- Lonza to acquire Capsugel for USD 5.5bn, including refinancing of existing Capsugel debt of USD ~2bn
- Acquisition is expected to accelerate Lonza’s growth and ability to deliver value along the healthcare continuum
- Acquisition addresses needs of customers for integrated, value-added solutions that accelerate drug and ingredient delivery to patients and consumers
- The combined portfolio offering will position Lonza as the development, formulation, delivery technology and manufacturing partner of choice for the pharma industry
- Lonza will become a fully integrated solutions provider in oral delivery technologies and active ingredients to the consumer healthcare and nutrition markets
- Lonza expects to achieve CHF ~30m p.a. operating synergies and CHF ~15m tax synergies p.a. by year three and CHF ~100m p.a. top-line synergies in the mid- to long-term
- Transaction is expected to be CORE EPS accretive in the first full year post closing
- Capsugel’s profitable business model and robust cash generation expected to further enhance Lonza’s strong financial profile
- Lonza intends to retain current dividend policy and maintain ~3x net debt/EBITDA leverage
He added, “Both companies enjoy a strong quality and regulatory track record, and we believe that the combination enables us to provide the most complete set of tailored and integrated solutions for our customers. We look forward to bringing together our talented teams to deliver science- and engineering-based solutions to customers for the benefit of the patients and consumers who use their products. I am personally committed to making this integration a success.”
The bulk of the benefits resulting from the transaction will be gained from positive top-line and innovation synergies. The highly synergistic customer base, the expanded addressable market and the improved value proposition for the customer will allow Lonza to further leverage its current product and service offerings. Also the acquisition of Capsugel will allow cross-selling of existing products, combine manufacturing solutions and services and create an integrated value offering that merges Lonza’s ingredients with Capsugel’s dosage forms.
The USD 5.5bn all-cash acquisition of Capsugel will be financed with a combination of debt and equity financing. Lonza has committed debt financing for the full acquisition amount from BofA Merrill Lynch and UBS and plans to raise equity, which is fully underwritten by UBS and BofA Merrill Lynch for an amount up to CHF 3.3bn.
Lonza’s Board of Directors is currently authorized to increase the share capital through the issuance of 5,000,000 fully paid-in registered shares. Lonza’s Board intends to seek approval for additional share capital at its upcoming annual general meeting (AGM) in April 2017.
Jefferies LLC is serving as lead financial adviser to Lonza. UBS AG and BofA Merrill Lynch also provided financial advice. Jenner & Block LLP is serving as Lonza’s legal counsel. Goldman Sachs is serving as sole financial adviser to Capsugel. Simpson Thacher & Bartlett LLP is serving as Capsugel’s legal counsel.
After Hours Summary: ATHN +21%, PIR +19%, APOG +2% following earnings/guidance, MDLZ +6% on potential KHC deal... ORIG -20% following earnings/guidance, several names lower following offering newsAfter Hours Gainers:
Companies trading higher in after hours in reaction to earnings/guidance: ATHN +21% (reaffirms FY16 guidance, issues upside FY17 rev guidance), PIR +19.4%, APOG +2.2%
Companies trading higher in after hours in reaction to news: CBIO +42.2% (Catalyst Biosciences entered into an agreement with Pfizer subsidiary Wyeth for the exclusive license to Wyeth's rights applying to CB813a & CB813d; co to make a $17.5 mln cash payment to Wyeth upon the achievement of milestones), ACUR +11.7% (announces the FDA has provided it with advice on the continued development of LTX-04; co intends to advance new formulations of LTX-04 tablets to a second pharmacokinetic study which is expected to start in late first quarter of 2017), MDLZ +6.1% / KHC +2.1% (higher on reports of potential Mondelez acquisition by Kraft Heinz)
After Hours Losers:
Companies trading lower in after hours in reaction to earnings/guidance: ORIG -19.9%
Companies trading lower in after hours in reaction to news: VBTX -25.5% (commences an underwritten public offering of shares of its common stock; Veritex Holdings to merge with Dallas-based Sovereign Bancshares, Inc. and its wholly-owned subsidiary Sovereign Bank), SGY -18.6% (filed voluntary petitions under chapter 11 to pursue a pre-packaged plan of reorganization), FOLD -10.8% (announces an offering of $225 mln convertible senior notes due 2023 in a private placement), KCAP -7.9% (reduces quarterly distribution to $0.12/share from $0.15/share), GPOR -4.1% (to acquire approx. 46,400 net surface acres in the core of the SCOOP for a total purchase price of $1.85 bln from Quantum Energy Partners; commences underwritten public offering of 29,000,000 shares of its common stock and launches proposed $600 million offering of senior notes due 2025), YHOO -2.3% (confirms it has identified data security issues concerning certain Yahoo user accounts; has taken steps to secure user accounts and is working closely with law enforcement), FANG -1.8% (Diamondback Energy to acquire Brigham Resources and Brigham Resources Midstream for $2.43 bln; announces 10.5 mln share offering and notes offering; raises FY17 production 25%)
Closing Market Summary: Stocks Slip After Rate HikeThe stock market ended the midweek session on a lower note, extending its retreat after the Federal Open Market Committee announced a 25-basis point rate hike. The S&P 500 settled lower by 0.8% while the Russell 2000 (-1.2%) underperformed.
Going into today's session, market participants were all but sure that the Fed would raise rates for the first time since last December. The central bank lived up to that expectation, but the accompanying "dot plot" indicated that policymakers expect to raise rates three times in 2017. This is at odds with the fed funds futures market, which expects just two hikes in 2017.
During her press conference, Fed Chair Janet Yellen was asked if fiscal policies that fail to boost productivity could prompt the Fed to be more aggressive when it comes to hiking rates, but Ms. Yellen's response only acknowledged the presence of considerable uncertainty on the fiscal front.
Treasuries retreated in reaction to the rate increase while the U.S. Dollar Index (102.10, +1.04) jumped 1.0% to mark a fresh high for the year. As for Treasuries, short-dated issues bore the brunt of today's selling while the long end remained anchored. The 2-yr yield jumped eight basis points to 1.25% while the 10-yr yield rose five basis points to 2.52%. The long bond ended slightly lower with its yield increasing one basis point to 3.14%.
All eleven sectors ended the day in negative territory with rate-sensitive groups leading the retreat. Real estate (-1.9%) and utilities (-2.0%) settled near the bottom of the leaderboard while consumer staples (-1.0%) and telecom services (-1.0%) posted slimmer losses. The health care sector (-0.4%) ended a bit ahead of the market thanks to the outperformance among biotech names. The iShares Nasdaq Biotechnology ETF (IBB 269.42, +0.37) added 0.1%.
Most cyclical sectors struggled at the start while technology (-0.3%) and financials (-0.6%) displayed early strength. The financial sector surged in immediate reaction to the rate hike, but reversed just below its high from December 8. The economically-sensitive sector remains higher by 4.2% for the month, trading only behind telecom services (month-to-date +4.8%).
The energy sector (-2.1%) settled at the bottom of the leaderboard, pressured by daylong weakness in crude oil. The energy component sank 3.7% to $51.03/bbl, beginning its retreat after yesterday's bearish API inventory report. Crude saw no respite from a bullish inventory report that was released by the Energy Information Administration this morning.
With all eyes on the Fed, stock-specific news was relegated to the backburner, masking press reports from China that suggested an unnamed U.S. automaker will be fined for monopolistic behavior. General Motors (GM 35.95, -1.41) lost 3.8% while Ford (F 12.53, -0.24) surrendered 1.9%.
Investor participation was ahead of average with more than 1.2 billion shares changing hands at the NYSE floor.
Economic data included Retail Sales, PPI, Industrial Production, and Business Inventories:
- Retail sales increased just 0.1% (consensus +0.3%) after a downwardly revised 0.6% increase (from +0.8%) for October. A 0.5% decline in auto sales was the main drag on total retail sales
- Excluding autos, retail sales were up 0.2% (consensus +0.4%), aided by modest sales increases in most retail categories
- Both the final demand indexes for PPI and core-PPI, which excludes food and energy, were up 0.4% in November against the consensus estimates of +0.1% and +0.2%, respectively
- With prices rising at the producer level, some angst may arise about higher consumer inflation going forward
- Industrial production declined 0.4% in November following an upwardly revised 0.1% increase (from 0.0%) in October. Taking the revision into account, the decline in November was largely in-line with the consensus estimate that called for a 0.3% decline
- Business inventories declined 0.2% in October (consensus -0.1%) versus a downwardly revised unchanged reading (from +0.1%) for September
- Sales increased 0.8% on top of an upwardly revised 0.8% increase (from +0.7%) for September
- The weekly MBA Mortgage Index fell 4.0% to follow last week's 0.7% decline
Tomorrow will also be pretty busy on the economic front with weekly initial claims (consensus 256K), November CPI (consensus 0.2%), December Philadelphia Fed (consensus 9.0), December Empire Manufacturing (consensus 3.0), and Q3 Current Account Balance (consensus -$111.60 billion) all set to be released at 8:30 ET. The December NAHB Housing Market Index (consensus 63) will be reported at 10:00 ET.
- Russell 2000 +19.5% YTD
- Dow Jones Industrial Average +13.6% YTD
- S&P 500 +10.2% YTD
- Nasdaq Composite +8.6% YTD