The Special Situation Report #132: 10/20 Roundup
Summary of the Week in Special Situations
Table of Contents:
Update on Developing M&A
Update on Shareholder Activism
Update on Other Special Situations
Announced M&A
C-suite Sudden Departures
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Over the last few weeks we have been improving The Special Situations Report with minor changes such as including the expected closing date for announced M&A transactions and a direct link to the merger agreement.
This week we are expanding the Special Situations Report to include C-suite sudden departures, defined as executive departures within 30 days of public announcement.
I would love to hear from you if you find these changes useful.
Update on Developing M&A
Vanda Pharmaceuticals (VNDA): Rejected Cycle Pharmaceuticals' reaffirmed proposal to acquire the company for an all-cash consideration of $8.00 per Vanda share. (Press Release)
Bausch + Lomb (BLCO): Private equity groups TPG (TPG) and Blackstone (BX) have teamed up to work on a joint bid for the eyecare company. (FT)
Intel (INTC): Qualcomm (QCOM) is likely to wait until after the U.S. presidential election in November before deciding whether to pursue an offer to buy Intel. (Bloomberg)
Wolfspeed (WOLF): Thomas Seifert and Woody Young have been nominated to Wolfspeed’s Board of Directors. (Press Release)
Kezar Life Sciences (KZR): Board rejects the unsolicited bid from Concentra Biosciences, as it undervalued the company, and initiated a stockholder rights plan. (Press Release)
Rumors
PHX Minerals’ (PHX): WhiteHawk Energy sent a letter to Mark Behrman, the Chairman of the Board, regarding its proposal to acquire PHX for $4.00 per share. (Press Release)
Expedia (EXPE): Uber (UBER) approached advisers in recent months after a third party broached the idea of an Expedia acquisition to examine whether such a deal would be possible and how it could be structured. (FT)
Humana (HUM): Cigna Group (CI) revived its efforts to combine with its smaller rival, Humana after merger talks fell apart late last year. (Bloomberg)
Update on Shareholder Activism
Lamb Weston (LW): Activist investor Jana Partners has built a stake of roughly 5% and plans to push the struggling potato products company to explore a sale. (WSJ)
Southwest Airlines (LUV): Elliott Investment Management delivered a request to call a Special Meeting of Shareholders for December 10, 2024. (Press Release)
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Update on Other Special Situations
Liberty Global (LBTYA): Liberty Global shareholders will hold a special meeting for the Sunrise spin-off on October 25, 2024. The distribution of Sunrise ADSs is set for November 12, with regular Nasdaq trading beginning on November 13, 2024. (Press Release)
Scilex Holding Company (SCLX): Scilex Holding is considering a spinoff or public listing of Scilex Pharmaceuticals in or outside of the U.S., including Hong Kong. (Press Release)
Sanofi (SNY): French unions have called on workers at Sanofi to strike, protesting the company’s proposal to sell a controlling stake in its consumer healthcare unit, Opella, to private equity firm Clayton Dubilier & Rice for around $16 billion. (Reuters)
Sanofi (SNY): PAI Partners has increased its bid by approximately €200 million ($217 million) for Sanofi’s Opella and pledged to keep the unit’s headquarters and other key operations in France. (Bloomberg)
MDU Resources (MDU): Everus is scheduled to be spun off from MDU Resources on October 31, 2024, via a pro rata distribution of 100% of Everus' outstanding common shares to MDU shareholders of record as of October 21, 2024. Everus will begin trading on the NYSE under the ticker symbol ECG starting November 1, 2024. (Everus Investor Presentation)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Health Care
Longboard Pharmaceuticals (LBPH) / H. Lundbeck A/S - $2.6 bn, Q4 2024 (Press Release, Merger Agreement)
Materials
Universal Stainless & Alloy Products (USAP) / Aperam - $539 mn, Q1 2025 (Press Release, Merger Agreement)
Information Technology
Zuora (ZUO) / Silver Lake and GIC - $1.7 bn, Q1 2025 (Press Release, Merger Agreement)
Sudden Departures
“Sudden Departures” highlight executive exits announced with short notice, where the executive is expected to leave within 30 days of announcement.
CVS Health (CVS): Chief Executive Officer Karen Lynch resigns effective October 18, 2024. (Press Release)
Spectral AI (MDAI): Chief Executive Officer Peter M. Carlson resigns effective October 14, 2024. (Filing)
Maxeon Solar Technologies (MAXN): Chief Executive Officer Bill Mulligan resigns effective October 11, 2024. (Press Release)
American Well (AMWL): Chief Financial Officer Robert Shepardson resigns effective October 18, 2024. (Filing)
Entravision Communications (EVC): Chief Revenue Officer Karl Meyer terminated effective October 14, 2024. (Filing)
Apple (AAPL): Chief People Officer Carol Surface resigns effective October 16, 2024. (Bloomberg)
Lamb Weston (LW): Chief Information and Digital Officer Sukshma Rajagopalan resigns effective October 25, 2024. (Filing)
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