The Special Situation Report #153: 3/16 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): CEO Anne Wojcicki revised her proposal to acquire all outstanding shares of the company at $2.94 per share, comprising $0.41 per share in upfront cash and three contingent value rights (CVRs) totaling up to $2.53 per share, based on certain revenue milestones. (Letter)
Beacon Roofing Supply (BECN): QXO (QXO) and Beacon Roofing Supply confirmed that they are in discussions about a potential combination in which QXO would acquire Beacon for $124.35 per share in cash, or a total consideration of approximately $11 billion. (Press Release)
Howard Hughes (HHH): Pershing Square extended its standstill agreement with Howard Hughes from March 13, 2025, to April 7, 2025, to facilitate ongoing discussions regarding the proposal. (Press Release)
Martin Midstream Partners (MMLP): Caspian Capital announced that it has "moved on from (its) prior efforts to acquire" Martin Midstream Partners; it has ended its collaboration with Nut Tree Capital Management L.P. and has no current plans relating to the control of Martin Midstream. (Press Release)
Rumors
AvidXchange Holdings (AVDX): Weighing a sale after getting takeover interest. (Bloomberg)
Purple Innovation (PRPL): The Board has initiated a review of strategic alternatives following inbound expressions of interest. (Press Release)
TXNM Energy (TXNM): Exploring a sale after receiving takeover interest from a potential suitor. (Bloomberg)
Update on Shareholder Activism
Chemours (CC): Plans to add the CEO of Vision One Management Partners, Courtney Mather, to its board as it seeks to avoid a proxy fight with the activist investor. (Bloomberg)
Match Group (MTCH): Hedge fund Anson Funds is gearing up for a boardroom fight at Match Group and plans to nominate several directors to the online dating company's 10-member board. (Reuters)
Rio Tinto (RIO): Palliser Capital released a letter addressed to the chair of Rio Tinto, urging further steps toward unifying its dual-listed structure following an appraisal report. (Letter)
U.S. Steel (X): Ancora Holdings added about $100 million to its holdings of United States Steel as the activist investor continues to push to replace the board and install a new CEO to lead a turnaround. (Bloomberg)
Woodside Energy (WDS): Activist investor Australasian Centre for Corporate Responsibility (ACCR) is opposing the election of directors at an upcoming annual general meeting of Australian energy major Woodside Energy, citing poor returns and the company's failures in managing climate risks. (Press Release)
Update on Other Special Situations
Lions Gate Entertainment (LGF.A): Lionsgate and Lionsgate Studios have postponed their shareholder meetings on the planned business separation from March 10, 2025, to April 23, 2025. (Press Release)
Lions Gate Entertainment (LGF.A): Lionsgate has filed its definitive proxy statement, setting April 23, 2025, for shareholder meetings to approve its planned separation. Under the proposal, Lionsgate will be renamed Starz Entertainment while a newly formed entity, Lionsgate Studios, will take over the studio business. Once finalized, Starz (STRZ) will trade on Nasdaq, and Lionsgate Studios (LION) will be listed on the NYSE. (Prospectus)
IAC (IAC): IAC approved the planned spin-off of Angi Inc. and declared a special dividend to distribute all Angi shares held by IAC to its stockholders. The distribution will be made on March 31, 2025, to IAC stockholders of record as of March 25, 2025. Each IAC stockholder is expected to receive approximately 0.5178 shares of Angi per IAC share, subject to adjustments before the final distribution. (Filing)
Vivani Medical (VANI): Vivani Medical announced that it intends to spin off Cortigent by or before Q3 2025. (Press Release)
Continental AG (CTTAY): Continental AG’s Supervisory Board approved the Executive Board’s decision to proceed with the spin-off of the future Automotive Group. (Press Release)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Basic Materials
Radius Recycling (RDUS) / Toyota Tsusho America - $1.34 bn, H2 2025 (Press Release, Merger Agreement)
Energy
Veren (VRN) / Whitecap Resources - $10.4 bn, May 30, 2025 (Press Release)
Healthcare
2seventy bio (TSVT) / Bristol-Myers Squibb (BMY) - $286 mn, Q2 2025 (Press Release, Merger Agreement)
Checkpoint Therapeutics (CKPT) / Sun Pharma - $355 mn, Q2 2025 (Press Release, Merger Agreement)
Real Estate
Redfin Corporation (RDFN) / Rocket Companies (RKT) - $1.75 bn, Q2 or Q3 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.
Cigna (CI): Chief Financial Officer Brian C. Evanko transitions to the role of Chief Operating Officer. (Filing)
Gilead Sciences (GILD): Chief Accounting Officer Sandra Patterson resigns effective March 12, 2025. (Filing)
Flux Power (FLUX): Chief Executive Officer and President Ronald F. Dutt resigns effective March 10, 2025. (Filing)
Ibotta (IBTA): Chief Financial Officer Sunit Patel resigns effective March 28, 2025. (Filing)
Informatica (INFA): Chief Accounting Officer Mark Pellowski resigns effective March 5, 2025. (Filing)
MSA Safety (MSA): Chief Financial Officer Lee B. McChesney resigns effective March 21, 2025. (Filing)
Progressive (PGR): Chief Accounting Officer Mariann Wojtkun Marshall resigns effective March 7, 2025. (Filing)
Southern First Bancshares (SFST): Chief Risk Officer William M. Aiken, III resigns effective March 31, 2025. (Filing)
Sutro Biopharma (STRO): President and Chief Executive Officer William J. Newell resigns effective March 13, 2025. (Filing)
Udemy (UDMY): President and Chief Executive Officer Greg Brown resigns effective March 12, 2025. (Filing)
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