The Special Situation Report #135: 11/10 Roundup

Summary of the Week in Special Situations

Asif

Nov 10, 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

Retail Opportunity (ROIC): Blackstone (BX) was in advanced talks to acquire Retail Opportunity. The deal was confirmed a few days later. (Reuters)
Expedia (EXPE): Chairman and media mogul Barry Diller said no deal with Uber (UBER) is going to take place. (CNBC Interview)
Lifeway Foods (LWAY): Shareholders and members of the founding family Edward and Ludmila Smolyansky said that they strongly support Danone's offer and asked Lifeway to reconsider it. (Press Release)
Integral Ad Science (IAS): Private equity firm KKR (KKR) is in talks to acquire the publicly listed ad tech company Integral Ad Science. (Business Insider)

Rumors

Aspen Technology (AZPN): Emerson Electric (EMR) submitted a proposal to acquire all of the outstanding shares of common stock of Aspen that Emerson does not already own for a purchase price of $240 per share in cash. (Letter)
Qualys (QLYS): Exploring options including a potential sale after receiving takeover interest. (Bloomberg)

Update on Shareholder Activism

WeRide (WRD): Alliance Ventures, Renault, and Nissan Motor plan to talk with WeRide’s Board about a range of topics, including performance, business operations, strategy, and the makeup of its Board. (13D Filing)
WillScot Holdings (WSC): TOMS Capital Investment Management has built a stake in WillScot and is pushing it to consider launching a strategic review. (Bloomberg)
Indivior (INDV): Oaktree Capital Management, the largest shareholder with a 7.5% stake, asked the company to refresh the Board with independent directors. (Letter)
Aurinia Pharmaceuticals (AUPH): After Lucien Selce pushed for a Board reshuffle, Aurinia announced the appointment of Craig Johnson to its Board and Robert T. Foster’s retirement. (Press Release)
CVR Energy (CVI): Icahn Enterprises (IEP) would commence a tender offer to acquire up to 15 million additional shares for a purchase price of $17.50 per share, bringing their total stake to 81.3%. (13D Filing)

Update on Other Special Situations

Select Medical (SEM): Select Medical approved a special distribution of its 104.09M shares (81.7% ownership) in Concentra Group Holdings (CON) to stockholders. The distribution will occur on November 25, 2024, for stockholders on record as of November 18, 2024. (Press Release)
Liberty Global (LBTYA): Liberty Global announced that it has completed the spin-off of its Swiss business, Sunrise, into a separate publicly traded company. (Press Release)
Berry Global (BERY): Berry Global completed the merger of its Health, Hygiene, and Specialties (HHNF) business with Glatfelter Corporation, forming Magnera (MAGN). (Press Release)

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Industrials

Air Transport Services Group (ATSG) / Stonepeak - $3.1 bn, H1 2025 (Press Release, Merger Agreement)
Staffing 360 Solutions (STAF) / Atlantic International (ATLN) - $25 mn, In 90 Days (Press Release, Merger Agreement)

Health Care

Avid Bioservices (CDMO) / GHO Capital Partners and Ampersand Capital Partners - $1.1 bn, Q1 2025 (Press Release, Merger Agreement)

Real Estate

Retail Opportunity Investments Corp (ROIC) / Blackstone (BX) - $4 bn, Q1 2025 (Press Release, Merger Agreement)

Information Technology

EMCORE Corporation (EMKR) / Velocity One - $57.55 mn, 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.

Dollar Tree (DLTR): Chief Executive Officer Richard W. Dreiling resigns effective November 3, 2024. (Filing)
iRobot (IRBT): Chief Financial Officer Julie Zeiler resigns effective December 2, 2024. (Filing)
The Eastern Company (EML): Chief Executive Officer Mark A. Hernandez resigns effective November 4, 2024. (Filing)
Agrify (AGFY): President and Chief Executive Officer Raymond Chang resigns effective November 5, 2024. (Filing)
FREYR Battery (FREY): Chief Executive Officer Tom Einar Jensen resigns effective November 6, 2024. (Filing)
China Green Agriculture (CGA): Co-Chief Executive Officer Zhibiao Pan resigns effective November 6, 2024. (Filing)
Sonder Holdings (SOND): Chief Financial Officer Dominique Bourgault resigns effective December 2, 2024. (Filing)
Park Aerospace (PKE): Chief Financial Officer Matthew Farabaugh resigns effective November 1, 2024. (Filing)
Godaddy (GDDY): Chief Accounting Officer Nicholas Daddario resigns effective November 6, 2024. (Filing)
QuidelOrtho (QDEL): Terminates Chief Operating Officer Robert J. Bujarski effective November 15, 2024. (Filing)
DXC Technology (DXC): Chief Operating Officer James Brady resigns effective November 29, 2024. (Filing)

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