Broadcom offers to buy Qualcomm for $155 billion

Broadcom proposes to acquire Qualcomm for $70 per share in cash and stock

Broadcom Limited (AVGO) announced a proposal to acquire all of the outstanding shares of Qualcomm (QCOM) for per share consideration of $70.00 in cash and stock.

Under Broadcom’s proposal, the $70.00 per share to be received by Qualcomm stockholders would consist of $60.00 in cash and $10.00 per share in Broadcom shares.

The Broadcom proposal stands whether Qualcomm’s pending acquisition of NXP Semiconductors (NXPI) is consummated on the currently disclosed terms of $110 per NXP share or the transaction is terminated.

The proposed transaction is valued at approximately $130B on a pro forma basis, including $25B of net debt, giving effect to Qualcomm’s pending acquisition of NXP on its currently disclosed terms.

Broadcom’s proposal was unanimously approved by its board. Broadcom said it is “prepared to engage immediately in discussions with Qualcomm to work toward a mutually acceptable definitive agreement and is ready to devote all necessary resources to finalize the necessary documentation on an expeditious basis.”

The proposed transaction will not be subject to any financing condition.

BofA Merrill Lynch, Citi, Deutsche Bank, J.P. Morgan and Morgan Stanley have advised Broadcom in writing that they are “highly confident that they will be able to arrange the necessary debt financing for the proposed transaction.”

Silver Lake Partners, which has served as a strategic partner to Broadcom in prior transactions, has provided Broadcom with a commitment letter for a $5B convertible debt financing in connection with the transaction.

Broadcom expects that the proposed transaction would be completed within approximately 12 months following the signing of a definitive agreement.

QCOM closed at $61.81. AVGO closed at $273.63. NXPI closed at $115.02.


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Barron’s is bullish on Facebook, bearish on GE

Barron’s, the weekly publication owned by the Wall Street Journal, in its latest issue mentions several names:

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BULLISH  MENTIONS

Cummins, United Technologies good industrial bets – Cummins (CMI), United Technologies (UTX), Honeywell (HON), Ingersoll-Rand (IR) and Illinois Tool Works (ITW) boast good dividends that should rise, Lawrence Strauss writes in this week’s edition of Barron’s.

Facebook still looks like a buy – In a follow-up story, Barron’s says that Facebook’s  (FB) political-advertising imbroglio has obscured some very good revenue news. Slowing supply growth helped drive up demand and prices for Facebook ads, marking a reacceleration of growth, the report notes, adding that the company is also coming up with innovative ways to cash in on booming interest in video and creating new ad opportunities on its Messenger and Instagram platforms.

Kohl’s updated return policy raises Amazon takeover questions – Following Kohl’s (KSS) announcement that Amazon (AMZN) purchases could be returned at its stores in Chicago and Los Angeles, some have questioned if the e-Commerce giant is planning to buy the retailer, Steven Sears writes in this week’s edition of Barron’s. Citing Madison Global Partners’ Bernard Sosnick, the publication said Amazon may be testing the merits of owning a retailer that can build private-label products to showcase Amazon devices and services, with the holiday season to test the theory further.

May be time to play Mattel – Mattel (MAT) is half the stock it used to be, but the maker of Barbie and Hot Wheels knows it has a problem, Ben Levisohn writes in this week’s edition of Barron’s. Management said it would target $650M in cost cuts through 2019, while also enacting initiatives to reduce unpopular products and create new ones to help boost sales, and if it works, Mattel could be a winner, he adds.

Upside ahead for smaller companies – As tech giants soar and as the rally favors the biggest companies, there may be upside on deserving, smaller companies, such as AMD (AMD), Impinj (PI) and Everspin Technologies (MRAM), Tiernan Ray writes in this week’s edition of Barron’s. Meanwhile, companies such as Finisar (FNSR), Lumentum (LITE), Viavi (VIAV), Oclaro (OCLR), Applied Optoelectronics (AAOI), Inphi (IPHI), and NeoPhotonics (NPTN) are grappling with a slowdown in spending in China, but are “back for real,” he argues.

Intel AI push to boost growth – Artificial intelligence has been perceived to be a threat to Intel’s (INTC) decades-long dominance in computer chips, but its shares are up 30% this year, maybe due to third quarter earnings or maybe due to its plans to release a new line of A.I. chips developed in collaboration with Facebook (FB), and as the company’s purchase of Mobileye makes it an early leader in autonomous driving, Jack Hough writes in this week’s edition of Barron’s, adding that he still sees more upside ahead.

IBM, Google among potential AI winners – After decades of development, Artificial Intelligence-style computing now works, and its impact will spread far beyond board games such as Go or chess, Bill Alpert writes in this week’s edition of Barron’s. Citing Wells Fargo analyst Ken Sena, the report says the biggest beneficiaries will be the firms pioneering the technology, with machine learning already powering search suggestions of Google (GOOG; GOOGL) and Microsoft (MSFT), chatbots like Amazon’s (AMZN) Alexa, and the recommendations at Facebook (FB), and Netflix (NFLX). Given China’s vast size, the analyst also has similar outperformance expectations for Alibaba (BABA), Baidu (BIDU), JD.com (JD), and Tencent (TCEHY), Barron’s adds.

BEARISH  MENTIONS

Powerful bearish trend in General Electric – Investor’s confidence has eroded and General Electric’s (GE) stock price is at 2012, with a powerful bearish trend, Michael Kahn writes in this week’s edition of Barron’s. But while it may look like a bargain and the stock could be the buy of the decade, Kahn argues that he still needs to see the market give him either an unambiguous selling climax, or a strong upside reversal. If not for inertia, most investors would probably have already sold their shares of General Electric, but they may be persuaded as early as November 13, when its new leader, John Flannery, holds an investor day meeting, Steven Sears writes in this week’s edition of Barron’s. However, he notes that it is difficult to know how investors will react to whatever is announced at the meeting. If GE releases a draconian restructuring plan, shares could rally as investors reason that all of the bad news is out of the way, but if they lack confidence in Flannery’s approach, the stock could trade sharply lower, Barron’s adds.

Sell Under Armour as troubles ‘run deep.’  – In a follow-up story, Barron’s says that despite the skid in Under Armour (UA) shares, the sportswear company faces continuing woes, from a shift to lifestyle garments to the internet. Further, the publication notes that there seems little reason to hold shares through the holidays in hopes of a rebound.


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Watch TherapeuticsMD into the FDA meeting

Analyst says TherapeuticsMD could jump if FDA meeting goes well 

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Cantor Fitzgerald analyst William Tanner reiterated his Overweight rating and $32 price target on TherapeuticsMD (TXMD) ahead of an expected meeting with the U.S. Food and Drug Administration, saying he believes shares could rally above $8 depending on the outcome.

‘BIG’ MEETING TODAY

Tanner expects TherapeuticsMD will meet with the FDA today, Friday, November 3, absent an announcement to the contrary, to discuss the next steps in the FDA’s review of the new drug application, or NDA, for TX-004 for vulvar vaginal atrophy.

Tanner expects TherapeuticsMD will most likely disclose the outcome of the FDA meeting and plans next week.

Until the announcement is made, Tanner believes the stock could be volatile. Tanner believes the outcome of the meeting could yield a stock price above $8.

POTENTIAL OUTCOMES

Tanner sees three potential outcomes for the FDA meeting, with gathering long-term safety data post-approval being the highest probability outcome given that the FDA likely has “comfort” with the safety profile of vaginally delivered, low-dose estrogen, and that observing no increase above background levels for the 4mcg and 10mcg doses of TX-004 burnishes the safety profile.

Another, less likely but “messy” outcome, is that the FDA could argue that unmet medical need “does not exist” in VVA, but the analyst contended that he doubts the FDA would cite that as a reason to stall approval of TX-004 pending long-term safety data. If the FDA does require data collection prior to granting marketing approval, Tanner believes dispute resolution will be pursued.

The least likely outcome of the meeting, Tanner said, is the FDA deciding that long-term data are unnecessary, stating that “for no other reason than to reinforce safety observations, we believe the FDA would be inclined to want the data at some point.”

WHAT’S NOTABLE

In a note to clients in September, Tanner noted TherapeuticsMD’s conference call with an author of the National Institutes of Health paper on vaginal estrogen and safety observations from the Women’s Health Initiative Observational Study.

The analyst said at the time that results of the analysis should provide the FDA “with additional comfort” regarding low-dose estrogen safety and support approval of TX-004 without the need for 12-month safety testing beforehand.

PRICE ACTION

In Friday’s morning trading, shares of TherapeuticsMD are flat at $4.60 per share. The stock is down about 20% year-to-date.


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Rent-A-Center receives $13 per share offer

Rent-A-Center shareholder Vintage Capital proposes $13 all-cash acquisition

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In a regulatory filing, it was disclosed that Vintage Capital Management, which currently own approximately 6% of the common stock of Rent-A-Center (RCII), said in a letter to the company that it is “in a unique position to deliver certain and immediate value to shareholders through an all-cash acquisition at $13.00 per share.”

In the letter to the CEO of Rent-A-Center, Vintage Capital Managing Member Brian Kahn added, “However, the value that we are willing to pay, and our interest in pursuing this transaction, is significantly impacted by whether or not our future competitors have access to proprietary information concerning RAC’s assets, including but not limited to store-level financial information and contract terms with Acceptance Now retail partners.

Due to the significant amount of work that we and our lenders have completed, as well our familiarity with the Rent-to-Own industry, we are confident that we can complete due diligence, obtain financing commitments, and execute a definitive transaction agreement within 30 days of gaining access to due diligence information.

We have engaged legal counsel and we are prepared to immediately engage additional due diligence resources to assist us with an expedited process to complete this acquisition.

In recognition of the significant costs that we will incur, and the prospect of certain and compelling value that would be immediately realized by all RAC shareholders, we ask for a 30-day exclusivity period.”

Following the filing, Rent-A-Center shares have jumped 11% to $11 per share in Friday’s pre-market trading.


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Juniper and Network-1 reach settlement

Network-1 Technologies announces settlement with Juniper

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Network-1 Technologies (NTIP) announced that it agreed to settle its patent litigation against Juniper Networks (JNPR) pending in the United States District Court for the Eastern District of Texas, Tyler Division, for infringement of Network-1’s Remote Power Patent.

Juniper was one of sixteen original defendants named in the litigation. Under the terms of the settlement, Juniper will pay $13,250,000 and receive a fully-paid license to the Remote Power Patent for its full term which expires in March 2020, which will apply to its sales of Power over Ethernet products, including those PoE products which comply with the Institute of Electrical and Electronic Engineers 802.3af and 802.3at Standards.

In September 2011, Network-1 initiated patent litigation against sixteen data networking equipment manufacturers in the United States District Court for the Eastern District of Texas, Tyler Division, for infringement of its Remote Power Patent.

Network-1 has now reached settlement and license agreements with fifteen of the sixteen original defendants.

The sole remaining defendant in the lawsuit is Hewlett-Packard Company. Network-1 seeks monetary damages based upon reasonable royalties. The trial against Hewlett-Packard is scheduled to commence on November 6, 2017.

The Remote Power Patent relates to, among other things, delivering power over Ethernet cables to remotely power network connected devices including, among others, wireless switches, wireless access points, VoIP telephones and network cameras.

In June 2003, the IEEE approved the 802.3af PoE Standard, which led to the rapid adoption of PoE.

The IEEE also approved the 802.3at Power over Ethernet Plus Standard, which increased the maximum power delivered to network devices to 40-60 watts from the current 15 watts under the 802.3af Standard.

JNPR closed at $24.40. NTIP closed at $4.15.


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Broadcom tumbles on plans to redomicile in the U.S.

Broadcom confirms plans to redomicile in the U.S.

broadcom_chip

Broadcom Limited (AVGO) announced that it intends to initiate a redomiciliation process to change the parent company of the Broadcom corporate group from a Singapore company to a U.S. corporation.

The redomiciliation will occur whether or not there is corporate tax reform in the United States, although the final form and timing of the redomiciliation will be affected by any corporate tax reform.

The redomiciliation will be voted on by the company’s shareholders and is expected to be effected in a manner intended to be tax-free to Broadcom’s equity holders.

“We believe the USA presents the best place for Broadcom to create shareholder value,” said Hock Tan, the company’s President and CEO.

“We expect the tax reform plan effectively to level the playing field for large multinational corporations headquartered in the United States and to allow us to go all in on U.S. redomiciliation. However, we intend to redomicile to the United States even if there is no corporate tax reform.”

“The returns we can drive by continuing to pursue our growth strategy far outweigh the incremental taxes we would expect to pay by redomiciling in the USA,” said Tom Krause, the company’s CFO.

“We support the tax reform plan because it is pro-growth and would allow companies like us to bring off-shore earnings back to the United States after paying an annual U.S. minimum tax on global profits.”

EARNINGS GUIDANCE

Earlier today,  the company said for Q4 2017, Broadcom expects revenue will be at the higher end of the business outlook provided during its earnings announcement on August 24.

The company said in August it expected GAAP revenue in Q4 ended Oct. 29 at $4.78 billion plus or minus $75 million and non-GAAP revenue at $4.8 billion plus or minus $75 million.

ANALYST COMMENTS

BofA Merrill Lynch estimates moving its domicile to the U.S. could raise Broadcom’s (AVGO) tax rates from 4%-5% to about 12%, but the firm thinks this could be offset by potential Brocade (BRCD) synergies. The firm keeps a Buy rating on Broadcom, arguing that the reasons to own the stock – namely its premium assets, best-in-class management, and dividend potential – remain intact. The firm adds that being in the U.S. could be a precondition to acquiring Brocade and may enable Broadcom to pursue future M&A.

JPMorgan analyst Harlan Sur says Broadcom’s (AVGO) U.S. domiciliation process will occur with or without tax reform, which should pave the way for the Brocade (BRCD) deal to close in two weeks. Assuming a worst case of no tax reform, the analyst estimates the company’s earnings power including the contribution from Brocade will be $18.00-$18.50 in 2018. Assigning a Semiconductor group price-to-earnings multiple would drive fair value for Broadcom to around $310 to $315 per share, Sur tells investors in a research note. Further, citing strong near-term demand trends, the analyst remains confident management raising the annual dividend by at least 50% to $6.00 in early December. He keeps an Overweight rating on Broadcom shares with a $315 price target.

AVGO last traded at $252.16, down $7.12.


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“Home Health Stocks” higher on CMS decision

Amedisys, peers jump after CMS pushes out home health group model changes

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Shares of Amedisys (AMED) are on the rise after the Centers for Medicare & Medicaid Services announced it is not finalizing the Home Health Groupings Model and “will take additional time to further engage with stakeholders to move towards a system that shifts the focus from volume of services to a more patient-centered model.”

Following the announcement, Mizuho upgraded Amedisys and HealthSouth (HLS) to Buy.

Additionally, both Almost Family (AFAM) and LHC Group (LHCG) are higher following the CMS’ update.

PAYMENT RATES, HHGM UPDATE

Last night, the Centers for Medicare & Medicaid Services issued a final rule that updates the 2018 Medicare payment rates and the wage index for home health agencies serving Medicare beneficiaries.

The rule also finalizes proposals for the Home Health Value-Based Purchasing Model and the Home Health Quality Reporting Program.

It added, “CMS is not finalizing the Home Health Groupings Model and will take additional time to further engage with stakeholders to move towards a system that shifts the focus from volume of services to a more patient-centered model.

CMS will take the comments submitted on the proposed rule into further consideration regarding patients’ needs that strikes the right balance in putting patients first.” CMS projects that Medicare payments to HHAs in 2018 will be reduced by 0.4%, or $80M, based on the finalized policies.

BUY AMEDISYS, HEALTHSOUTH

Commenting on CMS’ decision to take the public comments about Home Health Groupings Model under further consideration, Mizuho analyst Sheryl Skolnick upgraded Amedisys and HealthSouth to Buy from Neutral.

The analyst told investors that she is “even more convinced” that Home Health Groupings Model is not likely to be reintroduced for some time, clearing the way for 2018 and probably 2019 to be normal years.

#Skolnick expects Amedisys shares to have strong positive follow through and has increased confidence in 40% EBITDA growth year-over-year. Meanwhile, the analyst noted that she also has increased confidence in HealthSouth’s execution and free cash flow generation.

HOME HEALTH STOCKS RALLY

Also commenting on the update, Jefferies analyst Brian Tanquilut told investors in a research note of his own that the CMS’ decision to indefinitely postpone the implementation of the Home Health Groupings Model is a positive for the home nursing industry.

Further, the analyst argued that given the steep selloff in Almost Family, Amedisys and LHC Group since the release of the proposed rule, all three stocks should recover lost valuation. He believes the postponement of the Home Health Groupings Model “significantly reduces the risk of irrational rate cuts.” Tanquilut, who believes sector fundamentals are among the best across the HC Services landscape, has Buy ratings on all three stocks.

PRICE ACTION

In morning trading, shares of Amedisys have jumped almost 17% to $54.29, while HealthSouth’s stock has gained 8% to $48.83. Shares of Almost Family have also jumped more than 26% to $51.05, and LHC Group’s stock has advanced about 9% to $70.96.


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Under Armour Slumps on Management Changes, Earnings

Under Armour drops amid management shake up, lowered expectations

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Shares of Under Armour (UA, UAA) dropped in Thursday’s trading following a report that two more senior executives are leaving the company.

The news follows several downgrades by analysts following the company’s weak quarterly sales, when it cut its fiscal year revenue outlook for the second quarter in a row, citing operational challenges and lower demand in North America.

SENIOR DEPARTURES

The Wall Street Journal reported yesterday that Under Armour’s chief marketing officer and the head of its women’s business are leaving the company, according to a person familiar with the matter.

Marketing chief Andrew Donkin and Pamela Catlett, SVP and general manager of Under Armour’s women’s and youth categories, will leave later this month after “mutually agreeing to part ways,” according to an internal memo circulated among company leaders Tuesday night.

Donkin joined Under Armour from Amazon (AMZN), while Catlett spent over a decade at Nike (NKE).

Donkin and Catlett are the latest in a series of senior departures at Under Armour, with other recent exits include Ben Pruess, the president of sport fashion.

Additionally, Kip Fulks, a co-founder of Under Armour and widely seen as the deputy to Kevin Plank, the company’s chief executive officer, went on sabbatical last month.

In June, Patrik Frisk was hired as president and chief operating officer, and he has taken over some of Fulk’s responsibilities.

A person familiar with the matter told the Journal that Frisk is “shaking up the company’s leadership team,” and believes more changes may follow.

WEAK REVENUE, LOWERED GUIDANCE

Earlier this week, Under Armour reported third quarter revenue of $1.41B, falling short of analysts’ estimates, though its adjusted earnings per share view beat expectations. The company lowered its expectations for fiscal 2017 EPS to 18c-20c from 37c-40c and cut its revenue guidance to up at a low single-digit percentage rate vs. its previous growth rate view of 9%-11%.

The company said guidance was being lowered to reflect lower North American demand and operational challenges due to the implementation of its enterprise resource planning system and related service levels.

Looking to 2018, Under Armour said initial assumptions include “continued strength across our international [direct-to-consumer] business…contrasted with a difficult environment in our North America wholesale business well into next year.”

CEO Plank added that “against this difficult backdrop, our management team is working aggressively to evolve our strategy and level of execution to proactively address these challenges.”

ANALYSTS LOWER EXPECTATIONS POST-EARNINGS

Following Under Armour’s earnings report, Canaccord, SunTrust and JPMorgan downgraded the stock, while Wells Fargo, FBR Capital, Deutsche Bank, Citi Bernstein and Wedbush all lowered their respective price targets.

Morgan Stanley, which noted that the Q3 report fell short of even the lowest expectations, said this is not necessarily the bottom for the stock.

JPMorgan sees five “red flags” for Under Armour, including North America revenues dropping double digits with a “slow to re-grow” game-plan and international growth moderating. Citi said there is not much to feel positive about, as the stock has been “hammered and downside risk is still present.”

PRICE ACTION

Class A shares of Under Armour (UAA) dropped another 3.7% to $11.60 in morning trading. Year-to-date, shares are down about 60%.


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Meet the next Fed Chief

Fed Policy: the nomination of Powell as Fed Chairman is all but sealed

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Fed Policy: the nomination of Jerome Powell as Fed Chairman is all but sealed. The secret was fairly well kept, but late yesterday newswires largely confirmed it.

The markets have already reacted, by and large, with yields having dropped from last week’s jump when John Taylor was seen as the leading contender.

The dollar did soften a bit further yesterday.

Powell has been a governor on the Federal Reserve Board since 2012, and never dissented. Hence, this is a “continuity” pick and he’s seen following the gradualist approach of Yellen (and Bernanke).

He is also seen as a moderate on regulatory issues too. His confirmation process shouldn’t be problematic since he was already cleared as a Fed governor.

Of interest, he would be the first Fed chairman without a Ph.D. in economics since Volcker.

Along with serving on the Fed Board for the past five years, Powell, 64, has worked inside and outside government.

He was a Treasury undersecretary from 1990 to 1993 under President Bush.

More recently he was a partner and managing director of the Carlyle Group.

Note that newly installed governor Quarles also once worked at the Carlyle Group (CG).

There will be four vacancies on the seven member Fed Board, assuming Yellen retires from her governor position, giving President Trump lots of opportunities to make his mark on the Fed.


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Ocera Therapeutics sold for $75 million

Mallinckrodt to acquire Ocera Therapeutics for $1.52 per share plus CVR

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Mallinckrodt (MNK) and Ocera Therapeutics (OCRX) announced that they have entered into an agreement under which Mallinckrodt will acquire Ocera, a clinical stage biopharmaceutical company focused on the development and commercialization of novel therapeutics for orphan and other serious liver diseases with high unmet medical need. Ocera’s developmental product OCR-002, an ammonia scavenger, is being studied for treatment of hepatic encephalopathy, a neuropsychiatric syndrome associated with hyperammonemia, a complication of acute or chronic liver disease.

A subsidiary of Mallinckrodt will commence a cash tender offer to purchase all of the outstanding shares of Ocera Therapeutics common stock for $1.52 per share, or approximately $42M, plus one Contingent Value Right to receive one or more payments in cash of up to $2.58 per share, or up to approximately $75M, based on the successful completion of certain development and sales milestones.

Mallinckrodt expects dilution from the acquisition to adjusted diluted earnings per share by 25c-35c annually beginning in 2018, assuming the expected 2017 close.

“Guidance on the impact of the acquisition to the company’s GAAP diluted earnings per share has not been provided due to the inherent difficulty of forecasting the timing or amount of items that would be included in calculating such impact,” the company said.

Subject to customary closing conditions, the company estimates the transaction will close in the fourth quarter of 2017.


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Juno reports positive non-Hodgkin lymphoma data

Juno Therapeutics to highlight CD19- and BCMA-targeted CAR T therapy at ASH 2017

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Juno Therapeutics (JUNO) announced that 15 abstracts detailing updated clinical and preclinical results from the company and its collaborators will be presented at the 59th American Society of Hematology Annual Meeting.

Senior executives will also review results and provide an update on Juno’s clinical development program at an analyst and investor event, which will also be available via webcast.

Updated data from the TRANSCEND study of JCAR017 in patients with relapsed or refractory aggressive B-cell non-Hodgkin lymphoma will be presented by Principal Investigator Jeremy Abramson, M.D., of the Massachusetts General Hospital, on December 11.

The presentation will include new information on enrollment, safety, response rates, duration of response, and overall survival.

The primary TRANSCEND abstract released today includes data from the core analysis group, which includes patients that represent the population that Juno is studying in the ongoing pivotal cohort. The core group includes patients with DLBCL who are ECOG Performance Status 0-1.

These patients represent a highly refractory population based on some key factors that are associated with a poor prognosis including an older age, having a double or triple hit, and being chemorefractory. Topline data from the abstract for both dose levels for the core group as of a data cutoff date of July 7, 2017 included: Dose level 2, the dose in the pivotal cohort for the TRANSCEND study, showed a 3 month overall response rate of 80% and a 3 month complete response rate of 73% in the core group.

Data support a dose response relationship. Dose level 1 showed 3 month ORR of 52% and a 3 month CR rate of 33%. Across both doses in the core group, the best overall response was 84% and the best overall CR rate was 61%.

There was no increase in cytokine release syndrome and neurotoxicity rates associated with the higher dose or between the full and core groups. Across doses in the full group, 1% experienced severe CRS and 14% experienced severe NT. 30% had any grade CRS and 20% had any grade NT. 64% had no CRS or NT.

The most common treatment-emergent adverse events other than CRS and NT that occurred at greater than or equal to25% in the full group included neutropenia, fatigue, thrombocytopenia, and anemia.

JUNO closed at $44.91.


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GlaxoSmithKline and Innoviva report positive data

GSK, Innoviva announce ‘positive’ data in Anoro Ellipta study 

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GlaxoSmithKline (GSK) and Innoviva (INVA) announced positive data from a study comparing a once-daily long-acting muscarinic antagonist and a long-acting beta agonist fixed-dose combination, Anoro Ellipta and Stiolto Respimat, for symptomatic patients with chronic obstructive pulmonary disease.

COPD, or chronic obstructive pulmonary disease, is a progressive disease that makes it hard to breathe. Progressive means the disease gets worse over time.

COPD can cause coughing that produces large amounts of a slimy substance called mucus, wheezing, shortness of breath, chest tightness, and other symptoms.

Cigarette smoking is the leading cause of COPD. Most people who have COPD smoke or used to smoke. However, up to 25 percent of people with COPD never smoked. Long-term exposure to other lung irritants—such as air pollution, chemical fumes, or dusts—also may contribute to COPD. A rare genetic condition called alpha-1 antitrypsin (AAT) deficiency can also cause the disease.

These data have been published today in Advances in Therapy and are being presented today at the CHEST annual meeting of the American College of Chest Physicians in Toronto, Canada.

The primary endpoint for this eight-week, open-label, cross-over study of 236 patients with COPD was the demonstration of non-inferiority of UMEC/VI compared to TIO/OLO in improving lung function, as measured by trough FEV1 at week eight.

This endpoint was met, and furthermore UMEC/VI demonstrated superiority to TIO/OLO, with a difference in treatment effect of 52mL on trough FEV1 at week eight.

Both treatments demonstrated a comparable tolerability and safety profile with an overall incidence of on-treatment adverse events of 25% in the UMEC/VI group and 31% in the TIO/OLO group.

The most frequently-reported adverse events were upper respiratory tract infections, cough and diarrhoea.

INVA closed at $12.24. GSK closed at $36.43.


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Southcross Energy Partners sold for $815 million

American Midstream Partners to acquire Southcross Energy Partners

Southcross Energy Partners sold for $815M. See Stockwinners.com for details

American Midstream Partners (AMID) announced that it has signed an agreement to acquire certain assets of Southcross Holdings, and has proposed to merge Southcross Energy Partners (SXE) into a wholly owned subsidiary of AMID in two separate transactions valued at approximately $815 million, including the repayment of net debt.

As a result of the transactions, the pro forma partnership with an enterprise value of $3 billion is expected to generate annualized 2018 Adjusted EBITDA in excess of $300 million.

AMID has agreed to acquire equity interests in certain Southcross Holdings’ subsidiaries that directly or indirectly own 100% of the limited liability company interests of the general partner of SXE and approximately 55% of the SXE common units by issuing 3.4 million AMID common units, 4.5 million new Series E convertible preferred units, options to acquire 4.5 million AMID common units and the repayment of $139 million of estimated net debt.

The Preferred Units will be issued at a price of $15.00 per unit and may be paid-in-kind at the AMID common unit distribution rate at AMID’s option for two years. AMID will have the right to convert the Preferred Units to AMID common units if the AMID 20-day volume weighted average price exceeds $22.50.

The Options are American-style call options with an $18.50 strike price that expire in 2022.

Public unitholders of SXE will receive 0.160 AMID common units for each SXE common unit in a unit-for-unit merger, which is anticipated to have minimal, if any, tax recognition for such unitholders and which represents a 5% premium to the 20-day volume weighted average exchange ratio of AMID and SXE common units as of October 30, 2017.

The SXE transaction is conditioned on the Southcross Holdings transaction, and until both transactions have closed AMID, Southcross Holdings and SXE will continue to operate as separate companies.

AMID expects the proposal to be attractive to public holders of SXE common units as it will permit them to participate in the future anticipated growth of AMID’s businesses, including the benefit of AMID’s cash distributions on common units, currently paying $1.65 per common unit annually.

SXE closed at $2.10. AMID closed at $13.55.


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