The Special Situation Report #141: 12/22 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
MarineMax (HZO): Levin Capital asked the Board to initiate an immediate review of strategic alternatives, including an evaluation of the company's marinas and traditional boat retail businesses, which appear to fit together but could unlock further hidden value if separated or monetized. (Press Release)
Nordstrom (JWN): The Nordstrom family and El Puerto de Liverpool are close to signing a deal to buy Nordstrom. (WWD)
Rapid7 (RPD): Cannae Holdings (CNNE) is expected to engage with Rapid7 for a potential acquisition. (13D Filing)
Soho House (SHCO): Received an offer from a new third-party consortium to acquire the company for $9.00 per share. (Press Release)
Virtu Financial (VIRT): The Pulte Family Office announced that they are supporting Apollo Global Management (APO) in their potential buyout of Virtu. (Press Release)
Rumors
Clearwater Paper (CLW): Brazil’s Suzano (SUZ) is exploring an offer for Clearwater Paper. (Bloomberg)
DLocal (DLO): A Latin American payments provider with a market value of about $3.6 billion, is exploring options including a potential sale. (Reuters)
Granite Ridge Resources (GRNT): Northern Oil and Gas (NOG) has made an acquisition offer for Granite Ridge, a smaller U.S. producer with operations in basins including the Permian and Eagle Ford. (Reuters)
Honda (HMC): Nissan and Honda are in exploratory talks about merging the two carmakers to create a $52 billion Japanese behemoth. (FT)
WM Technology (MAPS): Co-founders Justin Hartfield and Doug Francis submitted a non-binding proposal to acquire all of the outstanding shares of common stock (Class A and Class V) of WM for $1.70 per share in cash. (Press Release)
Update on Shareholder Activism
Atea Pharmaceuticals (AVIR): BML Investment Partners sent a letter to the Board addressing the need for the company to find a strategic partner or explore other strategic alternatives. (13D Filing)
COSCIENS Biopharma (CSCI): Goodwood Fund in a letter said that COSCIENS needs substantial change to its board composition to regain the confidence of its shareholders and that the reconstituted board must, among other things, immediately prioritize value creation and shareholders' interests and move rapidly to cut costs and eliminate unnecessary spending on long-shot R&D programs. (13D Filing)
Indivior (INDV): CFO Ryan Preblick has agreed to resign from his board position as part of changes agreed upon with Oaktree Capital. (Press Release)
Intrepid Potash (IPI): Gate City, which owns 6.37% of Intrepid, believes that the company's stock is currently undervalued and expects to take action on this in the future. (13D Filing)
KBR (KBR): Activist investor Irenic Capital Management has built a stake in government contractor KBR and plans to push the company to separate its segment that serves the private sector. (WSJ)
Lamb Weston (LW): Jana Partners on Lamb Weston's latest results and the CEO transition said that the "disastrous financial results and the decision to swap its CEO for another long-standing Lamb Weston executive are just the latest stick in the eye from a Board that has completely failed shareholders." (Press Release)
Rio Tinto (RIO): Activist investor Palliser Capital doubled down on its call for a review of Rio Tinto’s dual listing in London and Sydney, adding that it now has the backing of more than 100 shareholders. (WSJ)
Update on Other Special Situations
Continental AG (CTTAY): Continental announced plans to spin off its Automotive group as an independent European company, subject to approvals in 2025. Shareholder vote scheduled for April 25, 2025. The new company, set to list on the Frankfurt stock exchange by late 2025, will launch under a new brand by April 2025. Philipp von Hirschheydt, head of the group since May 2023, will lead the company. (Press Release)
FedEx (FDX): FedEx plans to spin off FedEx Freight into a separate publicly traded company within 18 months. (Press Release)
Honeywell (HON): Honeywell announced ongoing portfolio evaluation, including a potential Aerospace business separation, with progress updates expected in its Q4 2024 earnings release. (Press Release)
Lennar (LEN): Lennar announced plans to distribute 80% of Millrose Properties’ shares to its Class A and B shareholders. The remaining 20% will be divested through a spinoff, split-off, or other transaction. (Press Release)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Financials
Brookline Bancorp (BRKL) / Berkshire Hills Bancorp (BHLB) - $1.1 bn, H2 2025 (Press Release, Merger Agreement)
Penns Woods Bancorp (PWOD) / Northwest Bancshares (NWBI) - $270.4 mn, Q3 2025 (Press Release, Merger Agreement)
Consumer Discretionary
VOXX International (VOXX) / Gentex (GNTX) - $182.24 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.
Cytokinetics (CYTK): Chief Accounting Officer Robert Wong resigns effective December 31, 2024. (Filing)
Enovix (ENVX): Chief Financial Officer Farhan Ahmad resigns effective December 16, 2024. (Filing)
Lamb Weston (LW): Chief Executive Officer Thomas P. Werner resigns effective January 3, 2025. (Filing)
ManpowerGroup (MAN): General Counsel Richard Buchband retires effective December 31, 2024. (Filing)
Onfolio (ONFO): Chief Financial Officer and President Esbe van Heerden resigns effective december 31, 2024. (Filing)
Sunopta (STKL): Terminates Chief Customer Officer Chad Hagen effective December 12, 2024. (Filing)
Verde Clean Fuels (VGAS): Chief Accounting Officer Shannon Linden resigns effective January 3, 2025. (Filing)
Viad Corp (VVI): Chief Financial Officer Ellen Ingersoll resigns effective December 31, 2024. (Filing)
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