The Special Situation Report #144: 1/12 Roundup

Summary of the Week in Special Situations

Asif

Jan 12, 2025

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

Forward Air (FWRD): The Board initiated a review of strategic alternatives to consider a range of options, including a potential sale, merger, or other strategic or financial transaction. (Press Release)
Lifeway Foods (LWAY): Rejected Danone's offer because it severely undervalued the company; the Board reiterated that it is not opposed to a sale at a price that more accurately reflects the company's true value. Also claimed the 1999 agreement with Danone should be voided as it is illegal under Illinois law. (Press Release)
UniFirst (UNF): Cintas (CTAS) proposed acquiring UniFirst for $275 per share in cash, valuing UniFirst at $5.3 billion, but UniFirst's Board declined to engage in discussions. (Press Release)

Rumors

Apartment Investment and Management Company (AIV): The Board is exploring strategies to maximize shareholder value, including asset monetization, accelerated sales, business segment divestitures, or a potential company sale or merger. (Press Release)
Paycor HCM (PYCR): Paychex (PAYX) is in advanced talks to acquire Paycor HCM, a smaller rival in payroll processing. The deal was confirmed shortly after the rumor. (Bloomberg)
Predictive Oncology (POAI): Renovaro (RENB) has signed a binding letter of intent to acquire Predictive Oncology through a preferred stock deal. Predictive will receive a newly created series of Renovaro preferred stock at a 1:1 exchange ratio. (Press Release)
Smart Share Global (EM): Received a non-binding proposal from Trustar to acquire all shares for $0.625 per share or $1.25 per ADS in cash. (Press Release)

Update on Shareholder Activism

Solventum (SOLV): Activist investor Nelson Peltz's Trian Fund Management urged Solventum to enhance value through improved operations, strategic actions, and capital allocation, citing underperformance since its 3M (MMM) spin-off. (Letter)

Update on Other Special Situations

Intel (INTC): Intel said in a statement to The Robot Report that it plans to spin off RealSense as an independent company. The transition is expected to be completed in the first half of 2025, with the new entity becoming part of the Intel Capital portfolio. (The Robot Report)
Comcast (CMCSA): Mark Lazarus, prospective CEO of Comcast's spin-off "SpinCo," announced key leadership appointments, including Anand Kini as CFO and COO, Val Boreland as President of Entertainment, and others. SpinCo will include networks like CNBC and SYFY, along with digital assets like Fandango and Rotten Tomatoes. (Press Release)
WH Group (WHGLY): Smithfield Foods has filed for an IPO in the US, with shares offered by the company and its owner, Hong Kong-listed WH Group Ltd. The company plans to list on the Nasdaq Global Select Market under the symbol SFD, with WH Group retaining control post-listing. (Bloomberg)

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Communication Services

Shutterstock (SSTK) / Getty Images (GETY) - $3.7 bn, December 2025 (Press Release, Merger Agreement)

Financials

ESSA Bancorp (ESSA) / CNB Financial (CCNE) - $214 mn, Q3 2025 (Press Release, Merger Agreement)

Health Care

Accolade (ACCD) / Transcarent - $621 mn, Q2 2025 (Press Release, Merger Agreement)
Akoya Biosciences (AKYA) / Quanterix (QTRX) - $286.34 mn, Q2 2025 (Press Release, Merger Agreement)
Inari Medical (NARI) / Stryker (SYK) - $4.9 bn, Q1 2025 (Press Release, Merger Agreement)
SunLink Health (SSY) / Regional Health Properties (RHE) - May 2025 (Press Release, Merger Agreement)

Industrials

Paycor HCM (PYCR) / Paychex (PAYX) - $4.1 bn, 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.

American Electric Power Company (AEP): CFO Charles E. Zebula effective January 19, 2025. (Filing)
Arhaus (ARHS): CFO Dawn Phillipson resigns effective January 15, 2025. (Filing)
Creative Realities (CREX): CFO Will Logan resigns effective January 31, 2025. (Filing)
Everest Group (EG): President and CEO Juan C. Andrade resigns effective January 3, 2025. (Filing)
GrafTech International (EAF): Chief Legal Officer Gina K. Gunning resigns effective January 24, 2025. (Filing)
Generation Bio (GBIO): CFO Matthew Norkunas resigns effective January 10, 2025. (Filing)
Innovative Industrial Properties (IIPR): General Counsel Brian Wolfe resigns effective January 9, 2025. (Filing)
PowerFleet (AIOT): Chief Technology Officer Jim Zeitunian resigns effective January 30, 2025. (Filing)
Trio Petroleum (TPET): Terminates President Terence B. Eschner and COO Steven Rowlee. (Filing)
Ulta Beauty (ULTA): CEODavid C. Kimbell resigns effective January 6, 2025. (Filing)

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