Sep 14, 2020

Axios Pro Rata

By Dan Primack
Dan Primack

🎧 Axios Re:Cap focuses on tech's role in fighting the California wildfires. What it's doing, and what it's not. Listen via Apple, Spotify, or Axios.

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Top of the Morning

Illustration: Aïda Amer/Axios

The TikTok deal saga is a lot like TikTok itself — wait a minute and something new happens.

The latest: Microsoft is out. Oracle is in, but more as a cloud services provider than as an actual acquirer. It remains unclear if both Beijing and Washington, D.C., will bless the proposed arrangement.

Between the lines: Original deal talks involved all of TikTok's operations, including its underlying algorithm, in the U.S., Canada, Australia and New Zealand.

  • New Chinese tech export rules complicated matters, and the current proposal would let ByteDance retain the algorithm. One possibility is that Oracle could pledge encryption of the U.S. data, since the data and recommendation engine work hand-in-glove. But even that is unlikely to appease GOP hardliners on China.
  • Microsoft never offered to split the baby, believing that to do so would have prevented it from implementing publicly stated goals like ensuring child safety.
  • Two sources close to the process says that ByteDance recently limited talks to TikTok's U.S. assets, saying the original quartet was an artifact of how ByteDance structured the business, not based on strategy or government pressures.

What Oracle is saying: "Oracle confirms ... that it is part of the proposal submitted by ByteDance to the Treasury Department over the weekend in which Oracle will serve as the trusted technology provider. Oracle has a 40-year track record providing secure, highly performant technology solutions," per a statement to Axios.

What Microsoft said: "We are confident our proposal would have been good for TikTok’s users, while protecting national security interests," per a blog post.

  • Microsoft had been working with Walmart on its proposal, but there's nothing stopping Walmart from now offering its e-commerce expertise to Oracle.

What ByteDance is saying: Nothing.

Timeline: President Trump has talked about a Sept. 15 deadline, but his executive order gives TikTok parent company ByteDance until Sept. 20 to have a White House-approved arrangement. Treasury Secretary Steven Mnuchin this morning confirmed on CNBC that Sept. 20 is the operative date.

The bottom line: No one is buying TikTok. The question now is if Oracle and ByteDance have successfully devised a workaround to avoid President Trump's threatened ban.

The BFD

Illustration: Sarah Grillo/Axios

Nvidia (Nasdaq: NVDA) agreed to buy British chip design firm Arm from SoftBank (Tokyo: 9984) for upwards of $40 billion.

  • Why it's the BFD: It's the largest ever semiconductor industry merger.
  • Details: The deal includes $21.5 billion of Nvidia stock and $12 billion in cash. SoftBank also could fetch another $5 billion via earnouts based on Arm's financial performance, while the last $1.5 billion is retention-related comp for Arm employees.
  • ROI: SoftBank paid $32 billion to buy Arm back in 2016, later rolling a 25% stake into its Vision Fund. Without the earnout, the deal is basically a wash.
  • Per Axios' Ina Fried: "Arm doesn't make chips itself, but its designs are widely used by other chipmakers to power phones, tablets, game consoles and internet-of-things devices as well as servers and networking gear."
  • The bottom line: SoftBank needed cash. It also gets to swap Arm for shares in a much faster-growing chip company.
Venture Capital Deals

Dream11, an Indian fantasy sports app, raised $225 million in primary and secondary funding at a valuation north of $2.5 billion, per TechCrunch. Backers include TPG, Tiger Global, ChrysCapital, and Footpath Ventures. http://axios.link/sZUz

Airtable, a San Francisco-based coding platform for non-techies, raised $185 million in Series D funding at a $2.5 billion valuation. Thrive Capital led, and was joined by D1 Capital and return backers Benchmark, Coatue Management, Caffeinated Capital, and CRV. www.airtable.com

🚑 Escient Pharmaceuticals, a San Diego-based biotech focused on neuro-immuno-inflammatory and autoreactive diseases, raised $77.5 million in Series B funding. Sanofi Ventures and Cowen Healthcare Investments co-led, and were joined by Redmile Group, Perceptive Advisors and return backers The Column Group, 5AM Ventures, and Osage University Partners. www.escientpharma.com

Replicant, a San Francisco-based developer of voice chat bots, raised $27 million in Series A funding. Return backer Norwest Venture Partners led, and was joined by State Farm Ventures, Atomic, Bloomberg Beta, and Costanoa Ventures. http://axios.link/wnCb

🚑 Attralus, a San Francisco-based biotech focused on systemic amyloidosis, raised $25 million in Series A funding led by VenBio Partners. www.attralus.com

EODev, a French developer of hydrogen technologies, raised €20 million in first-round funding from Accor Group, Thélem Assurances, and the Monnoyeur Group. http://axios.link/EJHu

WinZO, an Indian gaming platform, raised $18 million in Series B funding. Makers Fund led, and was joined by Courtside Ventures, Kalaari Capital, Revant Bhate, FinAdvantage, and Indigo Edge. http://axios.link/exVf

The Pro’s Closet, a Louisville, Colo.-based online used bike retailer, raised $12 million. Foundry Group and Edison Partners co-led, and were joined by Ridgeline Ventures. http://axios.link/2pKB

🚑 Medefer, a British virtual health care provider, raised £10 million led by Nickleby Capital. http://axios.link/5oPV

Toucan, a Chrome browser for users seeking to learn a new language, raised $3 million. GSV Ventures led, and was joined by Amplifyher Ventures, Wonder Ventures, Golden Ventures, Halogen Ventures, and Vitalize Ventures. http://axios.link/SEQk

Private Equity Deals

Garda World Security, a Canadian private equity company owned by BC Partners, offered to buy British rival G4S (LSE: GFS) for around £2.95 billion. http://axios.link/1TjO

🍞 Hovis Holdings, a British breadmaker, has received takeover approaches from multiple private equity firms, per Sky News. A deal could be valued at over £100 million. http://axios.link/RL8F

Novacap acquired a majority stake in Optiom, a Calgary-based specialty insurer and provider of vehicle replacement coverage. www.optiom.com

Pacific Equity Partners offered to buy Australian enterprise software company Citadel Group (ASX: CGL) for A$449 million, or A$5.70 per share (43.2% premium to Friday’s closing price). http://axios.link/Ft4m

Thomas H. Lee Partners acquired Insurance Technologies, a Colorado Springs-based provider of sales and regulatory automation software to the insurance and financial services industries, from NexPhase Capital. www.insurancetechnologies.com

Public Offerings

❄️Snowflake, a San Mateo, Calif.-based cloud data warehousing company, increased its IPO price range from $75-$85 to $100-$110. In the middle, it would raise $2.94 billion at nearly a $29 billion market cap (plus concurrent purchases by Berkshire Hathaway and Salesforce). Snowflake raised around $1.4 billion in VC funding, most recently at a $12.4 billion valuation, from firms like Sutter Hill Ventures (20.3% pre-IPO stake), Altimeter (14.8%), Iconiq (13.8%), Redpoint Ventures (9%), Sequoia Capital (8.4%), and Dragoneer. http://axios.link/l5Xw

Allegro, a Polish e-commerce company, plans to go public in Warsaw at a valuation of between €10 billion and €12 billion. If successful, it would become Poland’s most valuable listed company. Backers include Cinven, Permira, and Mid Europa Partners. http://axios.link/P8cw

🚑 Athira Pharma (fka M3 Biotech), a Seattle-based regenerative medicine startup focused on neurological diseases, set IPO terms to 10 million shares at $15-$17. It would have a fully-diluted market value of $480 million, were it to price in the middle, and will list on the Nasdaq (ATHA) with Goldman Sachs as lead underwriter. It raised in VC funding from such firms as Perceptive Advisors, RTW Investments, Viking Global, and Venrock. http://axios.link/ac1m

Corsair Gaming, a Fremont, Calif.-based gaming hardware maker owned by EagleTree Capital, set IPO terms to 14 million shares at $16-$18. It would have a fully-diluted market value of $1.7 billion, were it to price in the middle. Corsair plans to trade on the Nasdaq (CRSR) with Goldman Sachs as lead underwriter, and reports $24 million of net income on $684 million in revenue for the first half of 2020. http://axios.link/WHik

JFrog, an Israeli software management company, increased its proposed IPO range from $33-$37 to $39-$41. It would raise at a fully-diluted market value of $4.1 billion, were it to price in the middle, and will list on the Nasdaq (FROG) with Morgan Stanley as lead underwriter. It raised around $228 million in VC funding from firms like Gemini Israel Ventures (15.8% pre-IPO stake), Scale Venture Partners (10.8%), Sapphire Ventures (9.9%), Insight Partners (9.8%), Dell (9.3%), and Qumra Capital (5.2%). http://axios.link/MJyc

🚑 GoodRx, a price comparison app for prescription drugs at local pharmacies, set IPO terms to 34.6 million shares at $24-$28. It would have an initial market cap of nearly $10 billion, were it to price in the middle, and list on the Nasdaq (GDRX) with Morgan Stanley as lead underwriter. The company reports nearly $55 million of net income on $257 million in revenue for the first half of 2020. Backers include Silver Lake, Francisco Partners, and Spectrum Equity. http://axios.link/1I5y

🚑 Oncorus, a Cambridge, Mass.-based developer of viral immunotherapies for solid tumors, filed for an $86 million IPO. The pre-revenue company plans to list on the Nasdaq with Jefferies as lead underwriter, and raised in VC funding from firms like MPM Capital (17% pre-IPO stake), UBS Oncology (14.1%), Deerfield Management (11.6%), Cowen Healthcare Investments (7.5%), Arkin BioVentures (5.6%), and Perceptive Advisors. http://axios.link/QGTi

SPAC Stuff

Altimeter Growth Corp., a tech-focused SPAC formed by Altimeter Capital, filed for a $450 million IPO. http://axios.link/4m5R

Broadstone Acquisition, a Europe-focused SPAC formed by Sun Capital Partners, raised $300 million in its IPO. http://axios.link/v9Xz

Delwinds Insurance Acquisition, an insurance-focused SPAC led by Gray Insurance Co. execs, filed for a $200 million IPO. http://axios.link/WUUl

Ribbit LEAP, a fintech-focused SPAC formed by VC firm Ribbit Capital, raised $350 million in its IPO. http://axios.link/FGgB

Qell Acquisition, a sustainable tech-focused SPAC formed by PIMCO and led by Barry Engle (ex-president of GM North America), filed for a $300 million IPO. http://axios.link/KEgU

Liquidity Events

Thoma Bravo is seeking a buyer for Planview, an Austin, Texas-based provider of portfolio and resource management SaaS, per PE Hub. http://axios.link/ankG

More M&A

Illustration: Lazaro Gamio/Axios

🚑 Gilead Sciences (Nasdaq: GILD) agreed to buy Immunomedics (Nasdaq: IMMU), developer of an FDA-approved treatment for triple-negative breast cancer, for $21 billion. The $88 per share deal deal represents a 108% premium to Friday’s closing price and a 322% premium to where Immunomedics was trading at the beginning of 2020. http://axios.link/m57Q

Adtalem Global Education (NYSE: ATGE) agreed to buy Walden University, a Minneapolis-based provider of online degree programs for working adults, from Laureate Education (Nasdaq: LAUR) for $1.48 billion in cash. http://axios.link/Fl8S

Patrick Drahi offered to pay €2.5 billion for the stake he doesn’t already hold in Altice Europe (Amst: ATC). The €4.11 per share deal represents a 24% premium over Thursday’s closing price, and would value the telecom at €4.9 billion. http://axios.link/UOmm

Euronext (Paris: ENX) confirmed that it made a non-binding offer to buy Borsa Italiana from the London Stock Exchange (LSE: LSE). Reuters adds that Switzerland’s Six also made an offer for the Italian exchange operator. http://axios.link/xixr

Grab, the South Asian ride-hail and fintech giant, is in talks to raise $3 billion from Alibaba Group (NYSE: BABA), per Bloomberg. Meanwhile, the FT reports that Grab and Indonesia’s GoJek have resumed merger talks.

Orix Corp. (Tokyo: 8591) will pay $980 million for around a 20% stake in Indian renewable energy company Greenko Energy Holdings. http://axios.link/V5fY

Suez (Paris: SEVI), a French water and wastewater treatment company, said it’s working on an alternative to a rejected minority investment approach from rival Veolia Environnement (Paris: VIE). http://axios.link/Ip05

Fundraising

Beech Tree, a British private equity firm, raised around $192 million for its third fund, per an SEC filing. www.birchtreepe.com

Greenfield Partners, led by the former Israel team of TPG Growth, raised $150 million for its first independent fund. http://axios.link/MonP

It's Personnel

Katie Melzer joined Compass Diversified as a managing director and head of biz dev. She previously was a director of consumer investment banking with Baird. www.compassdiversified.com

Final Numbers
Source: Refinitiv Deals Intelligence. Data through Sept. 10, 2020.
Dan Primack

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