It was a busy week in special situations, and I have all the details below.

On Thursday I’ll publish my latest research report, covering a recent spin-off. The company has posted solid financial results but trades for 2x trailing free cash flow – meriting a closer look.

Thank you for reading and see you next week: same time, same place.

Table of Contents:

1. Update on Developing M&A

2. Update on Shareholder Activism

3. Update on Other Special Situations

4. Announced M&A

Update on Developing M&A

Strategic Alternatives & Ongoing Situations

• Argo Group (ARGO) announced exploration of strategic alternatives and delayed its AGM (Filing); I reported on this rumor in Report #12

• Bright Scholar (BEDU) received a takeover proposal from its chairman (Press Release)

• Elemental Royalties (TSXV: ELE) announced the hostile tender offer by Gold Royalty (GROY) was extended for ten days; Elemental continues to review alternatives (Press Release)

• Genocea (GNCA) announced restructuring and plan to explore strategic alternatives (Press Release)

• Kohl’s (KSS) received an offer from Simon Property Group (SPG) and Brookfield Asset Management (BAM) in its ongoing process (according to NY Post)

• NCR (NCR) gained amid speculation of multiple potential bidders in its announced process (Barron’s)

• Sio Gene Therapies (SIOX) announced a review of strategic alternatives to maximize shareholder value (Press Release)

• Southwest Gas (SWX) released additional details on its strategic alternatives process (Filing)

• Spok Holdings (SPOK) ended its strategic alternatives review and will focus on its standalone plan (Filing)

• Ted Baker (LSE: TED) provided an update on its formal sale process; it has received several non-binding proposals (Filing)

• Turtle Beach (HEAR) disclosed it was engaging on strategic alternatives (Filing); Donerail sent an open letter to shareholders (Filing)

• Vp (LSE: VP) announced the commencement of a formal sale process (Filing)

• Zymeworks (ZYME) received an unsolicited takeover bid (Press Release)

Rumors

• Magnachip (MX) subject of takeover interest from LX Group with LOI expected as early as next week (The Korean Economic Daily)

• Match Group (MTCH) subject of speculation regarding a potential takeover by Meta (FB) (Seeking Alpha)

• Mattel (MAT) exploring a sale and has talked with firms including Apollo (APO) and L Catterton (Wall Street Journal)

• Silicon Motion (SIMO) reportedly exploring a sale amid takeover interest (Bloomberg)

• SpartanNash (SPTN) attracts takeover interest from United Natural Foods (UNFI) and others (Reuters); I reported on activist agitation in Report #9

• Ubisoft (EPA: UBI) drawing takeover interest from buyout funds (Bloomberg)

Update on Shareholder Activism

• Aerojet Rocketdyne’s (AJRD) CEO and her slate of director nominees filed a presentation in ongoing proxy battle (Presentation, Letter); Chairman filed a lawsuit against CEO (Lawsuit)

• Athira Pharma (ATHA) investor Richard Kayne issued a presentation to shareholders (Filing); the company issued a rebuttal presentation (Filing)

• Everbridge (EVBG) activist Ancora announced plan to withhold support for Everbridge’s chairman and three other directors (Filing)

• Hasbro (HAS) activist Alta Fox filed a definitive proxy, modifying its slate to 3 nominees and targeting the chairman (Press Release)

• Kohl’s (KSS) activist Macellum issued a presentation in ongoing situation (Filing); ISS recommended 2 of 10 board nominees from activist Macellum (Reuters); Kohl’s incoming chairman sent a rebuttal letter (Press Release)

• Nam Tai Properties (NTP) investor Oasis Management filed a 13D disclosing a ~20% stake (Filing)

• Nielsen (NLSN) shareholder Windacre filed a presentation outlining its thesis on Nielsen, arguing the takeover price isn’t close to fair value (Filing)

• Rubicon Technology (RBCN) activist Paragon Technologies issued a letter to shareholders demanding more accountability (Filing)

• Suncor Energy (SU) activist Elliot Management called for new board directors, an overhaul of management, and the initiation of a strategic review (Press Release)

• Sylvamo Corporation (SLVM) investment firm Atlas Holdings disclosed a 14% stake in a 13D filing (Filing); the company adopted a shareholder rights plan (Filing)

• US Foods (USFD) and activist investor Sachem Head both filed investor presentations in ongoing proxy contest (Company Presentation, Activist Presentation)

Update on Other Special Situations

Spin-Offs

• Bausch Health Companies (BHC) launched roadshow for Bausch + Lomb initial public offering (MarketWatch); IPO terms below sell-side expectations (Seeking Alpha)

• Bed, Bath & Beyond (BBBY) considers alternatives for Buybuy Bay; RetailWire asks if a spin-off or sale is the right move

• Fidelity National (FNF) prepares to spin-off part of its annuity unit (ThinkAdvisor)

• Fortune Brands (FBHS) announced its intention to spin-off its Cabinets business to shareholders (Filing)

• Fortress Transportation and Infrastructure (FTAI) announced its board approved FTAI Infrastructure spin-off (Filing)

• GlaxoSmithKline (GSK) beat forecasts as it prepares consumer health spin-off (Reuters)

Other

• AXIS Capital (AXS) reportedly planning to sell its reinsurance segment (Insurance Insider)

• HSBC’s (HSBC) largest shareholder is calling for a breakup of the company (Reuters)

• Opera (OPRA) announced intentions to sell its remaining stake in OPay (Filing)

• Reckitt Benckiser (LSE: RKT) kicked off sale of its infant nutrition business (Bloomberg)

• Walgreens (WBA) set mid-May deadline for Boots final bids (Sky News); Apollo (APO) and Reliance (NSE: RELIANCE) plan joint bid (Reuters)

• Whirlpool (WHR) announced a strategic review of its business in Europe, Middle East, and Africa (Filing)

Announced M&A

Target / Acquirer – Transaction Enterprise Value

Consumer / Retail

• Confectionary business of Grupo Bimbo (MX: BIMBOA) / Mondelez (MDLZ) – $1.3bn (Press Release)

Energy & Natural Resources

• Albioma (ENXTPA: ABIO) / KKR (KKR) – $1.7bn (Press Release)

Financials

• Beach Bank / The First Bancshares (FBMS) – $117mm (Press Release)

• Infrastructure equity investment management business of AMP Capital (ASX: AMP) / DigitalBridge (DBRG) – $328mm (Press Release)

• Middle Market Lending portfolio of Annaly Capital (NLY) / Ares Management – $2.4bn (Press Release)

Gaming, Gambling, Lodging & Real Estate

• PS Business Parks (PSB) / Blackstone (BX) – $7.6bn (Press Release)

Healthcare

• ClaimsXten business of Change Healthcare (CHNG) & UnitedHealth (UNH) / TPG Capital – $2.2bn (Filing)

Industrials

• Dynapower / Sensata Technologies (ST) – $580mm (Press Release)

• Fill-Rite / Gorman-Rupp Company (GRC) – $525mm (Press Release)

• Hitachi Transport (TSE: 9086) / KKR (KKR) – $5.2bn (Press Release)

• Storage tank business of Arcosa (ACA) / Black Diamond Capital – $275mm (Press Release)

Technology, Media & Telecommunications

• GTY Technology (GTYH) / GI Partners – $427mm (Press Release)

• WhiteHat Security / Synopsys (SNPS) – $330mm (Press Release)

• Twitter (TWTR) / Elon Musk – $44bn (Press Release, Merger Agreement)

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