The Special Situation Report #149: 2/16 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

• Beacon Roofing (BECN): QXO (QXO) announced that it has obtained antitrust clearance in both the U.S. and Canada for its acquisition of Beacon Roofing Supply, paving the way for QXO to close the transaction quickly. The company confirmed that the waiting period under the HSR Act has expired and that it has received early termination of the waiting period from the Canadian Competition Bureau. QXO is prepared to complete the acquisition shortly after the tender expires. QXO (QXO) also announced that it has informed Beacon that it will propose 10 independent director nominees for election at Beacon’s 2025 Annual Meeting, aiming to replace the current Board. (Press Release)

• Dada Nexus (DADA): The independent special committee of the board has retained Kroll as its financial advisor and Gibson, Dunn & Crutcher as its U.S. legal counsel. (Press Release)

• DMC Global (BOOM): Rejected the non-binding proposal from Steel Connect (STCN) to acquire all of the outstanding shares of common stock of the company for $10.18 per share in cash. (Press Release)

• Honda (HMC): Nissan Motor and Honda Motor announced that they terminated their MOU for consideration of a business integration between the two companies. (Press Release)

Rumors

• Anterix (ATEX): After receiving inbound interest, the company has engaged Morgan Stanley as its financial advisor to support a formal strategic review process for the company. (Press Release)

• Springworks Therapeutics (SWTX): Merck KGaA, the German healthcare and technology group, is in advanced talks to acquire U.S. cancer and rare diseases drugmaker Springworks Therapeutics. (Reuters)

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Update on Shareholder Activism

• 180 Degree (TURN): Marlton Partners, which owns about 4.6% of 180 Degree, expressed concern about 180's merger with Mount Logan Capital and the Board's failure to engage with Source Capital regarding its proposal. Marlton nominated three independent candidates for election to the Board. (Letter)

• Avadel Pharmaceuticals (AVDL): ASL Strategic Value Fund urged Avadel Pharmaceuticals' Board to explore a sale and distribute a contingent value right for recovery from the lawsuits against Jazz Pharmaceuticals. (Letter)

• BP (BP): Activist Elliott Management has become BP’s third-largest shareholder after building a near-5% stake worth almost £3.8bn, as it seeks to force the troubled UK oil major to cut spending on renewable energy and make big divestments. (FT)

• Phillips 66 (PSX): Activist investor Elliott asked Phillips 66 to sell or spin off the Midstream business, sell the company's interests in CPChem, and sell the JET retail operations in Germany and Austria. (Letter)

• U.S. Steel (X): Activist investor Ancora Holdings urged U.S. Steel to terminate its Nippon merger, collect the $565M breakup fee, end related litigation, and consider Alan Kestenbaum for a shareholder-focused turnaround. (Letter)

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Update on Other Special Situations

• DuPont (DD): CFO Antonella Franzen confirmed the separation remains of the electronics business is on track for completion by November 1, 2025. Executive Chairman Edward Breen announced plans to unveil the new electronics company’s leadership and board by the end of Q1 2025. (Earnings Call Transcript)

• Unilever (UL): Unilever has chosen Amsterdam over London and New York as the primary listing for its ice cream business. The company announced that the separation will be completed by the end of the year. (Reuters)

• CompoSecure (CMPO): CompoSecure's Board approved the spin-off of Resolute Holdings Management. As of February 20, 2025, Shareholders will receive one RHLD share for every 12 CompoSecure shares. The distribution is set for February 28, 2025, with "when-issued" trading expected around February 20 on Nasdaq under the ticker "RHLD." (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Consumer Discretionary

• Playa Hotels & Resorts (PLYA) / Hyatt Hotels (H) - $2.6 bn, 2025 (Press Release, Merger Agreement)

Information Technology

• Intevac (IVAC) / Seagate Technology (STX) - $75.46 mn, late March or early April 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. 

• Alliant Energy (LNT): Chief Operating Officer Benjamin Bilitz resigns effective March 2, 2025. (Filing)

• AMC Entertainment (AMC): General Counsel Kevin Connor resigns effective March 13, 2025. (Filing)

• Amerant Bancorp (AMTB): Chief Consumer Banking Officer Howard A. Levine  resigns effective February 14, 2025. (Filing)

• Aspira Women`s Health (AWH): President Dr. Sandra Milligan resigns effectiveFebruary 21, 2025. (Filing)

• Avinger (AVGR): Terminates Chief Executive Officer Jeffrey M. Soinski and Chief Technology Officer Himanshu Patel esigns effective February 7, 2025. (Filing)

• Global Industrial Company (GIC): Interim Chief Executive Officer Richard B. Leeds resigns effective February 11, 2025. (Filing)

• IPG Photonics (IPGP): Chief Accounting Officer Thomas J. Burgomaster resigns effective March 1, 2025. (Filing)

• Levi Strauss & Co. (LEVI): Chief Operations Officer Liz O’Neill resigns effective March 1, 2025. (Filing)

• Manhattan Associates (MANH): President and Chief Executive Officer Eddie Capel resigns effective February 12, 2025. (Filing)

• Kala Pharmaceuticals (KALA): Chief Executive Officer Mark Iwicki resigns effective February 11, 2025. (Filing)

• Sadot Group (SDOT): Chief Executive Officer Michael Roper transitions to Chief Governance and Compliance Officer effective February 10, 2025. (Filing)

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The content herein is informational and should not be relied upon as fact. We do not warrant the completeness or accuracy of the content or data provided in this article. Do your own diligence before making any investment decisions.