The Special Situation Report #137: 11/24 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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Update on Developing M&A
Spirit Airlines (SAVE): Filed for bankruptcy protection. (Press Release)
Evotec (EVO): Halozyme Therapeutics (HALO) has withdrawn its non-binding proposal to acquire Evotec for €11.00 per share in cash. (Press Release)
Grifols (GRFS): Said that Canadian investment fund Brookfield's (BAM) potential 6.45 billion euro ($6.8 billion) offer significantly undervalued the Spanish drugmaker's prospects and long-term potential, and told shareholders to stick to their shares. (SEC Filing)
Whitestone REIT (WSR): MCB Real Estate announced that it is withdrawing its proposal to acquire Whitestone. (Press Release)
Bakkt (BKKT): Donald Trump’s Trump Media and Technology Group (DJT) is in advanced talks to buy Bakkt in an all-share deal. (FT)
Lifeway Foods (LWAY): The Board has rejected the revised unsolicited proposal made by Danone North America PBC to acquire all the shares of Lifeway that it does not already own for $27.00 per share. (Press Release)
Aspen Technology (AZPN): The Board has formed a special committee composed of three independent directors to consider the non-binding proposal from Emerson Electric (EMR). (Press Release)
Summit Materials (SUM): Building materials provider Quikrete is in advanced talks to acquire Summit Materials. (WSJ)
Rumors
Beacon Roofing Supply (BECN): QXO (QXO), a new player in building-products distribution, has offered to acquire Beacon Roofing. (WSJ)
Update on Shareholder Activism
CVS Health Corp (CVS): The Board announced the appointment of four new board members, Leslie Norwalk, Larry Robbins, Guy Sansone, and Doug Shulman, following productive discussions with Glenview Capital Management. (Press Release)
Harmonic (HLIT): Activist Investor Ancora Holdings is pushing the video streaming software company Harmonic to explore a sale. (Press Release)
Henry Schein (HSIC): Activist investor Ananym Capital Management is urging healthcare products distributor Henry Schein to refresh its board, cut costs, tackle succession planning, and consider selling its medical distribution business. (Reuters)
Southwest Gas Holdings (SWX): Activist Investor Carl Icahn's Icahn Enterprises, with a 13.43% stake in Southwest Gas, sold about 1.39 million shares. (13D Filing)
News Corporation (NWS): Stockholders rejected the non-binding proposal from Starboard Value to adopt a recapitalization plan to eliminate News Corp’s dual-class capital structure. (Press Release)
Update on Other Special Situations
Comcast (CMCSA): Comcast announced its intent to create a new publicly traded company comprised of NBCUniversal’s cable television networks, including USA Network, CNBC, MSNBC, Oxygen, E!, SYFY and Golf Channel along with complementary digital assets including Fandango and Rotten Tomatoes, GolfNow and Sports Engine, through a tax-free spin-off. Comcast is targeting to complete the spin-off in approximately one year. (Press Release)
Select Medical (SEM): Select Medical announced the distribution ratio for its special stock distribution of Concentra Group Holdings (CON) shares. Shareholders as of November 18, 2024, will receive 0.806971 Concentra shares for each Select Medical share held, with cash paid for fractional shares. The distribution, set for November 25, 2024, is intended to be tax-free. (Press Release)
Unilever (UL): Unilever will slim down but not spin off its food division, its chief executive has said, as the London-listed consumer goods group presses ahead with the listing of its ice-cream unit. (Financial Times)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Materials
Berry Global Group (BERY) / Amcor (AMCR) - $8.43 bn, Mid 2025 (Press Release, Merger Agreement)
Communication Services
Innovid (CTV) / Mediaocean, $500 mn, Early 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.
Aclaris Therapeutics (ACRS): President Neal Walker resigns effective November 18, 2024. (Filing)
Advanced Micro Devices (AMD): Chief Accounting Officer Darla Smith resigns effective November 18, 2024. (Filing)
AgEagle Aerial Systems (UAVS): Chief Financial Officer Mark DiSiena resigns effective November 15, 2024. (Filing)
APi Group (APG): Chief Financial Officer Kevin Krumm resigns effective December 13, 2024. (Filing)
Elastic N.V (ESTC): Chief Financial Officer and Chief Operating Officer Janesh Moorjani resigns effective December 13, 2024. (Filing)
Labcorp Holdings (LH): Chief Financial Officer Glenn Eisenberg resigns effective December 2, 2024. (Filing)
Microchip Technology (MCHP): Chief Executive Officer and President Ganesh Moorthy retires effective November 18, 2024. (Filing)
Quaker Houghton (KWR): Chief Executive Officer and President Andrew E. Tometich resigns effective November 18, 2024. (Filing)
Renovaro (RENB): Chief Operating Officer Francois Binette resigns effective November 22, 2024. (Filing)
Shimmick (SHIM): Chief Executive Officer Steve Richards resigns effective December 2, 2024. (Filing)
Singularity Future Technology (SGLY): Chief Executive Officer Ziyun Liu resigns effective November 16, 2024. (Filing)
TeraWulf (WULF): Chief Operating Officer Nazar Khan resigns effective November 19, 2024. (Filing)
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