The Special Situation Report #13: 4/17 Roundup

Summary of the Week in Special Situations

Apr 17, 2022

My report on iGaming was published on Thursday. I appreciate you checking it out and letting me know what you think. I hope everyone is enjoying the long holiday weekend. See you again next week; same time, same place.

Update on Developing M&A

Strategic Alternatives & Ongoing Situations

Atlantia (BIT: ATL) received a $63bn buyout proposal from the Benetton family and Blackstone (BX) (Reuters)
CareTech (LSE: CTH) founders raised their takeover proposal and matched a rival bid (Reuters)
Ideagen (AIM: IDEA) is the subject of takeover interest from Cinven (MarketWatch)
Kohl’s (KSS) says bidders are refining their offers and securing financing (Filing); Franchise Group (FRG) reportedly joined the process (Reuters)
Ocean Outdoor (LSE: OOUT) confirmed it is in takeover talks with Atairos (Filing)
Ted Baker (LSE: TED) confirmed that Sycamore will participate in its sale process (Filing)
Twitter (TWTR) received a buyout offer from Elon Musk and implemented a poison pill; Thoma Bravo informed Twitter that it is exploring a bid (Reuters)
- FYI: On Thursday, Substack hosted an online forum to discuss the situation. I spoke alongside Edwin Dorsey, Francine McKenna, Kyla Scanlon & Eric Newcomer. I shared some of my notes here.
VNET Group (VNET) received an unsolicited buyout offer (Filing)

Rumors

Cumulus Media (CMLS) jumped on the report of a takeover bid (Reuters)
Merit Medical Systems (MMSI) has interest from several private equity firms (Reuters)
Tenable (TENB) gained on takeover target speculation amid a boom in cyber security deals (Seeking Alpha)

Update on Shareholder Activism

Activision Blizzard (ATVI) activist SOC Investment Group urged shareholders to reject Microsoft’s (MSFT) offer (Filing)
American Campus Communities (ACC) shareholder Land & Buildings withdrew its board nominees (Letter)
Athira Pharma (ATHA) activist Richard Kayne filed a definitive proxy (Filing)
Codorus Valley (CVLY) announced governance changes and a cooperation agreement with Driver Management (Filing)
Genworth Financial (GNW) activist Scott Klarquist withdrew his candidacy for the board (Filing)
Guess? (GES) activist Legion Partners received support from ISS and Glass Lewis (Bloomberg)
LXP Industrial Trust (LXP) investor Land & Buildings withdrew its proxy nomination (Filing)
Nielsen (NLSN) investor WindAcre now owns 25% of the company, still plans to block sale (Barron’s)
Peloton (PTON) activist Blackwells Capital reiterated its call for a sale of the company (Presentation)
Points.com (PCOM) investor Harspring Capital flipped from a 13G to a 13D (Filing)
Rayonier Advanced Medals (RYAM) commented on a letter from Chatham Asset Management (Press Release)
Republic First Bancorp (FRBK) activist Driver Management filed its definitive proxy (Filing)
Southwest Gas (SWX) activist Carl Icahn released a letter in response to last week’s letter from the company (Filing); Cohen & Steers voiced support for Icahn (Press Release)
Turtle Beach (HEAR) investor Donerail issued a statement regarding its financing capabilities (Filing)
US Foods (USFD) activist Sachem Head reduced its number of director nominees to five (Filing)
Velodyne Lidar (VLDR) founder David Hall issued preliminary proxy in contested election (Filing)
Ventas (VTR) activist Land & Buildings issued an investor presentation criticizing the company (Filing); Ventas issued a response letter to shareholders (Filing)

Update on Other Special Situations

Spin-Offs

Gap (GPS) jumped on rumors it could be pressured to spin-off Athleta (Yahoo)
GlaxoSmithKline (GSK) is pressing ahead with plans to spin off its large consumer healthcare business (Sensodyne, Advil, etc.) in July (Reuters)
Iluka (ASX: ILU) to spin off its Sierra Leone mineral sands business (MarketWatch)
Naturgy Energy (BME: NTGY) postpones the spin-off of its power and gas infrastructure business (Reuters)
Renault (EPA: RNO) is reviewing a spin-off of its electric car business (Electrive)

Other

AMP Capital (ASX: AMP) in talks to sell its infrastructure equity business to Apollo (APO) (S&P Global)
CI Financial (CIXX) announced plans to IPO its U.S. wealth management business (Filing)
Cornerstone Building Brands (CNR) announced the divestiture of its coil coatings business for $500mm amid its pending sale to CD&R (Press Release)
Walgreens Boots Alliance’s (WBA) sale process for its Boots chain reportedly draws the interest of Reliance Industries (NSE: RELIANCE) (Reuters)

Announced M&A

Target / Acquirer – Transaction Enterprise Value

Consumer / Retail

D&D Beyond / Hasbro (HAS) – $146mm (Press Release)

Energy & Natural Resources

Vidler Water Resources (VWTR) / D.R. Horton (DHI) – $289mm (Press Release)

Financials

NN Investment Partners / Goldman Sachs (GS) – $1.7bn (Press Release)

Healthcare

Antares Pharma (ATRS) / Halozyme (HALO) – $960mm (Press Release, Investor Presentation)
Sierra Oncology (SRRA) / GlaxoSmithKline (GSK) – $1.9bn (Press Release)

Technology, Media & Telecommunications

Datto (MSP) / Kaseya – $6.2bn (Press Release)
ReKTGlobal / Infinite Reality – $470mm (Press Release)
SailPoint (SAIL) / Thoma Bravo – $6.9bn (Press Release)

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