The Special Situation Report #157: 4/13 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
ConnectM (CNTM): Informed its three institutional investors that it had 38.76 million shares outstanding, implying a $62.02 million equity value, which the Buy-Out Group accepted in reaffirming its $1.60/share offer. (Press Release)
Howard Hughes Holdings (HHH): Pershing Square further extended the term of its standstill agreement with Howard Hughes Holdings to April 15, 2025, from April 7, 2025. (Press Release)
VivoPower (VVPR): Energi has amended its non-binding takeover proposal to a proportional offer, aiming to acquire 80% of the unaffiliated free float shares of VivoPower. (Press Release)
WNS Holdings (WNS): Capgemini SE is in advanced talks to acquire business process outsourcing company WNS Holdings. (Bloomberg)
Rumors
Keros Therapeutics (KROS): Launched strategic review that includes a potential sale of the company and adopted a poison pill to deter hostile takeovers. (Press Release)
Theratechnologies (THTX): Future Pak has submitted two acquisition proposals for Theratechnologies, with the latest offering $3.51–$4.50 per share in cash, implying an enterprise value of up to $255 million, including $205 million upfront and up to $50 million in CVR payments. (Press Release)
Update on Shareholder Activism
Match Group (MTCH): The Board will appoint e-commerce executive Darrell Cavens as a new director, and the Board does not endorse the nominees endorsed by Anson Funds. (Press Release)
Phillips 66 (PSX): Urged shareholders to support the current management’s strategy, and cautioned against Elliott’s proposals, arguing they are based on unrealistic assumptions, overlook significant risks, and would disrupt Phillips 66’s momentum by pushing for short-term, irreversible changes like a rushed company breakup. (Press Release)
Sonim Technologies (SONM): AJP challenged Sonim’s rejection of its nomination notice, which Sonim dismissed. AJP called on Sonim to reverse its rejection, cease obstructive tactics, and allow stockholders to vote on the proposed nominees. (Letter)
U.S. Steel (X): Ancora withdrew its director nominations for the 2025 Annual Meeting of Stockholders of U.S. Steel due to apparent momentum surrounding the proposed $55 per share sale to Nippon Steel. (Press Release)
Update on Other Special Situations
Costamare (CMRE): Costamare announced that the incoming management team of Costamare Bulkers Holdings hosted its virtual Analyst and Investor Day on April 9, 2025. Costamare Bulkers is the new company that will hold Costamare Inc.’s owned dry bulk vessels and the CBI operating platform upon completion of Costamare Inc.’s previously announced spin-off of its dry bulk business. (Analyst and Investor Day Presentation)
Continental (CTTAY): Germany’s Continental plans to turn its ContiTech rubber and plastics division into an independent entity, setting the company up to be a pure-play tire maker after the planned spin-off of its automotive segment. (Reuters)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
No new deals announced last week.
Sudden Departures
“Sudden Departures” highlights executive exits announced with short notice, where the executive is expected to leave within 30 days.
Honeywell International (HON): General Counsel Anne T. Madden resigns effective May 5, 2025. (Filing)
Healthcare Triangle (HCTI): Chief Financial Officer Thyagarajan Ramachandran resigns effective April 10, 2025. (Filing)
Janover (JNVR): Chief Executive Officer Blake Janover resigns effective April 4, 2025. (Filing)
LGL Group (LGL): Co-Chief Executive Officer Timothy Foufas resigns effective May 1, 2025. (Filing)
Mama's Creations (MAMA): Chief Administrative Officer Steven R. Burns retires effective April 30, 2025. (Filing)
Microvast Holdings (MVST): Chief Financial Officer Fariyal Khanbabi resigns effective April 7, 2025. (Filing)
OneStream (OS): President Craig Colby resigns effective May 1, 2025. (Filing)
Peloton Interactive (PTON): Chief Supply Chain Officer Andrew Rendich resigns effective April 11, 2025. (Filing)
SmartRent (SMRT): President and Chief Executive Officer Michael Shane Paladin resigns effective April 9, 2025. (Filing)
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