The Special Situation Report #152: 3/9 Roundup
Summary of the Week in Special Situations
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
23andMe (ME): New Mountain indicated that it was no longer interested in participating in a potential acquisition, and Anne Wojcicki revised her offer to acquire all outstanding shares for cash consideration of $0.41 per share from the prior offer of $2.53 per share. The Special Committee rejected this offer. (13D Filing)
Barnwell Industries (BRN): The Executive Committee of the Barnwell Board disqualified the controlling slate of director nominees submitted by one of its shareholders, Ned Sherwood, in connection with the upcoming AGM. (Press Release)
Beacon Roofing Supply (BECN): QXO (QXO) announced that it is again extending its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply to March 10, 2025. (Press Release)
Howard Hughes (HHH): The Special Committee finds the Pershing Square proposal as "not acceptable", and enters a standstill agreement with Pershing Square, effective until March 13, 2025. (Press Release)
Lifeway Foods (LWAY): Responded that Danone's lawsuit is the "latest aggressive action" in Danone's campaign to execute a hostile takeover of Lifeway at a price that substantially undervalues the company. (Press Release)
Rumors
Allegro Microsystems (ALGM): Onsemi (ON) wanted to acquire Allegro for $35.10 per share in cash, but Allegro rejected the proposal. (Press Release)
OneConnect Financial Technology (OCFT): Bo Yu Limited submitted a non-binding proposal to acquire all outstanding shares of OneConnect that it did not already own, in a going-private transaction at HK$2.068 per share (approximately $7.98 per ADS, with each ADS representing 30 ordinary shares). (Letter)
Riskified (RSKD): Exploring options including a potential sale after receiving takeover interest. (Reuters)
Update on Shareholder Activism
Atea Pharmaceuticals (AVIR): Bradley Radoff intends to nominate a competing slate of candidates for the Board. (13D Filing)
Kenvue (KVUE): The company appointed new independent directors, Sarah Hofstetter, Erica Mann, and Jeffrey Smith, CEO of Starboard Value to the Board. (Press Release)
Phillips 66 (PSX): Elliott Investment Management announced the seven independent candidates it has nominated to the Phillips 66 Board for election at the upcoming AGM. (Press Release)
Rio Tinto (RIO): Palliser Capital welcomed Rio Tinto’s decision to allow shareholders to vote on its resolution at the upcoming AGM, after initially failing to submit the resolution to the Limited AGM. (Press Release)
Update on Other Special Situations
Euroseas (ESEA): Euroseas is spinning off Euroholdings which will trade on the NASDAQ under the symbol “EHLD” starting March 18, 2025. Shareholders will receive one Euroholdings share for every 2.5 Euroseas shares held as of March 7, 2025. (Press Release)
Comcast (CMCSA): Comcast‘s cable network “SpinCo” has appointed iHeartMedia and 21st Century Fox veteran Jordan Fasbender as Chief Legal Officer. (Yahoo Finance)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Healthcare
Chimerix (CMRX) / Jazz Pharmaceuticals (JAZZ) - $935 mn, Q2 2025 (Press Release, Merger Agreement)
Walgreens Boots Alliance (WBA) / Sycamore Partners - $23.7 bn, Q4 2025 (Press Release)
Sudden Departures
“Sudden Departures” highlight executive exits announced with short notice, where the executive is expected to leave within 30 days of announcement.
BrightSpring Health Services (BTSG): Chief Financial Officer Jim Mattingly resigns effective March 4, 2025. (Filing)
Dropbox (DBX): Chief Legal Officer Bart Volkmer resigns effective March 28, 2025. (Filing)
iHeartMedia (IHRT): Chief Legal Officer Jordan R. Fasbender resigns effective April 1, 2025. (Filing)
Kroger (KR): Chief Executive Officer Rodney McMullen resigns effective March 3, 2025. (Filing)
LiveRamp Holdings (RAMP): Chief Product Officer Kimberly Bloomston resigns effective March 3, 2025. (Filing)
ProPetro Holding (PUMP): Chief Financial Officer David S. Schorlemer resigns effective March 3, 2025. (Filing)
Snowflake (SNOW): Chief Revenue Officer Christopher W. Degnan resigns effective March 14, 2025, (Filing)
Solaredge Technologies (SEDG): Chief Financial Officer Ariel Porat resigns effective March 2, 2025. (Filing)
Spire Global (SPIR): President Peter Platzer resigns effective March 5, 2025. (Filing)
Ultra Clean (UCTT): Chief Executive Officer James P. Scholhamer resigns effective March 4, 2025. (Filing)
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