Sangamo Therapeutics files for Chapter 11 bankruptcy protection

BY Richard Summefield

On Tuesday, Sangamo Therapeutics, Inc., a genomic medicine company, announced it had filed for Chapter 11 bankruptcy protection in the US Bankruptcy Court for the District of Delaware to facilitate a court-supervised reorganisation, which is expected to include the auction of substantially all of the company’s assets.

Simultaneously, the company also announced it had entered into two separate asset sale agreements, one with Eli Lilly for Sangamo’s capsid delivery platform, zinc finger platform, modular integrase (MINT) platform and the prion disease programme, ST-506, and another with Astellas Pharma Inc., for the company’s Fabry disease programme, isaralgagene civaparvovec (ST-920).

To underpin the sale process, Lilly and Astellas will each serve as stalking horse bidders for the sale of the assets contemplated by their respective agreements. A stalking horse asset sale agreement establishes a strong baseline offer and is intended to help maximise value for all stakeholders through the Chapter 11 auction process.

Although during the Chapter 11 proceedings the company said “substantially all” of its assets will be up for sale, the stalking horse bids do not include the clinical-stage ST-503 programme to treat chronic neuropathic pain, the giroctocogene fitelparvovec programme to treat hemophilia A, and Sangamo’s cell therapy and regulatory T cell (Treg) assets. Sangamo said these are expected to remain available to interested bidders at the auction.

To maintain operations during the restructuring, Sangamo has secured a commitment for debtor in possession financing from Northridge ATM and its affiliates. The company said the financing, which is subject to court approval, is expected to provide sufficient liquidity to fund operations, support the Chapter 11 process and meet post-petition obligations. Sangamo has filed motions with the US Bankruptcy Court for the District of Delaware seeking authorisation to continue normal business operations during the proceedings.

“Following a comprehensive review of available alternatives, we believe this process provides a clear framework to pursue value‑maximizing transactions,” said Sandy Macrae, chief executive of Sangamo. “Our priority is to execute a disciplined and efficient sale process while supporting all of our stakeholders. We are also pleased to have signed agreements with two large pharmaceutical companies to serve as stalking horse bidders in the process, underscoring the strategic interest in our assets.”

Sangamo reported a $31m net loss on revenue that fell 78 percent year over year to $1.4m from $6.4m. Sangamo said $5m of that decrease was due to Pfizer’s termination early last year of its collaboration with Sangamo to develop a hemophilia A gene therapy, giroctocogene fitelparvovec. The company is also laying off approximately 51 staffers, or around 40 percent of its total workforce, according to a filing with the Securities and Exchange Commission.

News: Sangamo Therapeutics Enters Into Asset Sale Agreements with Lilly and Astellas

CRH acquires rival Arcosa in $8.5bn all-cash deal

BY Fraser Tennant

In a deal that reinforces its position as the number one infrastructure player in North America, buildings material provider CRH is to acquire its rival Arcosa in an all-cash transaction valued at approximately $8.5bn.

Under the terms of the agreement, Dublin-based CRH is offering Arcosa’s stockholders $150 per share, representing a 10.4 percent premium to Arcosa’s last close. CRH intends to fund the transaction with available cash and committed debt financing.

Marking the Irish company’s largest-ever takeover, the acquisition of Dallas-based Arcosa will give CRH exposure to GE Vernova (GEV) – one of the major infrastructure companies in the world and one of Arcosa’s biggest clients.

“This strategic acquisition advances our strategy to build an aggregates-led, connected portfolio,” said Jim Mintern, chief executive of CRH. “As demand for US energy and utility infrastructure solutions accelerates, this transaction places CRH at the forefront of an immense growth opportunity and demonstrates our ongoing commitment to building market-leading positions through disciplined capital allocation.”

The boards of directors of both companies have unanimously approved the transaction.

“This transaction is a powerful validation of the work we have done in recent years to grow in attractive markets, simplify our portfolio, reduce cyclicality and build a more resilient business focused on construction products and engineered structures,” said Antonio Carrillo, president and chief executive of Arcosa. “For our stockholders, this transaction crystalises the value we have built.”

The transaction is expected to close in the first quarter of 2027 subject to approval from Arcosa’s stockholders, regulatory approvals and customary closing conditions.

A provider of infrastructure-related materials, products and solutions, Arcosa’s construction products business is a leading aggregates platform in the US, with 109 quarries and yards, nine asphalt plants, 19 terminals and approximately 35 million tonnes of 2025 aggregates shipments.

Mr Carrilo concluded: “We are excited that CRH recognises our value, and we are confident that their resources, scale and expertise will provide attractive opportunities for our team members, for our customers and for the communities we serve.”

News: CRH to buy Arcosa in $8.5 billion all-cash deal

Texas insurer Hallmark files for Chapter 11

BY Fraser Tennant

Citing parent company legacy challenges, insurance firm Hallmark Financial Services has filed for Chapter 11 bankruptcy protection to effectuate a restructuring support agreement (RSA).

The RSA contemplates a restructuring transaction with Hildene Capital Management and certain of its affiliates, whose clients collectively comprise the majority holder of Hallmark’s debt obligations.

Hallmark has also filed customary ‘first-day’ motions that will allow it to maintain business operations and uphold its commitments to employees, agents, policyholders and vendors, including continued payment of employee wages and benefits.

The company has sufficient cash on hand and does not require debtor-in-possession financing.

“Over the past two years, we have taken meaningful actions to address legacy challenges at our parent company, including exiting underperforming businesses and improving liquidity,” said Chris Kenney, president and chief executive of Hallmark. “With the support of our lenders, this transaction is the right next step to strengthen our balance sheet, enhance financial flexibility and position Hallmark for long-term success.”

Hallmark’s insurance company subsidiaries are not part of the proceeding and will continue to operate in the ordinary course during the restructuring process.

“Importantly, our insurance company subsidiaries continue to perform well and are not part of this process,” continued Mr Kenney. “We remain fully committed to servicing and partnering with policyholders, agents and vendors without interruption, and we expect normal business operations to continue.”

Founded in 1987 and headquartered in Dallas, Texas, Hallmark is a diversified property and casualty insurance company offering commercial and personal insurance solutions to businesses and individuals in specialty and niche markets. The company is licensed and eligible to write admitted and non-admitted business in 47 and 44 states, respectively. 

Hallmark expects to emerge from the Chapter 11 process in less than 90 days, subject to regulatory approval.

Mr Kenney concluded: “We appreciate Hildene’s support and confidence in our business and believe this transaction positions Hallmark for a stronger future.”

News: Texas Insurer Hits Ch. 11 With $134M Debt, Prepackaged Plan

Fox agrees $22bn Roku deal

BY Richard Summerfield

Fox Corp has agreed to acquire streaming tech company Roku in a cash-and-stock deal worth approximately $22bn.

Under the terms of the deal, Roku shareholders will receive $96 in cash and about 0.97 Fox class A shares for each ​share held, valuing the offer at $160 per share. That represents a 33.7 percent premium to Roku’s close on Thursday, a day before publications reported it was exploring options including a ‌sale.

The boards of both companies have ⁠unanimously approved ​the transaction, which is expected to close in the first half of calendar year 2027 ​and will generate around $400m in annual cost savings. The deal will include roughly $14.6bn in cash, with the rest paid in stock, adding about $8.3bn in debt to Fox’s balance sheet.

Upon closing, existing Fox shareholders are expected to own approximately 73 percent of the combined company and Roku shareholders approximately 27 percent.

“This is a defining moment for FOX, and a natural extension of the deliberate and focused strategy we have been executing for nearly a decade,” said Lachlan K. Murdoch, executive chair and chief executive of Fox Corporation. “In 2019, we reoriented the company around live news and sports. In 2020, we acquired Tubi and under our stewardship it has become one of the most successful businesses in streaming. Today, we take the next step: bringing together the most valuable live content portfolio in video consumption with the preeminent streaming platform through which America watches it.

“This combination will transform the scope of our company into high-growth verticals and yield a step change in our overall growth profile,” he continued. “And we are executing this acquisition from a position of financial strength – maintaining our investment grade balance sheet while providing our shareholders with an uninterrupted return of capital program in the form of share buybacks and dividends. Roku pioneered streaming TV and scaled it into a leading CTV platform. Together, we intend to lead its next chapter.”

“Over the past two decades, we’ve built Roku into the leading TV streaming platform, reaching more than 100 million households globally and reshaping how people discover and enjoy entertainment,” said Anthony Wood, founder, chairman and chief executive of Roku. “I’m incredibly proud of what our team has built, and the combination with FOX is an extraordinary opportunity to accelerate our vision, scale faster and innovate more aggressively for viewers, partners and advertisers.

“That’s why our Board of Directors unanimously determined after concluding its strategic review process that this transaction offers a significant premium to Roku shareholders while also providing them with the opportunity to participate in the compelling future upside of the combined company,” he added.

Roku is the biggest streaming platform for smart TVs in the US, running on more than a quarter of internet-connected devices, according to research firm Park Associates. The company was something of trailblazer when it came to offering streaming services to mass audiences, with its operating system offering users access to apps to a multitude of streaming services such as Netflix and Amazon Prime, as well as its own channel. Globally, more than 100 million households stream with Roku.

News: Fox strikes $22 billion deal for Roku to fuel streaming push

GSK agrees $10.6bn Nuvalent deal

BY Richard Summerfield

GSK has agreed to buy US cancer biotech Nuvalent for $10.6bn, in the UK pharmaceutical group’s biggest acquisition for more than a decade.

The all-cash deal values Nuvalent at around $124 per share, a 40 percent premium to its last closing price before the deal was announced and a 26 percent premium to the company’s 30 calendar day volume-weighted average price.

According to a statement announcing the deal, the transaction will be funded primarily from new and existing debt facilities plus cash, with no impact expected to GSK’s credit rating. GSK will maintain a strong investment grade credit profile and retain balance sheet capacity for further accretive business development.

The deal, which is expected to close in Q3 2026, is indicative of the strategic shift the company has undertaken since the appointment of Luke Miels, its new chief executive. The company previously prioritised bolt-on acquisitions, but under Mr Miels appears to be moving away from this tactic.

GSK is also making a concerted push into on oncology treatments under its new leadership. Since taking control of the company, Mr Miels has pledged to accelerate development of new medicines ​and target new assets to strengthen GSK’s late-stage pipeline and manage the 2028 patent expiry of its key HIV medicine dolutegravir. The company reported a 43 percent rise ‌in sales ⁠across its oncology portfolio last year to just under £2bn, which accounted for around 6 percent of the group's total.

“Today’s acquisition is a multi-product deal, consistent with our approach to acquire assets that have clinically proven targets and meaningfully address an efficacy and/or tolerability gap,” said Mr Miels. “The two lead products are potential best-in-class assets that could launch this year if approved by the FDA and offer significant new treatment options to patients with two forms of non-small cell lung cancer.

“The acquisition provides GSK with immediate new sales growth opportunities, improving profit contributions from 2027, and a platform in lung cancer for rapid expansion with Ris-Rez, our B7-H3 targeted ADC in phase III clinical development,” he added.

“Since our founding, we have leveraged our deep expertise in chemistry and structure-based drug design to develop a portfolio of novel, potentially best-in-class kinase inhibitors,” said James Porter, chief executive of Nuvalent. “Our close collaboration with leading physician-scientists and patient advocates has driven remarkable enrolment, accelerating development and building confidence in the clinical profile of these drugs.

“We’re excited that GSK has recognised the significant value these programmes can offer patients and shares our vision for practice-changing innovation,” he continued. “GSK’s proven track record, infrastructure, and expertise will support the successful commercialisation of zidesamtinib and neladalkib, as well as accelerate advancement of our broader discovery pipeline.”

News: GSK boosts cancer portfolio with $10.6 billion Nuvalent takeover