The Special Situation Report #148: 2/9 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

• 180 Degree Capital (TURN): Source Capital (SOR) announced that it is disappointed that the Board of 180 Degree Capital quickly rejected Source’s non-binding initial proposal, and remains committed to a potential merger. (Press Release)

• Bausch + Lomb (BLCO): Explored taking the company private as part of separating from Bausch Health (BHC) but concluded the process without a transaction. (Press Release)

• Beacon (BECN): The Board unanimously rejected the unsolicited tender offer from QXO (QXO), and recommended the shareholders to not tender into the offer. (Press Release)

• DMC Global (BOOM): Steel Connect (STCN) announced a non-binding proposal to acquire all the outstanding shares of common stock of DMC Global, which it does not already own for $10.18 per share in cash. (Letter)

• Dun & Bradstreet (DNB): Veritas Capital Fund Management is in talks to acquire Dun & Bradstreet Holdings. (Bloomberg)

• Honda (HMC): Japan's Nissan may call off its merger talks with Honda. (Reuters)

• Nikola (NKLA): Nearing a bankruptcy filing, and working with its law firm Pillsbury Winthrop Shaw Pittman to explore options that could include a sale or restructuring of the company in bankruptcy. (WSJ)

• Playa Hotels & Resorts (PLYA): Extended exclusivity agreement with Hyatt Hotels (H), to explore potential strategic options until February 10, 2025. (Press Release)

Rumors

• Conduent (CNDT): Exploring a sale after receiving acquisition interest. (Reuters)

• Paysafe (PSFE): Exploring a sale after receiving takeover interest. (Bloomberg)

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Update on Shareholder Activism

• Becton Dickinson (BDX): Activist investor Starboard Value has taken a stake in Becton Dickinson and is pushing the $72bn medical technology company to sell its life sciences division. (FT)

• Kenvue (KVUE): Activist Starboard Value submitted four nominees–Michelle Millstone-Shroff, Cara Robinson, Bindu Shah, and Jeffrey C. Smith–for the consumer health company's board for the 2025 annual meeting. (Filing)

• Uber Technologies (UBER): Bill Ackman announced that his hedge fund Pershing Square Capital Management owns 30.3 million shares of Uber, citing the strength of the rideshare company’s management and saying that its stock is undervalued. (Post on X)

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Update on Other Special Situations

• Lennar Corporation (LEN): Lennar and Millrose Properties (MRP), jointly announced that they have completed the previously announced taxable spin-off of Millrose from Lennar through a distribution of approximately 80% of Millrose's stock to Lennar's stockholders. (Press Release)

• BD (Becton, Dickinson and Company) (BDX): BD announced its board of directors has authorized BD management to pursue a plan to separate BD's Biosciences and Diagnostic Solutions business from the rest of BD. The company intends to target completion of the transaction in fiscal 2026. (Press Release)

• Honeywell (HON): Honeywell announced that it intends to pursue a full separation of Automation and Aerospace Technologies. The separation and the previously announced plan to spin Advanced Materials will result in three publicly listed industry leaders. The planned separation of Advanced Materials is expected by the end of this year or early 2026. The separation of Automation and Aerospace Technologies is expected to be completed in the second half of 2026. (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Health Care

• Acelyrin (SLRN) / Alumis (ALMS) - $191 mn, Q2 2025 (Press Release, Merger Agreement)

• Nevro (NVRO) / Globus Medical (GMED) - $250 mn, Q2 2025 (Press Release, Merger Agreement)

Industrials

• Triumph Group (TGI) / Warburg Pincus and Berkshire Partners - $3 bn, H2 2025 (Press Release, Merger Agreement)

Information Technology

• SolarWinds (SWI) / Turn/River Capital - $4.4 bn, Q2 2025 (Press Release, Merger Agreement)

Utilities

• Altus Power (AMPS) / TPG Rise Climate (TPG) - $2.2 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. 

• Bath & Body Works (BBWI): Chief Human Resources Officer Deon Riley resigns effective January 31, 2025. (Filing)

• CB Financial Services (CBFV): Chief Financial Officer Jamie L. Prah resigns effective February 4, 2025. (Filing)

• Digital Turbine (APPS): Chief Financial Officer Barrett Garrison Effective February 5, 2025. (Filing)

• Healthpeak Properties (DOC): Chief Operating Officer Thomas Klaritch resigns effective March 1, 2025. (Filing)

• Impinj (PI): Chief Revenue Officer Jeff Dossett resigns effective February 21, 2025. (Filing)

• Match Group (MTCH): Chief Executive Officer Bernard Kim resigns effective February 4, 2025. (Filing)

• Masimo (MASI): Terminates General Counsel Tom McClenahan effective February 6, 2025. (Filing)

• NCR Voyix (VYX): President and Chief Executive Officer David Wilkinson resigns effective February 4, 2025. (Filing)

• Oscar Health (OSCR): Chief Operating Officer Steven Wolin resigns effective February 5, 2025. Chief Legal Officer Ranmali Bopitiya will transition to EVP, Public Affairs, effective February 24, 2025. Chief Insurance Officer Alessandrea Quane resigns effective February 24, 2025. (Filing)

• Pagerduty (PD): Chief Legal & People Officer Shelley Webb resigns effective February 3, 2025. (Filing)

• Royalty Management Holding (RMCO): Chief Financial Officer Kirk Taylor resigns effective February 1, 2025. (Filing)

• Skyworks Solutions (SWKS): President and Chief Executive Officer Liam K. Griffin resigns effective February 17, 2025. (Press Release)

• Xometry (XMTR): Chief Technology Officer Matt Leibel resigns effective February 5, 2025. (Filing)

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