The Special Situation Report #154: 3/23 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

• Barnwell Industries (BRN): Rejects Ned Sherwood’s takeover attempt, clarifying and urges shareholders to disregard his consent solicitation. (Press Release) 

• Dun & Bradstreet Holdings (DNB): Clearlake Capital Group is nearing an acquisition of Dun & Bradstreet in a deal that would value one of Wall Street’s oldest data and analytics providers at about $4 billion. (Bloomberg)

• Lifeway Foods (LWAY): Edward Smolyansky submitted a list of nominees for election at the upcoming 2025 Annual Meeting, including George Sent, former chair of Lifeway's Audit and Corporate Governance Committee, Edward Smolyansky, and Ludmila Smolyansky. (Press Release)

• TXNM Energy (TXNM): KKR (KKR) is exploring an acquisition of TXNM Energy as it held takeover talks with TXNM in recent weeks. (Bloomberg)

• WideOpenWest (WOW): A group including DigitalBridge (DBRG) and Crestview Partners is attempting to clinch a deal to acquire WideOpenWest, which would cap a year-long effort to take the broadband and cable services provider private. (Reuters)

Rumors

• Emeren (SOL): Shah Capital Management submitted a non-binding proposal to acquire all outstanding ordinary shares not already owned by the Shah Parties—including Shah Capital Management, Shah Capital Opportunity Fund LP, and founder Himanshu H. Shah—for $2.00 per share in cash. (Letter)

• Guess? (GES): The Board received a non-binding proposal from WHP Global to acquire for $13.00 per share in cash, other than shares held by certain existing shareholders, including co-founders Paul Marciano, Maurice Marciano, and CEO Carlos Alberini. (Press Release)

• Lee Enterprises (LEE): Hoffmann Family of Cos. is looking to buy Lee Enterprises after increasing its stake in the media company over the past six months. (WSJ)

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Update on Shareholder Activism

• 23andMe (ME): Zentree Investments wants to ensure that “minority investors are afforded a voice, thereby ensuring fair treatment”. Zentree seeks to prevent the sale of the company at an unreasonable price and advocate for more prudent management of the company's costs. (13D Filing)

• Amarin Corporation (AMRN): Bradley L. Radoff and Michael Torok, the Managing Director of JEC Capital Partners requested the Board to immediately conduct a strategic review to maximize shareholder value. (Press Release)

• Autodesk (ADSK): Activist investor Starboard Value is preparing to wage a proxy fight at Autodesk. (Letter)

• Civeo Corp (CVEO): Engine Capital sent a letter to Civeo’s Board of Directors, asserting that Civeo is significantly undervalued and urging decisive action to bridge the valuation gap. (Letter)

• Digimarc (DMRC): Ocho Investments, owning 5.1% of Digimarc, urges the Board to appoint a new CEO and an independent director to enhance shareholder value. (13D Filing)

• Identiv (INVE): The Radoff Family Foundation holds Identiv’s Board accountable for destroying stockholder value and urges the removal of Chairman James E. Ousley and Director Gary Kremen, warning it will oppose all director candidates at the 2025 Annual Meeting if they remain. (13D Filing)

• Oportun Financial (OPRT): Findell Capital, owning 9.1% of Oportun, seeks Board changes and nominates two directors to replace CEO Raul Vazquez and Lead Director R. Neil Williams. (Letter)

• Rio Tinto (RIO): Stepped up its defense of its dual-listed structure, warning that an independent review, as urged by an activist investor Palliser, could distract the mining giant from its strategic goals as it seeks to increase output of commodities expected to be essential for the energy transition. (Press Release)

• Sinovac Biotech (SVA): SAIF Partners IV requested the board to hold a special shareholders' meeting to vote on two key proposals: removing current directors David Guowei Wang, Pengfei Li, and Jianzeng Cao, and electing ten new directors to the Board immediately. (13D Filing)

• Teradata (TDC): Lynrock Lake founder Cynthia Paul who owns 9.9% of Teradata, urged Board changes, strategic improvements, and a CFO hire to boost shareholder value. (13D Filing)

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Update on Other Special Situations

• VivoPower International (VVPR):  VivoPower announced plans to spin off its subsidiary, Caret Digital, via a direct listing on Nasdaq. Shareholders will receive five (5) Caret Digital shares per VivoPower share.  Caret Digital to focus on Dogecoin (DOGE) mining, converting to Bitcoin (BTC) for optimized returns. The spin-off was approved at VivoPower’s 2023 AGM, with further shareholder authorization granted in 2024. (Press Release)

• Comcast (CMCSA): Comcast announced that David Novak will serve as Chairman of the Board for "SpinCo," its upcoming spin-off of select media brands and digital businesses. (Press Release)

• Euroseas (ESEA): EuroHoldings (EHLD) announced that it has completed its spin-off from Euroseas Ltd. The company’s shares commenced trading on the NASDAQ Capital Market under the symbol “EHLD.” (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Consumer Cyclical

• Beacon Roofing Supply (BECN) / QXO (QXO) - $11 bn, April 2025 (Press Release, Merger Agreement)

Financial Services

• ProAssurance (PRA) / The Doctors Company - $1.3 bn, H1 2026 (Press Release, Merger Agreement)

Healthcare

• OptiNose (OPTN) / Paratek Pharmaceuticals - $330 mn, Mid-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. 

• American Electric Power Company (AEP): Chief Information and Technology Officer Therace M. Risch retires effective April 1, 2025. (Filing)

• BGSF (BGSF): Chief Financial Officer John Barnett resigns effective March 17, 2025. (Filing)

• Cronos Group (CRON): Chief Financial Officer James Holm resigns effective March 19, 2025. (Filing)

• Editas Medicine (EDIT): Chief Financial Officer Erick Lucera resigns effective March 28, 2025. (Filing)

• Gannett Co (GCI): Chief Financial Officer Douglas E. Horne resigns effective March 18, 2025. (Filing)

• Green Brick Partners (GRBK): Chief Financial Officer Richard A. Costello resigns effective March 17, 2025. (Filing)

• Leslies (LESL): Leslies  Chief Financial Officer Scott Bowman resigns effective March 14, 2025. (Filing) 

• Primoris Services (PRIM): President and Chief Executive Officer Tom McCormick resigns effective March 20, 2025. (Filing)

• Rekor Systems (REKR): Chief Executive Officer David Desharnais resigns effective March 14, 2025. (Filing)

• SpartanNash (SPTN): Chief Strategy and Information Officer Masiar Tayebi rseigns effective April 11, 2025. (Filing)

• Staar Surgical Company (STAA): Chief Financial Officer Patrick Williams resigns effective March 17, 2025. (Filing)

• Trimas (TRS): Chief Financial Officer Scott A. Mell resigns effective March 20, 2025. (Filing)

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