The Special Situation Report #14: 4/24 Roundup
The Special Situation Report #14: 4/24 Roundup
Summary of the Week in Special Situations
Thanks to Investment Talk for featuring me in their latest Q&A. A friendly reminder: I publish weekly roundups every Sunday morning, and in-depth reports every few weeks. My in-depth reports to date:
Community banks: Part 1, Part 2
Companies covered: CF Bankshares (CFBK), Codorus Valley (CVLY), Hawthorn Bancshares (HWBK), Republic First Bancorp (FRBK), United Security Bancshares (UBFO)
Companies covered: Galaxy Gaming (GLXZ), PLAYSTUDIOS (MYPS), Playtech (LSE: PTEC)
Company covered: Pearson (PSO)
All articles (including weekly roundups) available in the archive
I hope you enjoy this week’s roundup. See you again next week; same time, same place.
Table of Contents:
Update on Developing M&A
Update on Shareholder Activism
Update on Other Special Situations
Announced M&A
Update on Developing M&A
Strategic Alternatives & Ongoing Situations
Rite Aid (RAD) confirmed rejection of non-binding, off-market proposal from Spear Point (Press Release, NY Post)
Toshiba (TOSYY) announced the start of strategic alternatives process and hired Nomura (Filing)
Twitter (TWTR) activist Elon Musk in new 13D states he is considering a tender offer; provides debt and equity commitment letters (Filing)
Southwest Gas (SWX) announced a review of strategic alternatives after receiving an offer in excess of Carl Icahn’s tender bid (Press Release, Presentation); Icahn will not participate in the sale process (Filing)
Vallon Pharmaceuticals (VLON) announced a review of strategic alternatives (Filing)
Rumors
Affirm (AFRM) may draw the interest of Goldman Sachs (GS), according to some reports (Seeking Alpha)
Alphamin Resources (TSXV: AFM) reportedly launched sale process amid soaring tin prices (Bloomberg)
Chindata Group (CD) reportedly received takeover interest from others, including GDS Holdings (GDS) (Bloomberg)
I-Mab (IMAB) reportedly hired advisors & exploring options including sale (Bloomberg)
Magnachip (MX) takeover talks led by JP Morgan fall through on valuation concerns (Pulse News Korea)
Ramsay Health Care (ASX: RHC) received a $15bn takeover bid from KKR (KKR) (Reuters)
Solutions 30 (EPA: S30) reportedly draws the interest of Bain Capital (Financial Post)
Zendesk (ZEN) reportedly working with Qatalyst Partners to explore a sale (Reuters)
Update on Shareholder Activism
American Vanguard (AVD) rejected Cruiser Capital’s proxy proposal (Press Release)
Daseke (DSKE) activist investor Alta Fox urged the company’s board to authorize a significant share repurchase (Press Release, Presentation)
Guess (GES) co-founders Paul & Maurice Marciano successfully fend off a proxy battle by Legion Partners (Press Release)
Heartland Financial (HTLF) 13d filer Thomas & Lynn Fuller sent a letter to the board expressing dissatisfaction a broad sale process has not been conducted (Filing)
Kohl’s (KSS) received a vote of confidence from T. Rowe Price in proxy fight with Macellum (Reuters)
McDonald’s (MCD) said Carl Icahn’s proposals are not feasible, prohibitively expensive, and hypocritical (Press Release)
Middlefield Banc (MBCN) activist investor Ancora called for a sale process (Letter, American Banker)
Radius Health (RDUS) activist Velan Capital filed a preliminary proxy in contested board election (Filing)
Ventas (VTR) received backing from Glass Lewis and ISS in proxy fight with Land & Buildings (Reuters)
Update on Other Special Situations
Spin-Offs
Cummins (CMI) filed registration documents for a possible IPO of its filtration business (Press Release, Transport Topics)
Other
Bed, Bath & Beyond (BBBY) gained on reports of a sale of Buybuy Baby business (Wall Street Journal)
Didi Global (DIDI) announced date for delisting vote (Filing)
DigitalBridge (DBRG) announced strategic transaction to simplify ownership structure and transition from a REIT to a conventional C-Corp (Press Release)
Hitachi (TYO: 6501) planning to sell its stake in Hitachi Transport System to KKR (KKR) for $1.6bn (Reuters)
Jefferies (JEF) reportedly exploring sale of stake in Oak Hill Capital (Bloomberg)
Just Eat Takeaway.com (JTKWY) reviewing with advisors potential sale of Grubhub (Press Release); Cat Rock Capital previously pushed for sale or spin-off (Letters)
Rogers (RCI) proposed Freedom Mobile sale to Xplornet to win government approval for Shaw (SJR) takeover (Globe and Mail)
Announced M&A
Target / Acquirer – Transaction Enterprise Value
Consumer / Retail
Jones Soda (JSDA) / Simply Better Brands (TSXV: SBBC) – $60mm (Press Release)
Energy & Natural Resources
Blueknight Energy Partners (BKEP) / Ergon (Press Release)
Financials
Community Bancorporation / National Bank Holdings (NBHC) – $136mm (Press Release)
Gaming, Gambling, Lodging & Real Estate
American Campus Communities (ACC) / Blackstone (BX) – $12.8bn (Press Release)
Healthcare
Checkmate Pharma (CMPI) / Regeneron (REGN) – $268mm (Press Release)
Kindred at Home Hospice and Personal Care divisions of Humana (HUM) / CD&R – $2.8bn (Press Release)
Natus Medical (NTUS) / ArchiMed – $1.2bn (Press Release)
Industrials
Telephonics division of Griffon (GFF) / TTM Technologies (TTMI) – $330mm (Press Release)
Dyneema business of DSM (AMS: DSM) / Avient (AVNT) – $1.5bn (Press Release, Presentation, Reuters)
If you enjoyed reading this Report, please do me the huge favor of simply pressing the “Like” button.
Just reply to this email to get in touch, or follow me on Twitter.