The Special Situation Report #156: 4/6 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
Allegro Microsystems (ALGM): ON Semiconductor (ON) has enlisted Morgan Stanley for advice as it pursues Allegro Microsystems. (Bloomberg)
Grifols (GRFS): Brookfield Asset Management (BAM) and Grifols have denied reports of renewed talks on a potential €7 billion ($7.6 billion) deal. (Press Release)
Guess? (GES): The Special Committee has retained Solomon Partners as its financial advisor and Willkie Farr & Gallagher as its legal advisor. (Press Release)
Sonim Technologies (SONM): Received an unsolicited non-binding proposal from Orbic North America to acquire all outstanding shares of Sonim for $4 per share in cash. (Press Release)
TTEC Holdings (TTEC): Special Committee completed its review of CEO Kenneth Tuchman’s non-binding proposal of $6.85 per share, and is ready to consider and engage with Tuchman on a definitive transaction proposal. (Press Release)
VivoPower (VVPR): The board, in negotiations with Energi, was able to increase the original takeover enterprise value of $120 million to $180 million. (Press Release)
Rumors
ConnectM Technology Solutions (CNTM): Received a non-binding proposal offering $1.60 per share in cash from its three largest institutional investors—SriSid LLC, Arumilli LLC, and Win-Light Global—to acquire all remaining outstanding shares of the company. (Press Release)
LanzaTech Global (LNZA): Carbon Direct Capital Management has submitted a non-binding proposal to acquire all outstanding shares of LanzaTech Global at $0.02 per share. (Letter)
United Microelectronics (UMC): GlobalFoundries (GFS) exploring the possibility of a merger with United Microelectronics. (Reuters, citing Nikkei Asia)
WNS Holdings (WNS): Exploring a sale after attracting acquisition interest from potential suitors, including Capgemini. (Reuters)
Update on Shareholder Activism
23andMe (ME): Zentree Investments wants to ensure that minority investors are afforded a voice, thereby ensuring fair treatment. "We seek to prevent the sale of 23andMe at an unreasonable price and advocate for more prudent management of the company's costs." (13D Filing)
Barnwell Industries (BRN): Ned L. Sherwood urged shareholders to support his effort to replace the entire board with five new nominees, including himself, Heather Isidoro, and James C. Cornell. (Letter)
BuzzFeed (BZFD): Edge One acquired 5.42% of BuzzFeed shares, and intends to engage in discussions with members of BuzzFeed’s board to focus on the company’s business operations, financial condition, strategic plans, governance, executive leadership, board composition, and potential changes to enhance company performance. (13D Filing)
Match Group (MTCH): Anson Funds nominated a slate of directors - Fumbi Chima, Laura Lee, and Kelley Morrell - for election at the Match 2025 Annual Meeting of Stockholders. (Press Release)
Warner Bros. Discovery (WBD): Expanding its board to add Anton Levy following pressure from an activist shareholder, Sessa Capital. (WSJ)
Update on Other Special Situations
IAC (IAC): IAC completed the spin-off of Angi (ANGI). On March 31, 2025, IAC distributed ~0.5251 shares of Angi Class A common stock per share of IAC stock, based on record holdings as of March 25, 2025. The transaction also eliminated Angi's dual-class voting structure. (Press Release)
Intel (INTC): Intel CEO Lip-Bu Tan, in his first public remarks at the Intel Vision conference, announced the company will spin off non-core assets as part of a strategy to streamline operations and better align with customer needs. Specific units to be divested were not disclosed. (Bloomberg)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Consumer Cyclical
Dada Nexus (DADA) / JD.com, Inc. (JD) - $80.72 mn, Q3 2025 (Press Release, Merger Agreement)
Financial Services
Mr. Cooper Group (COOP) / Rocket Companies (RKT) - $9.4 bn, Q4 2025 (Press Release, Merger Agreement)
Old Point Financial (OPOF) / TowneBank (TOWN) - $203 mn, H2 2025 (Press Release)
Southern States Bancshares (SSBK) / FB Financial Corporation (FBK) - $381 mn, Late Q3 or Early Q4 2025 (Press Release, Merger Agreement)
Healthcare
Allakos (ALLK) / Concentra Biosciences - $8.97 mn, May 2025 (Press Release, Merger Agreement)
Technology
Satixfy Communications (SATX) / MDA Space - $269 mn, 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.
American Shared Hospital Services (AMS): Chief Executive Officer Raymond Stachowiak resigns effective April 3, 2025. (Filing)
Calumet (CLMT): Chief Accounting Officer Vincent Donargo resigns effective April 15, 2025. (Filing)
ClimateRock (CLRC): Chief Financial Officer Abhishek Bawa resigns effective March 26, 2025. (Filing)
Edesa Biotech (EDSA): Chief Financial Officer Stephen Lemieux resigns effective May 1, 2025. (Filing)
Esperion Therapeutics (ESPR): Chief Commercial Officer Eric Warren resigns effective April 18, 2025. (Filing)
Expion360 (XPON): Chief Operating Officer Paul Shoun resigns effective April 1, 2025. (Filing)
Intel (INTC): Chief People Officer Christy Pambianchi resigns effective April 25, 2025. (Filing)
RumbleON (RMBL): Terminates Chief Financial Officer Tiffany Kice and Chief Legal Counsel Brandy Treadway effective April 2, 2025. (Filing)
Myers Industries (MYE): Chief Financial Officer Grant Fitz resigns effective May 2, 2025. (Filing)
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