MAKOR FIRST VIEW - KIADIS PHARMA (KDS NA)
First View
The transaction today follows the announcement in July that SAN licensed KDS’ pre-clinical K-NK004 program for multiple myeloma. The move today will also enable SAN to “restock” its pipeline with promising cancer medications following the aging of some of its blockbuster products. KDS has a proprietary platform based on “off-the-shelf” cancer-seeking NK cells from a healthy donor as well as developing several therapies with the same technology which could lead to cheaper treatments across a range of cancer types. We remind that SAN also completed the acquisition of Principia Biopharma at the end of September.
The transaction has been unanimously approved by the KDS boards. SAN have also secured an irrevocable from Life Sciences Partners with c.18.3% shareholding.
SAN have said they expect to submit a request for the review and approval of the Offer Document at short notice. We anticipate that the Offer could be submitted to the AMF by early-mid Jan 21 and for the Offer to commence by late Jan-early Feb 21. We estimate the KDS EGM will be held in late Feb 21.
The requisite antirust/regulatory approvals have not been detailed but the companies have indicated that the combination is not expected to raise antirust concerns and we anticipate the approvals could be obtained in the first phase.
We think the significant premium and risks associated with any potentially negative announcements on clinical trials prior to the filing of the Offer could partly explain the current 6.70% spread. We also remind that under the Dutch Takeover Code, SAN have up to 12 weeks to submit the Offer Documentation for approval with the AFM. The certainty of funds statement is also not due until the filing of the draft documentation with the AFM. However, we view the agreement by SAN and KDS of the principal terms of a bridge loan facility in the aggregate amount of €28m to be provided by one of SAN’s wholly owned subsidiaries to KDS, to be entered into within five weeks from today (i.e. by 7 Dec) as a positive, indicating SAN’s commitment to the transaction.
The large spread is likely due to the fact that the Offer only becomes irrevocable once it is filed/approved by the AFM. However, in our view, the relatively small size of the deal makes the overall deal price rather inconsequential for SAN and we assume the spread will continue to remain wide until the publication of the definitive Offer Documentation.
The gross spread is currently €0.37 (6.70%), annualizing to 14.91% assuming a 15 April 21 settlement date.
Gapping down
In reaction to earnings/guidance:
- TEN -4.3%, USFD -3.1%, HZNP -1.8%, MPC -0.7%
Other news:
- JNCE -29.1% (provides update on vopratelimab program; plans not to expand EMERGE trial ) VIX -3.5% (trading lower with US futures on the rise)
- GEO -2% (files mixed securities shelf offering)
- BIOX -1.2% (files for 7,469,488 share common stock offering by selling shareholders) .
Analyst comments:
- OLLI -1.3% (downgraded to Underweight from Overweight at Wells Fargo)
- SAP -0.7% (downgraded to Neutral from Buy at UBS)
- APTV -0.5% (downgraded to Hold from Buy at The Benchmark Company)
Gapping up
In reaction to earnings/guidance:
- CWH +7.6%, NLSN +6.1% (also divests its Global Connect Business to Advent International for $2.7 bln), EL +5.6%, LITE +5.5%, BCC +4.9%, HSIC +4%, AMCX +3.5%, EGRX +2.9%, CLX +2.3%, IAA +2%, CDW +1.5%, LDOS +1.2%, FE +1%, WM +1%, MPLX +0.9%, LL +0.6%
Select index ETFs showing strength:
- DIA +1.5%, SPY +1.2%, IWM +1.2%, QQQ +0.8%
Other news:
- DBVT +72.7% (announces filing and validation of Marketing Authorization Application for Viaskin Peanut by EMA)
- DNOW +13.5% (announces that Dick Alario has stepped down from his short-term role as Exec Vice Chairman)
- NIO +10.6% (reports October deliveries increased 100.1% yr/yr)
- LI +7.5% (reports deliveries of 3,692 Li ONEs in October, representing a steady increase compared to September)
- XPEV +7% (reports October deliveries increased 229% yr/yr to 3040 vehicles)
- RYTM +6.3% (reports results from Phase 3 clinical trials of Setmelanotide published in The Lancet Diabetes & Endocrinology)
- DNKN +6.2% (to be acquired by Inspire Brands for $106.50 per shar)
- GCO +3.5% (announced that Melvin Tucker, senior vice president and CFO has resigned his position, effective November 27, 2020, in order to pursue an opportunity outside of the Company, and will assist in ensuring a smooth transition)
- GRWG +2.7% (to acquire The GrowBiz)
- NRZ +2.4% (authorized the repurchase of up to $100 million of the Company's preferred stock)
- SNY +2.1% (to acquire Kiadis Pharma for EUR308 mln)
- CSTL +1.7% (announces commercial launch of DecisionDx DiffDx-Melanoma)
- EVA +1.5% (increases quarterly distribution to $0.775/unit from $0.765/unit) GM +1.4% (appoints Paul Jacobson as CFO, effective December 1)
- NVS +1.4% (reports positive results from a Phase IV study showing superior tolerability and efficacy of Aimovig)
- BDX +1.2% (receives order for more than nine million 15-minute COVID-19 Antigen Tests from Dutch Ministry of Health)
- IMUX +1.1% (announces 200 patients enrolled in its phase 2 CALVID-1 Trial of IMU-838 for the treatment of moderate covid-19, allowing for main phase 2 efficacy analysis to proceed)
- TLSA +1% (initiates clinical trial with Covid-19 patients in Brazil with nasally administered Foralumab)
Analyst comments:
- HEAR +4.6% (upgraded to Outperform from Neutral at Wedbush)
- PLT +3.7% (upgraded to Overweight from Neutral at JP Morgan)
- UAA +3.3% (upgraded to Buy from Hold at Stifel)
- WYNN +3% (upgraded to Overweight from Equal-Weight at Morgan Stanley)
- JRVR +2.7% (upgraded to Buy from Neutral at Compass Point)
- COP +1.4% (upgraded to Buy from Neutral at BofA Securities)