The Special Situation Report #155: 3/30 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): Initiated voluntary Chapter 11 proceedings. Anne Wojcicki resigned from her role as Chief Executive Officer. (Press Release)
Emeren (SOL): Formed a special committee, which includes its three independent directors, Martin Bloom, Ramnath Iyer, and Ramki Srinivasan, to evaluate a going private proposal it received from Shah Capital. (Press Release)
Lee Enterprises (LEE): Extended its shareholder rights plan to March 27, 2026, following unsolicited acquisition interest from The Hoffmann Family of Companies, which holds a 9.8% stake. (Press Release)
UniFirst (UNF): Cintas (CTAS) announced that it has terminated discussions with UniFirst regarding Cintas’ proposal to acquire all of the outstanding common and class B shares of UniFirst for $275 per share. (Press Release)
Rumors
VivoPower International (VVPR): Received an unsolicited, non-binding takeover proposal from Abu Dhabi-based Energi Holdings to acquire all non-affiliated free float shares of VivoPower, valuing the company at an enterprise value of $120 million. (Press Release)
Update on Shareholder Activism
Autodesk (ADSK): Starboard Value nominated three directors to the Autodesk board. (Letter)
Kenvue (KVUE): TOMS Capital Investment Management has amassed a stake in Kenvue and is urging Kenvue to consider a full sale or separation of some assets. (Bloomberg)
Lyft (LYFT): Engine Capital takes a 1% stake in Lyft, urging a strategic review, governance changes, and board restructuring. (Bloomberg)
Oportun (OPRT): Findell Capital issued an open letter to the board announcing that it has nominated Sandra Bell and Warren Wilco to act as independent stockholder fiduciaries. (Press Release)
Phillips 66 (PSX): Elliott Investment Management filed a lawsuit in the Court of Chancery of the State of Delaware against the company and its board, seeking an order requiring that four board seats be up for election at Phillips' 2025 Annual Meeting of Shareholders. (Press Release)
Shell (SHEL): Elliott Investment Management has taken a short position equivalent to 0.5% of shares in London-based Shell. The position is most likely a hedge because of their long position in BP. (Bloomberg)
Sonim Technologies (SONM): AJP Holding plans to nominate five candidates for Sonim’s Board at the 2025 Annual Meeting. (Press Release)
Update on Other Special Situations
Safety Shot (SHOT): Safety Shot set April 7, 2025, as the record date for the planned spinoff of Caring Brands (CABR). Eligible stockholders will receive one share of CABR common stock for every 45 shares of Safety Shot held. The distribution is expected to be completed on August 9, 2025. CABR is expected to commence trading on Nasdaq on April 11, 2025. (Press Release)
Honeywell (HON): Honeywell has announced leadership appointments for its Advanced Materials business, which will be rebranded as Solstice Advanced Materials following its planned tax-free spinoff expected in late 2025 or early 2026. David Sewell has been appointed President and CEO, effective immediately, and will continue in this role post-spin. Tina Pierce will assume the position of Chief Financial Officer on May 1, 2025. (Press Release)
Dollar Tree (DLTR): Dollar Tree has agreed to sell its Family Dollar business to private equity firms Brigade Capital Management and Macellum Capital Management for $1.007 billion. Family Dollar, acquired by Dollar Tree in 2015 for approximately $9 billion. (Press Release)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Financial Services
Dun & Bradstreet Holdings (DNB) / Clearlake Capital - $7.7 bn, Q3 2025 (Press Release, Merger Agreement)
Healthcare
LENSAR (LNSR) / Alcon (ALC) - $430 mn, mid-to-late 2025 (Press Release, Merger Agreement)
Industrials
The AZEK Company (AZEK) / James Hardie Industries (JHX) - $8.75 bn, H2 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.
Astrana Health (ASTH): Chief Accounting Officer John Vong resigns effective March 26, 2025. (Filing)
Beacon Roofing Supply (BECN): Chief Commercial Officer James J. Gosa resigns effective March 20, 2025. (Filing)
Core & Main (CNM): Chief Executive Officer Stephen O. LeClair transitions to the role of Executive Chair effective March 31, 2025. (Filing)
Compass Minerals International (CMP): Chief Supply Chain Officer Jennifer Hood resigns effective March 25, 2025. (Filing)
Crown Castle (CCI): Terminates President and Chief Executive Officer Steven J. Moskowitz effective March 23, 2025. (Filing)
Coeptis Therapeutics (COEP): Chief Scientific and Medical Officer Colleen Delaney resigns effective March 24, 2025. (Filing)
Fluor (FLR): Chief Human Resources Officer Stacy L. Dillow resigns effective April 11, 2025. (Filing)
N-able (NABL): Principal Accounting Officer Tim O’Brien resigns effective April 21, 2025. (Filing)
Illumina (ILMN): Chief Information Officer Carissa Rollins retires effective April 11, 2025. (Filing)
Morgan Stanley (MS): Deputy Chief Financial Officer and Chief Accounting Officer Raja Akram resigns effective March 26, 2025. (Filing)
Seritage Growth Properties (SRG): Chief Executive Officer and President Andrea L. Olshan resigns effective April 11, 2025. (Filing)
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