AstraZeneca recommends shareholders reject ‘Mini-Tender’ Offer by TRC Capital Investment Corporation

On October 18, 2021 AstraZeneca PLC (AstraZeneca) (NASDAQ: AZN) reported that it has received notification of an unsolicited ‘mini-tender’ offer to holders of American Depositary Shares (ADSs) in AstraZeneca by TRC Capital Investment Corporation of Toronto, Canada (TRC Capital) (Press release, AstraZeneca, OCT 18, 2021, View Source [SID1234591497]). The offer documentation indicates that TRC Capital offers to purchase up to 2,000,000 ADSs, equivalent to approximately 0.06% of the outstanding Ordinary Shares in AstraZeneca, at a price of $57.88 per ADS in cash. TRC Capital’s offer price is 4.5% less than the closing price per share of an ADS on the Nasdaq Stock Market on October 8, 2021, the last trading day before the mini-tender offer commenced.

AstraZeneca does not in any way recommend or endorse the TRC Capital offer and recommends that shareholders reject the offer because the offer price is below the market price for ADSs immediately prior to this announcement.

Shareholders are advised that TRC Capital has reserved the right to delay payment for ADSs tendered, to withdraw its offer at any time and to amend its offer in any respect. TRC Capital may also decline to purchase ADSs tendered if any one of numerous conditions is not satisfied, including receipt by TRC Capital, on terms satisfactory to TRC Capital, of financing necessary to complete the offer or if there is any decrease in the market price of the AstraZeneca ADSs.

AstraZeneca shareholders who have already tendered their ADSs are advised that they may withdraw their shares by providing the written notice of withdrawal as described in the TRC Capital offer documentation prior to 12:01 a.m., New York City time, on November 9, 2021.

TRC Capital over the past several years has made numerous unsolicited ‘mini-tender’ offers for other companies’ shares. Neither AstraZeneca nor any of its directors or officers is affiliated with TRC Capital.

‘Mini-tender’ offers are offers to purchase less than five percent of a company’s outstanding shares, thereby avoiding many of the filing, disclosure and procedural requirements of the United States Securities and Exchange Commission (SEC). ‘Mini-tender’ offers do not therefore provide investors with the same level of protection as provided by larger tender offers under United States securities laws. The SEC has cautioned investors about mini-tender offers noting that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC also published investor tips regarding these offers on its website at: View Source

AstraZeneca advises shareholders to obtain current market quotations for their ADSs, to consult with their investment advisors and to exercise caution with respect to this ‘mini-tender’ offer.

AstraZeneca encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC’s website at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

AstraZeneca requests that a copy of this announcement be included with all distributions of materials relating to TRC’s mini-tender offer.

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Flex Announces Definitive Agreement to Acquire Anord Mardix

On October 18, 2021 Flex (NASDAQ: FLEX) reported it has entered into a definitive agreement to acquire Anord Mardix, a global leader in critical power solutions, from private equity firm Bertram Capital (Press release, Flex Pharma, OCT 18, 2021, View Source [SID1234591493]). The acquisition adds to Flex’s portfolio of Power products and expands its offering in the data center market. The $540 million all-cash transaction has been unanimously approved by Flex’s Board of Directors and is expected to close in the fourth quarter of calendar 2021, subject to customary closing conditions, including regulatory approval.

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Anord Mardix was established in 2018 as a result of a business combination between Anord Control Systems and Mardix, each with over 50 years of engineering experience. Anord Mardix offers an extensive product portfolio of critical power solutions including switchgear, busway, power distribution and modular power systems, along with monitoring solutions and services. This portfolio combined with Flex’s embedded power, server and storage products, racks and enclosures and full systems assembly capability will accelerate the company’s growth in the data center market. Anord Mardix will also leverage Flex’s global footprint and supply chain to establish itself as a trusted provider of quality products at scale across all major regions.

"This acquisition builds on Flex’s previously articulated strategy to move toward higher margin opportunities in faster growing verticals in our Reliability business," said Revathi Advaithi, Chief Executive Officer of Flex. "With Anord Mardix, Flex’s business will be better positioned to capture rising global demand for data center power solutions."

"Anord Mardix primarily markets critical power directly to data center operators. By joining Flex, we will be able to build out Anord Mardix’s comprehensive range of end-to-end power systems for critical data facilities, leveraging Flex’s expertise and efficiencies in advanced manufacturing and global supply chain. We look forward to being a part of Flex and expanding our abilities to provide quality data center solutions to our customers," said James Peacock, who will be Managing Director, of Anord Mardix.

As a widely trusted partner serving a diverse, global customer base, Flex’s global scale and key relationships with industry leaders will benefit Anord Mardix as they work to expand into the U.S. and Asian markets, with key hyperscale and colocation partners. Together, the combined offerings provide a broad opportunity for strategic growth and for Flex to further penetrate a $10 billion addressable market, that is expected to grow at an approximately 9% CAGR through 2026.

Anord Mardix is on track to generate approximately $360 million in revenue in calendar 2021 and is well positioned for continued growth in the coming years. Flex expects the Anord Mardix transaction to be accretive to adjusted EPS and to deliver mid-teens EBITDA margins in fiscal year 2023, which begins April 1, 2022. For reporting purposes, Anord Mardix will be included in the Industrial business unit inside Flex’s Reliability Solutions segment.

Flex management will further discuss the acquisition on its upcoming earnings call on Wednesday, October 27th, 2021 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time).

Novavax to Host Conference Call to Discuss Third Quarter Financial Results and Operational Highlights on November 4, 2021

On October 18, 2021 Novavax, Inc. (Nasdaq: NVAX), a biotechnology company dedicated to developing and commercializing next-generation vaccines for serious infectious diseases, reported it will report its third quarter 2021 financial results and operational highlights on Thursday, November 4, 2021, following the close of U.S. financial markets (Press release, Novavax, OCT 18, 2021, https://www.prnewswire.com/news-releases/novavax-to-host-conference-call-to-discuss-third-quarter-financial-results-and-operational-highlights-on-november-4-2021-301402234.html [SID1234591492]). Details of the event and replay are as follows:

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Participants will be prompted to request to join the Novavax, Inc. call.
To ensure a timely connection, it is recommended that participants join at least 10 minutes prior to the scheduled webcast.

Cancer patients, caregivers benefit with integrated clinic-to-pharmacy care through Prime Therapeutics’ IntegratedRx™ – Oncology

On October 18, 2021 Prime Therapeutics, a leading pharmacy benefit manager (PBM) serving more than 33 million members, reported that IntegratedRx – Oncology (Press release, Prime Therapeutics, OCT 18, 2021, View Source;oncology-301402335.html [SID1234591491]). This new clinically integrated program streamlines the treatment pathway for members who are fighting cancer so they can now receive their oral oncolytic and companion medications in the clinical setting directly from their oncologist’s clinic or affiliated hospital pharmacy. This promotes lower drug costs, quicker time-to-medication, better adherence and an improved patient and provider experience for Blue Plans and their members.

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Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

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The IntegratedRx – Oncology program represents Prime’s channel independent approach of identifying solutions that drive the best financial and quality outcomes for Blue Plans and members. It makes Prime the only large PBM that doesn’t prioritize a central fill specialty pharmacy as the primary model to receive their oral oncolytic medications.

The nationwide rollout of IntegratedRx – Oncology builds on a successful pilot program with McKesson Health Mart Atlas, the largest pharmacy services administrative organization (PSAO) in the U.S., conducted in Florida, Minnesota and the Pacific Northwest earlier this year. The integrated care pilot indicated benefits to providers as well as patients, including:

Shorter fill times allowing patients to begin treatment up to two days faster.
Significantly better medication adherence.
Reduced drug costs.
"We were delighted to work with Prime to innovate and develop this new program that employs a best-in-care integrated dispensing model for cancer medications," said Mark Alwardt, vice president of Medically Integrated Dispensing at McKesson. "At McKesson, we have a patient-first mentality and saw the opportunity to help deliver superior member outcomes through improved therapy management, a collaborative care model and expanded drug access."

"By connecting the care team to the practice pharmacy, IntegratedRx Oncology removes roadblocks that can complicate the cancer care journey," said Joseph Leach, M.D., chief medical officer for Prime and a practicing oncologist. "This type of channel-agnostic approach is a hallmark of Prime’s focus on improving the member and provider experience. An integrated pharmacy-provider model is proven to improve medication adherence and results in better care management. IntegratedRx is designed to bring the pharmacy, caregiver and physician closer together to the patient."

Prime is also collaborating with other national health care companies to operationalize and ensure success of the program, including AmerisourceBergen and Shields Health Solutions. As a leading distributor of specialty pharmaceuticals, AmerisourceBergen is now offering IntegratedRx to physician practice and health systems customers.

"As a company that helped pioneer medically-integrated dispensing programs within independent oncology and launched the first-ever specialty PSAO, we believe in enabling the necessary access to specialty drugs and oral oncolytics in an integrated care setting," said Lisa Harrison, RPh, President of Specialty Distribution at AmerisourceBergen. "The IntegratedRx program enhances the patient and provider experience, and elevates a new model for how oncology care is delivered. We are excited to be a part of this program."

Prime has also partnered with NCODA to launch a new Center of Excellence Accreditation Program Prime will prefer for its new clinically integrated program.

"Allowing medically integrated pharmacies to go beyond the first fill provides the most optimal outcome for the patient and all stakeholders involved," said Michael Reff, NCODA Executive Director. "Developing a model for MIPs several years ago and now collaborating with Prime and seeing them bring it to scale with a formal MIP Accreditation requirement, is a pinnacle point in this mission that brings sustainability, improved clinical experience and better care to millions of patient lives."

"Prime’s IntegratedRx program allows Blue Plans to lead in market with a differentiated care model that benefits their members and clients," added Leach. "We appreciate the willingness of all our program partners to innovate with us on this new offering."

Beginning with Oncology, the IntegratedRx suite of products will streamline medication delivery for various medical conditions. Available to all Blue Plans, several Prime clients will implement IntegratedRx – Oncology starting in the fall of 2021.

NantHealth Teams Up with Care Continuity for Patient Navigation and Care Coordination Across the Healthcare Continuum

On October 18, 2021 NantHealth, Inc. (NASDAQ-GS: NH), a leading provider of enterprise solutions that help businesses transform complex data into actionable insights, reported an agreement with Care Continuity Inc., a leader in network integrity and care navigation across the care continuum (Press release, NantHealth, OCT 18, 2021, View Source [SID1234591490]). The agreement was formed to improve the management of care logistics for complex, high risk and chronic diseases. The care pathways enabled by this collaboration will support clinicians, patients, and their families across health networks, and help to ensure patients receive equal, high-quality access to treatment. The initial focus is the extension of cancer pathways through Eviti Connect, then adding other high risk and chronic care pathways through NantHealth’s NaviNet payer/provider collaboration platform.

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Health systems, payers and Accountable Care Organizations (ACOs) invest significant resources building care delivery networks, yet too often rely on patient/member self-navigation and ad hoc tools to connect the dots across the various access points. This results in poor outcomes, patient attrition, and ultimately, lost market share.

Care Continuity’s cloud-based provider communication and consultation management platform will leverage NantHealth’s Eviti Connect to guide patients through their healthcare plans step by step. Eviti provides data—including evidence-based standards and therapies—that gives payers and providers confidence to prescribe and reimburse high-quality, high-value cancer care. Care Continuity will connect patients/members with information that helps them navigate from one step of the treatment to the next. Navigation offerings include:

Emergency Discharge Program: Designed to ensure members visiting the emergency department receive timely care from a physician in the payers’ high quality provider network. Navigators will reach out to targeted patients to offer assistance in scheduling their post-discharge follow-on care.
Inpatient Discharge Services: Designed to ensure that members have all required post discharge follow-on care scheduled prior to discharge, are supported in the transition to post-acute services (e.g., rehab, home care), and are provided with subsequent scheduling of physician appointments and handling of the associated care logistics.
High Touch Care Management Support: An experienced concierge team provides a high level of support, helping to enroll members in complex care management programs.
Referrals Workflow: Through more coordinated health networks, primary care givers can refer patients to the highest quality provider in the network and reduce network leakage.
"When it comes to cancer care, there are many overwhelming decision points for the patient and provider," said Ron Louks, Chief Operating Officer at NantHealth. "Health care navigation through our agreement with Care Continuity furthers NantHealth’s commitment to providing our customers with better data and insights while also helping to advocate for equal, quality healthcare for every patient."

"Patients, when most vulnerable, should not be expected to navigate care on their own," said Andrew Thorby, Chief Executive Officer at Care Continuity. "We are honored, as a trusted patient advocate, to partner with NantHealth and leverage actionable insights to ensure members get the essential services they need."