The Special Situation Report #145: 1/19 Roundup

Summary of the Week in Special Situations

Table of Contents:

1. Update on Developing M&A

2. Update on Shareholder Activism

3. Update on Other Special Situations

4. Announced M&A

5. C-Suite Sudden Departures

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Update on Developing M&A

• Howard Hughes (HHH): Bill Ackman's Pershing Square offered to buy the remaining stake it does not own in Howard Hughes for $85 per share. (Letter)

• Apartment Investment and Management (AIV): Land & Buildings Investment Management asked Aimco to immediately pursue the company’s strategic review through a sale of the whole company. (Press Release)

• DLocal (DLO): CEO says DLocal is not for sale. Company was approached by one firm last year. Considering buying a smaller fintech rival this year. (Bloomberg)

• Beacon Roofing Supply (BECN): QXO (QXO) announced that it has made public a proposal to the Board to acquire all outstanding shares of Beacon for $124.25 per share in cash. (Press Release)

• Figs (FIGS): Rejected Story3 Capital's offer to acquire Figs for $6 per share. (Press Release)

Rumors

• Sage Therapeutics (SAGE): Biogen (BIIB) submitted an unsolicited, nonbinding proposal to acquire all of Sage's outstanding shares not already owned by Biogen for $7.22 per share. (Press Release)

• Rio Tinto (RIO): Glencore approached Rio Tinto late last year about combining the two big copper producers but the discussions are no longer active. (Reuters)

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Update on Shareholder Activism

• Honeywell International (HON): Planning to split into two independent publicly traded companies, one focused on automation and the other on aerospace and defense following pressure from activist Elliott Investment Management. (Bloomberg)

• Qorvo (QRVO): Activist investor Starboard Value has built a big stake in chip maker Qorvo, seeking changes to boost the company’s lagging share price. (WSJ)

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Update on Other Special Situations

• IAC (IAC): IAC has approved a plan to spin off its full stake in Angi to shareholders, making IAC and Angi separate entities. Joey Levin will transition from IAC CEO to advisor upon completion, and IAC does not intend to appoint a new CEO. The transaction is expected to close in the first half of 2025, but no earlier than March 31, 2025. (Press Release)

• DuPont (DD): DuPont announced it will accelerate the spinoff of its Electronics business, targeting completion by November 1, 2025. The company has decided to retain its Water business, citing its strategic growth potential alongside healthcare. (Press Release)

• Honeywell International (HON): Honeywell International is reportedly set to announce a breakup plan on February 6, coinciding with its Q4 earnings release, following pressure from activist investor Elliott Investment Management. (Bloomberg)

• FAT Brands (FAT): FAT Brands announced the record date for its special stock dividend tied to the Twin Hospitality spin-off. Shareholders as of January 27, 2025, will receive 0.1520207 shares of Twin Hospitality Class A Common Stock per FAT share. Distribution is set for January 29, 2025, with Twin Hospitality shares trading under "TWNP" on Nasdaq starting January 30, 2025. (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Health Care

• Intra-Cellular Therapies (ITCI) / Johnson & Johnson (JNJ) - $14.6 bn, Q4 2025 (Press Release, Merger Agreement)

Industrials

• H&E Equipment Services (HEES) / United Rentals (URI) - $4.8 bn, Q1 2025 (Press Release, Merger Agreement)

Information Technology

• Enfusion (ENFN) / Clearwater Analytics (CWAN) - $1.5 bn, Q2 2025 (Press Release, Merger Agreement)

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Sudden Departures

“Sudden Departures” highlight executive exits announced with short notice, where the executive is expected to leave within 30 days of announcement. 

• BigBear.ai (BBAI): Chief Executive Officer Amanda Long resigns effective January 15, 2025. (Filing) 

• GEN Restaurant (GENK): Co-Chief Executive Officer Jae Chang resigns effective January 8, 2025. (Filing) 

• Littelfuse (LFUS):  President and Chief Executive Officer David W. Heinzmann retires effective February 10, 2025. (Filing)

• RumbleON (RMBL): Chief Executive Officer Michael Kennedy resigns effective January 13, 2025. (Filing) 

• Solid Power (SLDP): Chief Operating Officer Derek Johnson resigns effective February 1, 2025. (Filing)

• Xenon Pharmaceuticals (XENE): Chief Commercial Officer Christopher Von Seggern resigns effective January 17, 2025. (Filing)

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