The Special Situation Report #134: 11/3 Roundup

Summary of the Week in Special Situations

Asif

Nov 03, 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

23andMe (ME): Appointed Andre Fernandez, Jim Frankola, and Mark Jensen, as independent members of the Company’s Board, effective on October 28, 2024. (Press Release)
Rapid7 (RPD): Exploring options with its investment bankers after attracting acquisition interest from buyout firms. (Reuters)
Spirit Airlines (SAVE): Jetblue (JBLU) CEO said that the airline is not interested in revisiting the Spirit Airlines acquisition, but would consider Spirit assets that may be sold. (Earnings Call)
Whitestone (WSR): The board rejected MCB Real Estate's sweetened offer to acquire the company for $15 per share in cash or $1.45 billion including debt. (Press Release)
Expedia (EXPE): Uber's CEO Dara Khosrowshahi indicated that he is not interested in a large transformational deal for Uber (UBER) and would prefer to focus on smaller transactions such as its planned acquisition of Delivery Hero's foodpanda business. (CNBC Interview)

Rumors

No new rumors this week. Let us know if we missed one.

Update on Shareholder Activism

Southwest Airlines (LUV): Elliott Investment Management slightly increased its exposure to 11.3% in Southwest after agreeing to a truce with the carrier. (Bloomberg)

Update on Other Special Situations

Comcast (CMCSA): Comcast is considering a spin-off of its cable network portfolio, which includes CNBC, MSNBC, Bravo, Oxygen True Crime, USA Network, E!, Syfy, etc. (Reuters)
Everus Construction Group (ECG): Everus completed its spinoff from MDU Resources (MDU). (Press Release)
Nixxy (NIXX): Nixxy announced that November 15, 2024, would be the record date for the previously-announced spin-off of its shares of Atlantic Energy Solutions (OTC:AESO), which will be renamed CognoGroup following the spin-off. The payable date for the spin-off is expected to be in January 2025. (Press Release)
Liberty Global (LBTYA): Liberty Global confirmed the Sunrise spin-off for November 12, 2024, with $1.7 billion in debt reduction by year-end. A CHF 240 million dividend is expected in mid-2025, followed by a progressive annual dividend policy. (Press Release)

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Energy

Profire Energy (PFIE) / CECO Environmental (CECO) - $108 mm, Q1 2025 (Press Release, Merger Agreement)

Information Technology

Altair Engineering (ALTR) / Siemens AG - $10.32 bn, H2 2025 (Press Release, Merger Agreement)

Financials

William Penn Bancorporation (WMPN) / Mid Penn Bancorp (MPB) - $127 mn, H1 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.

HF Foods (HFFG): Terminates Chief Executive Officer Peter Zhang effective October 24, 2024. (Filing)
Western Midstream Partners (WES): CEO Michael Ure steps down both as CEO and from the board effective October 28, 2024. (Filing)
Evolv Technologies (EVLV): Terminates President and Chief Executive Officer Peter George effective October 30, 2024. (Filing)
Stepan Company (SCL): President and Chief Executive Officer Scott R. Behrens resigns effective October 30, 2024. (Filing)
Donaldson Co. (DCI): Chief Financial Officer Scott Robinson resigns effective October 31, 2024. (Filing)
Shutterstock (SSTK): Chief Financial Officer Jarrod Yahes resigns effective November 1, 2024. (Filing)
Green Plains (GPRE): Chief Financial Officer Jim Stark resigns effective November 1, 2024. (Filing)
Peloton Interactive (PTON): Interim co-CEO and interim co-President Chris Bruzzo resigns effective November 1, 2024. (Filing)
American Electric Power (AEP): Terminates Chief Administrative Officer Peggy I. Simmons effective October 31, 2024. (Filing)
TriSalus Life Sciences (TLSI): Chief Medical Officer Steven Katz resigns effective October 29, 2024. (Filing)

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