.

Any refinancing is likely to be at a higher interest rate because interest rates are now higher than when the loans were negotiated. This could force Thames Water to pay bigger dividends to service the debt and ultimately pass on price increases to customers.

Thames Water has said it will need a further £2.5bn in new funding by 2030, in addition to £750mn in equity already pledged by shareholders, subject to price increases approved by Ofwat. Shareholders include pension funds Omers and USS, and the Abu Dhabi and Chinese sovereign wealth funds.

Thames Water has argued that while the £515mn cash injection from shareholders is recorded in Kemble’s accounts as a loan, it trickled down to the “ringfenced” regulated entity as equity.

“There is no obligation to repay this money,” it said, adding it was therefore “entirely correct and accurate to describe this as £500mn of new equity”.

However, Nick Hood, a corporate restructuring adviser at Opus Business Advisory Group, said that if the shareholders’ “loan was equity, it could reasonably have been expected to be described as such in Kemble’s accounts”.

“The only means of repaying the Kemble shareholder loan is by selling the shares in Thames Water Utility Ltd or putting it into special administration if Thames Water Utility Ltd can’t or isn’t allowed by the regulator to pay dividends,” he said.

By structuring it as a loan rather than equity, the shareholders were more likely to have protection in the event of any insolvency, Hood said.

FT : Nigeria’s oil sector hit by an exodus of foreign companies

Nigeria’s oil sector hit by an exodus of foreign companies
As multinationals retreat from the continent’s largest oil producer, local groups jockey for influence

Negotiators from more than 100 countries are scheduled to wrap up talks at the UN COP28 climate summit today, but clashes over the future of fossil fuels look likely to prolong the debate.

A draft agreement circulated on Monday dropped references to the phaseout of fossil fuels, triggering backlash from countries that accuse Saudi Arabia and other petrostates of thwarting efforts to tackle climate change.

“Clearly there is an emerging proactive fossil coalition,” said one senior EU negotiator after the text was released. Our FT colleagues in Dubai reported the UK government called the draft “disappointing”.

Several negotiators said they expected talks on a final agreement to drag on until Wednesday or Thursday.

The US oil industry appears to be growing more confident that demand for fossil fuels will remain resilient for decades to come with Occidental Petroleum inking a $12bn takeover of CrownRock — the latest in a string of high-profile deals in the sector. The Houston-based company backed by Warren Buffett beat rival bidders to secure CrownRock’s shale assets in the Permian Basin.

But our main item comes from Lagos, Nigeria, where the FT’s west Africa correspondent Aanu Adeoye recently interviewed Africa’s richest man, Aliko Dangote, about his mammoth refinery project which is nearing production after years of delays.

He also writes about the challenges facing Nigeria’s oil industry, where international companies are fleeing because of a deteriorating investment climate. — Jamie

Who will fill the void foreign oil has created in Nigeria’s energy sector?
Over the past year, a new phenomenon has been happening quietly in Nigeria’s oil industry: the exodus of international oil companies from all or parts of their operations in the country.

After months of speculation, Norwegian oil company Equinor announced late last month that it had sold its Nigerian entity to a little-known local company Chappal Energies, the end of Equinor’s three-decade association with Africa’s largest oil producer.


It is not an isolated incident. Italy’s Eni announced in September it would sell its onshore subsidiary to Oando, a local company. Before that, China’s Addax sold its four oil blocs to state oil company NNPC last year.

Then there’s US giant ExxonMobil’s plan to sell four onshore oilfields to Seplat, a Lagos and London dual-listed energy company, for about $1.3bn. While former president and oil minister Muhammadu Buhari had originally approved the deal in August 2022 — he reversed the decision just days later. The deal remains uncompleted.

Britain’s Shell is in a similar position: it has expressed interest in divesting from onshore fields that could fetch almost $3bn, but remains caught in legal cases that have stymied progress.

In almost all cases, the international oil majors are stepping back from onshore and shallow water assets that have been subject to rampant theft and vandalism that has stalked the Nigerian industry for much of the past five years.

Environmental concerns over spillage — and its resulting economic impact — have blighted these assets for decades. As oil majors conclude that the hassles are no longer worth it, they are turning to more profitable and less-fraught offshore assets.

Analysts see an opportunity for local Nigerian players to increase their market share in acquiring these unloved assets.

“For local companies who don’t have the billions of dollars in capital to invest in offshore assets, buying these assets is a chance for them to expand,” said Noelle Okwedy, an energy analyst at Lagos-based intelligence firm Stears. 

“Local companies might also have an easier time negotiating with indigenous communities because of their local knowledge,” she said.

When will it start?
That is the question many keep asking about Aliko Dangote’s mammoth $20bn refinery project that has been dogged by delays and accusations of favouritism. Abdul Samad Rabiu, founder and chair of the BUA Group conglomerate, a Dangote rival, alleges that Africa’s richest person secured funds at favourable rates from the Nigerian Central Bank under its now suspended former chief. Dangote denies the allegations.

What’s clear, however, is that Dangote is under pressure from almost all sides. The refinery has the potential to transform Africa’s biggest oil producer from importing refined petroleum products to becoming a net exporter.

Just last week the Dangote Group announced it had secured its first ever shipment of crude from Shell’s oil-trading arm. But the fact the first cargo came from Shell and not from the state-owned NNPC will increase speculation that Dangote, Nigeria’s biggest industrialist, is yet to reach an agreement with the state oil company. NNPC owns 20 per cent of the refinery following a $2.76bn acquisition in 2021.

Speculation abounds that NNPC is playing hardball with Dangote over the supplies. The story — as it goes in Nigeria, according to bankers and analysts — is that NNPC would like a bigger stake in the refinery and that for the first time since the country’s return to democracy in 1999, the 66-year-old Dangote is not exactly in the good graces of the government of the day. 

Dangote has rubbished that speculation saying: “I don’t think NNPC needs to buy more shares. I think they’re OK with what we’ve given them”, but it seems clear which way the wind is blowing right now. The company says NNPC’s crude shipment is expected in the next “two to three weeks” with another from ExxonMobil to come at a later date.

The world is watching to see how Dangote’s refinery turns out. It could either be a stroke of genius by an industrialist to transform his country or a hare-brained idea by a conglomerate that bet the farm and spread itself too thin. (Aanu Adeoye)

>>> Sirius XM & Liberty Media (LSXMA) announce transaction to simplify ownership

Sirius XM & Liberty Media (LSXMA) announce transaction to simplify ownership structure of SiriusXM (5.02)
  • Co announced that they have entered into definitive agreements whereby Liberty Media's Liberty SiriusXM tracking stock group will be combined with SiriusXM to create a new public company,. which will continue to operate under the SiriusXM name and brand. New SiriusXM will have a single outstanding series of common stock and is expected to continue to be traded on the Nasdaq Global Select Market under the ticker symbol "SIRI".
  • The transaction will result in New SiriusXM being an independent public company, with no majority stockholder, a single class of shares and a board comprising a majority of independent directors.
    New SiriusXM will have a simplified ownership structure and benefit from greater strategic flexibility and independence. It also provides New SiriusXM with access to a broader investor base and expanded opportunities for index inclusion. The additional float provided by the transaction is also expected to improve trading liquidity for New SiriusXM stockholders.
  • The transaction offers all stockholders the opportunity to participate directly in the long-term potential of the leading audio-entertainment company in North America.
  • Under the terms of the transaction, Liberty will separate LSXM by means of a redemptive split-off of a new subsidiary of Liberty ("SplitCo"), which will hold its shares of SiriusXM and approximately $1.7 billion of estimated attributed net liabilities. Such net liabilities include LSXM's net debt (3.75% LSXMA convertible notes due 2028, 2.75% SIRI exchangeable bonds due 2049 and SIRI margin loan, net of corporate cash)1, as well as other liabilities for transaction fees and expenses, financing fees, litigation related liabilities and other corporate adjustments. In the split-off, holders of each series of LSXM common stock will receive a number of shares of SplitCo stock equal to the Exchange Ratio, calculated as described below, such that LSXM stockholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted for LSXM net liabilities. A wholly owned subsidiary of SplitCo will then merge with SiriusXM, and existing SiriusXM stockholders (other than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM. The transaction is intended to be tax-free to LSXM stockholders (except with respect to any cash received in lieu of fractional shares) and SiriusXM stockholders.
  • Consistently delivering strong results and capital returns: SiriusXM continues to generate high EBITDA margins and steady free cash flow that support the Company's ability to invest in long-term growth and rapidly de-lever, while also returning capital to stockholders. The Company does not expect any change to its existing dividend policy while de-emphasizing repurchases until it reaches its long standing leverage target of low-to-mid 3x adjusted EBITDA. Over the last three years, SiriusXM has returned approximately $4.4 billion to stockholders through a combination of dividends, special dividends and share repurchases. The Company has no bond maturities until 2026 and expects to end 2023 with approximately $2 billion of available liquidity, plus committed financing of another $1.1 billion in support of this transaction.
  • Pro forma for the transaction, and assuming the adjustment described above, at June 30, 2024, there will be approximately 3,392 million basic shares outstanding of New SiriusXM

>>> Pfizer receives all required regulatory approvals to complete the acquisitio

Pfizer receives all required regulatory approvals to complete the acquisition of Seagen; Pfizer to provide FY24 financial guidance on Dec 14th

- Announces that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired December 11, 2023, with respect to Pfizer’s pending acquisition of Seagen Inc. (NASDAQ: SGEN). Pfizer and Seagen have now received all required regulatory approvals to complete the acquisition. Pfizer expects to close the acquisition of Seagen on December 14, 2023, subject to the satisfaction of other customary closing conditions.To address U.S. Federal Trade Commission concerns, Pfizer has chosen to irrevocably donate the rights of royalties from sales of Bavencio® (avelumab) in the U.S. to the American Association for Cancer Research (AACR). This unrestricted donation will support AACR in its mission to prevent and cure cancer through research, education, communication, collaboration, science policy, and funding for cancer research.Changes in Commercial Organization Pfizer also announces changes in its commercial organization to incorporate Seagen and improve focus, speed and quality of execution. Specifically, Pfizer will create an end-to-end business organization called the Pfizer Oncology Division, which will integrate certain oncology commercial and R&D operations from both companies and will be led by Dr. Chris Boshoff, who will become Chief Oncology Officer, Executive Vice President, and continue reporting to Dr. Albert Bourla, Chairman and Chief Executive Officer. Pfizer will split its non-oncology commercial organization into two more focused business divisions: the Pfizer U.S. Commercial Division, which will be led by Aamir Malik, who will become Chief U.S. Commercial Officer, Executive Vice President, and continue reporting to Dr. Bourla; and the Pfizer International Commercial Division, which will be led by Alexandre de Germay, who will join Pfizer as Chief International Commercial Officer, Executive Vice President, and will report to Dr. Bourla. Biographical information for Alexandre de Germay can be found here.While these three leaders will begin transitioning to their new roles immediately after the completion of the Seagen acquisition, the new organization structure will go into effect January 1, 2024.After a stellar nearly 27-year career at Pfizer, Angela Hwang, Chief Commercial Officer, and President, Global Biopharmaceuticals Business will be leaving Pfizer. Angela has agreed to stay on as an advisor to help transition the organization into the new model. Under Angela’s leadership, Pfizer introduced an unprecedented number of new medicines and vaccines to patients across the globe. - Source TradeTheNews.com

>>> Wyndham Hotels & Resorts: Choice Hotels (CHH) launches exchange offer to acq

Wyndham Hotels & Resorts: Choice Hotels (CHH) launches exchange offer to acquire all outstanding shares of Wyndham Hotels & Resorts (79.56)
  • Choice Hotels International, Inc. (CHH) announced that it is commencing an exchange offer to acquire Wyndham Hotels & Resorts, Inc. (WH) in order to present its compelling proposal directly to Wyndham shareholders. Choice continues to believe that a transaction with Wyndham is pro-competitive and would generate value for both Wyndham and Choice shareholders as well as deliver significant benefits to franchisees, guests and associates of both companies.
  • The exchange offer maintains the previously proposed offer to Wyndham, comprised of $49.50 in cash and 0.324 shares of Choice common stock per Wyndham share, representing a value of $40.50 based on Choice's trading price as of October 16, 2023, the day prior to Choice's first public offer (the "Pre-Release Date"). As of the Pre-Release Date, the proposed offer price equates to a 30% premium to Wyndham's closing share price of $69.10, and reflects a 14.9x multiple of Wyndham's consensus 2023 adjusted EBITDA estimate, a forward multiple Wyndham has never achieved, absent COVID disruptions.
  • The exchange offer provides Wyndham shareholders the opportunity to elect to receive the consideration in all cash, all shares or a combination of cash and shares, subject to a customary proration mechanism. In addition, the exchange offer features a regulatory ticking fee of $0.45 per Wyndham share per month, equivalent to $38 million per month, accruing daily after the one-year anniversary of the date a majority of Wyndham's shares are tendered into the offer. This additional consideration, which has been included so that Wyndham shareholders can receive benefits similar to what Choice previously offered in its November 14, 2023 proposal in the unlikely event the transaction were to take longer than 12 months to close, would be payable in cash or stock, at Choice's election, upon Choice's acceptance and exchange of the Wyndham shares tendered into the offer.