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
180 Degree Capital (TURN): The Board reviewed Source Capital's (SOR) non-binding proposal and concluded that it does not qualify as a Superior Proposal. (Press Release)
23andMe (ME): Undertaken a process to explore strategic alternatives, including, a possible sale of the company, business combination, sale of all or part of the Company’s assets, licensing of assets, restructuring, or other strategic action. (Press Release)
Beacon Roofing Supply (BECN): Implemented a stockholder rights agreement in response to QXO’s (QXO) buyout offer. (Press Release)
Honda (HMC): Renault has urged Nissan to negotiate a higher premium from Honda. (FT)
Sage Therapeutics (SAGE): Initiated a process to explore strategic alternatives, and rejected the proposal it received from Biogen (BIIB). (Press Release)
Surgery Partners (SGRY): Bain Capital submitted a non-binding proposal to the Board of Surgery Partners to buy all outstanding shares for $25.75 per share in cash. (Press Release)
Walgreens (WBA): Private equity firm Sycamore Partners has been discussing debt financing for a potential Walgreens deal with private credit firms. (Bloomberg)
Rumors
Barnwell Industries (BRN): Adopts a temporary shareholder rights plan (poison pill) to protect the Company and its shareholders from a potential takeover by Ned Sherwood and his affiliates (Sherwood Group), who own 30% of the company. (Press Release)
Brighthouse Financial (BHF): Seeking to sell itself, with some of the most prominent private capital managers expected to make bids for the US provider of life insurance and annuities. (FT)
CSG Systems (CSGS): Japanese technology group NEC Corp has been talking to its advisers about the possibility of making an offer for CSG Systems. (Reuters)
Dada Nexus (DADA): Received a preliminary non-binding proposal from JD.com (JD) to acquire the company at a purchase price of $2.00 per American Depositary Share (ADS), or $0.50 per Ordinary Share, payable in cash. (Press Release)
Update on Shareholder Activism
Henry Schein (HSIC): KKR (KKR) has amassed a large stake in the company and plans to announce a deal that includes increasing that stake to 12% with the option to buy up to 2.9% more in the future. Henry Schein has agreed to give the private equity firm two board seats. (Press Release)
Lamb Weston (LW): Jana Partners said that the shareholders demand big changes. If the Board refuses to make the necessary leadership and Board changes to fix the company’s problems, JANA is ready to offer shareholders a new path at the 2025 Annual Meeting. (Letter)
PENN Entertainment (PENN): HG Vora has nominated three director candidates to stand for election to the Company’s Board at PENN’s 2025 Annual Meeting of Shareholders. (Press Release)
Riot Platforms (RIOT): D.E. Shaw has built a position in Riot Platforms and may push it to make changes. (Reuters)
Soho House (SHCO): Third Point, which owns 9.9% of Soho’s stock, believes that it is undervalued and that the company would generate more value for shareholders as a private business. (Letter)
U.S. Steel (X): Activist investor Ancora Holdings intends to rally shareholders around a plan to oust U.S. Steel’s chief executive and drop litigation to salvage a merger with Nippon Steel. Pentwater Capital, which owns a nearly 9% stake in the company supports the current Nippon Steel deal and the board. (WSJ)
Update on Other Special Situations
Unilever (UL): Unilever Plc (UL) is exploring an IPO for its ice cream business in the U.S., with potential listings also being considered in Amsterdam and London. The company aims to separate the unit, which includes brands like Ben & Jerry's and Breyers, by year-end. (Bloomberg)
Western Digital (WDC): Western Digital announced that David V. Goeckeler will resign as Chief Executive Officer upon the completion of spinoff and that the company has appointed Irving Tan as his successor. David V. Goeckeler will be appointed as CEO of SanDisk. Record date is set for February 12, 2025, and the distribution date is set for February 21, 2025. (Filing)
Foremost Clean Energy (FMST): Foremost Clean Energy has spun out its Winston gold and silver properties to Rio Grande Resources. Rio Grande Shares (RGR) are expected to trade on the CSE around February 4, 2025, pending approval. (Press Release)
Fat Brands (FAT): FAT Brands completed the previously announced spin-off of Twin Hospitality Group, distributing approximately 5.0% of Twin Hospitality’s fully diluted Class A Common Stock as a pro rata dividend. (Filing)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Health Care
Paragon 28 (FNA) / Zimmer Biomet (ZBH) - $1.2 bn, H1 2025 (Press Release, Merger Agreement)
Information Technology
Aspen Technology (AZPN) / Emerson Electric (EMR) - $16.8 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.
biote (BTMD): Chief Executive Officer Teresa S. Weber resigns effective February 1, 2025. (Filing)
Compass Minerals International (CMP): Chief Financial Officer Jeffrey Cathey resigns effective January 27, 2025. (Filing)
Coursera (COUR): President and Chief Executive Officer Jeffrey Maggioncalda resigns effective February 3, 2025. (Filing)
Harte-Hanks (HHS): Chief Executive Officer Kirk Davis resigns effective February 14, 2025. (Filing)
Kore Group (KORE): Chief Revenue Officer Jason Dietrich resigns effective January 31, 2025. (Filing)
Telephone And Data Systems (TDS): President and Chief Executive Officer LeRoy T. Carlson, Jr transitions to Vice Chair effective February 1, 2025. (Filing)
Methode Electronics (MEI): Chief Administrative Officer and Chief Human Resources Officer Andrea J. Barry resigns effective January 31, 2025. (Filing)
Mondelez International (MDLZ): Chief Accounting Officer Michael Call resigns effective February 10, 2025. (Filing)
PLAYSTUDIOS (MYPS): Chief Operating Officer Mickey Sonnino resigns effective January 23, 2025. (Filing)
Victoria`s Secret & Company (VSCO): Chief Financial and Administrative Officer Timothy Johnson resigns effective January 28, 2025. (Filing)
Vir Biotechnology (VIR): Chief Technology Officer Ann M. Hanly resigns effective February 26, 2025. (Filing)
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