The Special Situation Report #160: 5/4 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): Glass Lewis has resoundingly rejected the Sherwood Group's efforts to take control of the company and declared the removal of Barnwell directors Ken Grossman, Josh Horowitz, and Alex Kinzler to be unwarranted. (Press Release)

• ConnectM (CNTM): Members of the Buy-Out Group — SriSid, Arumilli, and Win-Light Global — have each increased their individual ownership in the company since the group’s initial offer. (Press Release)

• Emeren Group (SOL): Special committee has retained Kroll as its independent financial advisor and Morrison & Foerster as its U.S. legal counsel. (Press Release)

• Howard Hughes (HHH): Pershing Square further extended the term of its standstill agreement with Howard Hughes to May 30, 2025, from April 30, 2025. (Press Release)

Rumors

• E2open (ETWO): WiseTech Global confirmed that it is participating in a strategic review of U.S.-based cloud logistics company E2open. (Reuters)

• EuroHoldings (EHLD): The Board initiated a comprehensive review of strategic alternatives to maximize shareholder value. (Press Release)

• LiveOne (LVO): Exploring strategic options. (Press Release)

• NV5 Global (NVEE): Has drawn takeover interest from rival Acuren (TIC) in recent weeks. (Bloomberg)

• Olo (OLO): Restaurant software provider Olo is exploring a potential sale after attracting takeover interest. (Bloomberg)

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Update on Shareholder Activism

• Acelyrin (SLRN): Madison Avenue International intends to vote against the Proposed Merger with Alumis (ALMS) and may also seek the rescission of the Rights Plan. (13D Filing)

• Acelyrin (SLRN): Trium Capital expressed strong opposition to the merger with Alumis, arguing that the deal significantly undervalues Acelyrin’s assets. (Letter)

• Adecoagro (AGRO): Tether Investments nominated Juan Sartori, Kyril Louis-Dreyfus, Christian De Prati, Andres Larriera, and Oscar Leon Bentancor to the company's Board, and the Board appointed all five individuals, with Sartori also named as Executive Chairman of Adecoagro. (13D Filing)

• Couchbase (BASE): Irenic Capital Management has built a stake in database software provider Couchbase. (Bloomberg)

• Keros Therapeutics (KROS): The counsel for ADAR1 Capital Management sent a letter on April 24 to the Board of Keros expressing concerns that the Board had taken actions in breach of its fiduciary duties. (13D Filing)

• PENN Entertainment (PENN): HG Vora criticized PENN’s decision to reduce the number of board seats up for election at its 2025 Annual Meeting from three to two, calling the move self-serving and a denial of shareholders’ rights. (Press Release)

• Portillo’s (PTLO): Entered into a cooperation agreement with Engaged Capital to identify a new director with recent and relevant restaurant operating experience to be appointed to the Portillo’s Board of Directors. (Press Release)

• U.S. Steel (X): Hedge fund Third Point owns a "meaningful" stake in U.S. Steel and expects a merger with Japanese rival Nippon Steel to go ahead. (Reuters)

• WEX (WEX): Impactive Capital, citing widening performance gaps compared to peers, particularly Corpay, and the Board's resistance to change, announced its intent to vote against three directors—Jack VanWoerkom, Melissa Smith, and James Neary—at the upcoming annual meeting. (Letter)

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Update on Other Special Situations

• S&P Global (SPGI): S&P Global plans to spin off its Mobility segment into a standalone public company within 12–18 months, pending regulatory approvals and board sign-off. (Press Release)

• DuPont (DD): DuPont named its planned electronics spin-off Qnity Electronics and announced Matthew Harbaugh will become Qnity’s CFO effective May 1, 2025. (Press Release)

• Sony Group (SONY): Sony Group has denied recent media reports suggesting a potential spin-off of its Imaging & Sensing Solutions (I&SS) semiconductor business. In a 6-K filing, the company clarified that while Sony continues to explore mid- to long-term growth strategies for the I&SS business, no decisions have been made at this time. (Filing)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Healthcare

• Kronos Bio (KRON) / Concentra Biosciences - $34.86 mn, Mid-2025 (Press Release, Merger Agreement)

• Regulus Therapeutics (RGLS) / Novartis AG (NVS) - $800 mn, H2 2025 (Press Release, Merger Agreement)

• SpringWorks Therapeutics (SWTX) / Merck KGaA - $3.4 bn, H2 2025 (Press Release, Merger Agreement)

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Sudden Departures

“Sudden Departures” highlights executive exits announced with short notice, where the executive is expected to leave within 30 days. 

• Accel Entertainment (ACEL): Chief Financial Officer Mathew Ellis resigns effective May 9, 2025. (Filing)

• Aqua Metals (AQMS): Chief Financial Officer Judd Merrill resigns effective May 16, 2025. (Filing)

• Berkshire Hathaway (BRK.A): CEO Warren Buffett expects to transition the role to Greg Able by year end. (Reuters)

• Blackbaud (BLKB): Chief Financial Officer Anthony W. Boor transitions from his role effective April 30, 2025. (Filing)

• Bloom Energy (BE): Chief Financial Officer Dan Berenbaum resigns effective May 1, 2025. (Filing)

• Cartesian Therapeutics (RNAC): Chief Technology Officer Metin Kurtoglu resigns effective April 30, 2025. (Filing)

• Cboe Global Markets (CBOE): Chief Executive Officer Fredric J. Tomczyk retires effective May 7, 2025. (Filing)

• The Cigna Group (CI): Global Chief Information Officer Noelle Eder resigns effective May 16, 2025. (Filing)

• EBay (EBAY): Chief Financial Officer Steve Priest resigns effective May 11, 2025. (Filing)

• FAT Brands (FAT): Co-Chief Executive Officer Robert Rosen resigns effective April 29, 2025. (Filing)

• Forian (FORA): General Counsel Edward Spaniel, Jr. resigns effective May 23, 2025. (Filing)

• FrontView REIT (FVR): Chief Financial Officer Timothy Dieffenbacher resigns effective May 5, 2025. (Filing)

• FuelCell Energy (FCEL): Chief Commercial Officer Mark Feasel resigns effective May 2, 2025. (Filing)

• Kohl`s Corp (KSS): Terminates Chief Executive Officer J. Ashley Buchanan effective April 30, 2025. (Filing)

• Olaplex Holdings (OLPX): Chief Accounting Officer Stephen J. Bacica resigns effective April 24, 2025. (Filing)

• Scholar Rock Holding (SRRK): President and Chief Executive Officer Jay T. Backstrom resigns effective April 27, 2025. (Filing)

• Society Pass (SOPA): Group Chief Marketing Officer Rokas Sidlauskas resigns effective April 30, 2025. (Filing)

• Travel + Leisure Co. (TNL): Chief Financial Officer Erik D. Hoag resigns effective May 19, 2025. (Filing)

• Wolfspeed (WOLF): Chief Financial Officer Neill P. Reynolds resigns effective May 30, 2025. (Filing)

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The content herein is informational and should not be relied upon as fact. We do not warrant the completeness or accuracy of the content or data provided in this article. Do your own diligence before making any investment decisions.