The Special Situation Report #133: 10/27 Roundup

Summary of the Week in Special Situations

Asif

Oct 27, 2024

Update on Developing M&A
Update on Shareholder Activism
Update on Other Special Situations
Announced M&A
C-suite Sudden Departures

Update on Developing M&A

Bausch + Lomb (BLCO): Banks and private credit firms are competing to provide at least $5 billion of debt financing to help fund the potential buyout. (Bloomberg)
DMC (BOOM): The Board announced it is no longer actively marketing DynaEnergetics and NobelClad. (Press Release)
Altair Engineering (ALTR): Siemens AG is in talks about a potential deal to acquire software maker Altair. (Bloomberg)

Rumors

Spirit Airlines (SAVE): Frontier Airlines (ULCC) is exploring a renewed bid, as Spirit continues discussions with bondholders over the terms of a potential bankruptcy filing. (WSJ)
Altair Engineering (ALTR): Exploring a sale after receiving acquisition interest. (Reuters)
Element Solutions (ESI): Exploring options including a sale. (Bloomberg)
Seadrill (SDRL): Transocean (RIG) is in talks to merge with rival offshore drilling contractor Seadrill. (Bloomberg)
Summit Materials (SUM): Quikrete Holdings has approached Summit about a potential takeover. (Bloomberg)
Integral Ad Science (IAS): Exploring a potential sale after receiving takeover interest. (Bloomberg)

Update on Shareholder Activism

Kenvue (KVUE): Activist investor Starboard Value has a sizable stake in Tylenol maker Kenvue to make changes to boost its share price. (WSJ)
Cheesecake Factory (CAKE): Activist investor JCP Investment Management has built a position in Cheesecake Factory and is urging the restaurant operator to spin off three of its smaller brands into a separate public company. (WSJ)
Southwest Airlines (LUV): Added six new board directors in a pact with Elliott and announced accelerated retirement for its Executive Chairman Gary Kelly. (Bloomberg)
Pfizer (PFE): Starboard Value CEO Jeffrey Smith said there has been at least $20 billion in value destruction at Pfizer, which he admonished for failing to deliver on a pipeline of new potential blockbusters. (Bloomberg)
nCino (NCNO): HMI Capital, which owns 6.8% of the company, has had and intends to continue discussing with the Board regarding increasing shareholder value. (13D Filing)
Five9 (FIVN): Legion Partners has built a stake in Five9 and is pushing for a board seat and cost cuts. (Reuters)
Algoma Steel (ASTL): Maple Rock Capital Partners pushed for an increase in the size of the Board and to nominate a representative for the Board of the company. (13D Filing)

Update on Other Special Situations

Sanofi (SNY): Sanofi and CD&R enter exclusive negotiations to transfer a 50% controlling stake in Opella with Sanofi to remain a significant shareholder. (Press Release)
Berry Global (BERY): Berry Global Group and Glatfelter announced that Berry had set a record date of the close of business on November 1, 2024, for the proposed spin-off of its Health, Hygiene and Specialties Global Nonwovens and Films business. The spin-off and merger of Berry’s HHNF Business with Glatfelter are expected to be completed on November 4, 2024. (Press Release)
Berry Global (BERY): Glatfelter shareholders approve proposals related to the proposed merger of Berry’s Health, Hygiene and Specialties Global Nonwovens and Films Business with Glatfelter. (Press Release)
Unilever (UL): Unilever announces that the separation of the ice cream business is on track to be completed by the end of 2025. (Filing)
OLB Group (OLB): OLB Group a diversified FinTech e-commerce and business management solutions provider, announced it has filed a Form S-1 with the SEC relating to the proposed spinoff of its wholly owned subsidiary, DMint, a Bitcoin mining facility, to OLB shareholders. The shareholder record date for the spinoff has yet to be determined and will be announced at a future date. (Filing)

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Financials

Sandy Spring Bancorp (SASR) / Atlantic Union Bankshares (AUB) - $1.6 bn, Q3 2025 (Press Release, Merger Agreement)
BM Technologies (BMTX) / First Carolina Bank - $54.54 mn, Q1 2025 (Press Release, Merger Agreement)

Information Technology

SecureWorks (SCWX) / Sophos - $859 mn, Q1 2025 (Press Release, Merger Agreement)

Health Care

Lumos Pharma (LUMO) / Double Point Ventures - $27.65 mn, End of 2024 (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.

Douglas Elliman (DOUG): Chief Executive Officer and Chairman Howard M. Lorber resigns effective October 21, 2024. (Filing)
Titan Pharmaceuticals (TTNP): Chief Executive Officer Seow Gim Shen resigns effective October 24, 2024. (Filing)
Phunware (PHUN): Chief Executive Officer Michael Snavely resigns effective October 22, 2024. (Filing)
Southwest Airlines Company (LUV): Executive Chairman Gary C. Kelly retires effective November 1, 2024. (Filing)
Rexford Industrial Realty (REXR): Chief Financial Officer Laura Clark resigns effective November 18, 2024. (Filing)
Weis Markets (WMK): Chief Operating Officer Kurt A. Schertle resigns effective October 16, 2024. (Filing)
Beyond (BYON): Terminates Chief Product Officer Carlisha Robinson effective October 22, 2024. (Filing)
Advanced Flower Capital (AFCG): Chief Investment Officer Leonard M. Tannenbaum resigns effective October 21, 2024. (Filing)

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