The Special Situation Report #161: 5/11 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

• Howard Hughes (HHH): Pershing Square will invest $900 million to acquire 9 million newly issued shares of Howard Hughes at $100 per share. (Press Release)

• iRobot (IRBT): The Board is conducting a review of strategic alternatives, including, but not limited to, exploring a potential sale or strategic transaction, and refinancing the company's debt. (Press Release)

• VivoPower (VVPR): Energi Holdings completed the first phase of due diligence in connection with the non-binding proposal of $180 million; the second phase is expected to conclude by June 2, 2025. (Press Release)

Rumors

• BP (BP): BP’s rivals are weighing the opportunity to buy the UK energy major at a steep discount. (FT)

• Green Dot (GDOT): Has drawn interest from private equity firms, with some forming a consortia to pursue a potential acquisition. (Fortune)

• Vor Bio (VOR): The Board has approved the initiation of a process to explore a range of strategic alternatives. (Press Release)

• ZEEKR (ZK): Geely submitted a non-binding proposal to take ZEEKR private by acquiring all of the issued and outstanding shares and American Depositary Shares of ZEEKR that it does not already own for $2.566 per ordinary share or $25.66 per ADS. (Press Release)

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Update on Shareholder Activism

• AN2 Therapeutics (ANTX): BML Investment Partners urged the Board that an orderly winddown, liquidation, and capital return are in the best interests of the shareholders of AN2. (Letter)

• Charles River Laboratories (CRL): Reached a settlement with activist investor Elliott Investment Management to add four new directors to its board and launch a strategic review of the business. (Press Release)

• CVS Health (CVS): Glenview Capital announced that following healthy Q1 results at CVS Health and increased annual guidance, Glenview has reduced its overall holdings by 3.75 million shares. (Press Release)

• Forward Air (FWRD): Ancora Holdings issued a letter to shareholders of Forward Air urging them to vote against three current members of the company’s Board of Directors, Chairman George Mayes, Jr., Director Javier Polit, and Director Laurie Tucker, at the 2025 Annual Meeting. (Letter)

• Generation Income Properties (GIPR): Resurgent Realty Trust called for the Board to halt further dilutive or expensive financing actions, reassess executive pay, and explore all strategic alternatives, including a sale or merger. (Letter)

• Harley-Davidson (HOG): Glass Lewis and Egan-Jones have recommended that Harley-Davidson shareholders vote “WITHHOLD” on long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson at the upcoming Annual Meeting of Shareholders; ISS recommended that shareholders vote "FOR ALL" of the Director nominees. (Press Release)

• Keros Therapeutics (KROS): ADAR1 Capital outlined its concerns with Keros' capital allocation decisions, strategic direction, and prolonged underperformance. (Press Release)

• Lyft (LYFT): Engine Capital is withdrawing its nomination of candidates for election to Lyft’s Board at the 2025 Annual Meeting following its engagement with the company. (Press Release)

• PENN Entertainment (PENN): HG Vora filed a complaint in the United States District Court for the Eastern District of Pennsylvania against PENN and its Board, alleging that that PENN violated Pennsylvania’s Business Corporation Law and the Board breached its fiduciary duties when it reduced the number of seats up for election from three to two for its upcoming Annual Meeting. (Press Release)

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Update on Other Special Situations

• Fortive (FTV): Fortive filed a Form 10 with the SEC for the planned spin-off of its Precision Technologies segment, to be named Ralliant, on track for completion by Q2 2025. The company also named Neill Reynolds, former CFO of Wolfspeed as Ralliant’s CFO, effective June 2, 2025. (Press Release)

• Comcast (CMCSA): Comcast named its upcoming spinoff “Versant.” The new entity will include NBCUniversal cable networks such as USA, CNBC, MSNBC, SYFY, E!, Oxygen, and Golf Channel, along with digital assets like Fandango, Rotten Tomatoes, GolfNow, GolfPass, and SportsEngine. (CNBC)

• Costamare (CMRE): Costamare completed the spin-off of its dry bulk business into a new independent public company, Costamare Bulkers Holdings Limited. Shareholders received 1 CMDB share for every 5 CMRE shares held as of April 29, 2025. CMDB begins trading today on the NYSE, while CMRE continues under its existing ticker. (Press Release)

• Lionsgate Studios (LION): Lions Gate Entertainment Corp. has completed the separation of its Studio and STARZ businesses into two independent, publicly traded companies. Lionsgate now trades on the NYSE under the ticker symbol LION, while STARZ returns as a standalone public company, trading on the Nasdaq under the symbol STRZ. (Press Release)

• McKesson (MCK): McKesson announced its intention to separate its Medical-Surgical Solutions segment into an independent company. (Reuters)

• Warner Bros. Discovery (WBD): Warner Bros. Discovery is reportedly weighing a potential breakup, with plans to separate or divest its declining cable TV business, according to CNBC. The company began laying the groundwork for a possible spinoff of its cable assets last December. (Reuters)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Communication Services

• Hall of Fame Resort & Entertainment (HOFV) / Industrial Realty Group - $325.81 mn, 2025 (Press Release, Merger Agreement)

Consumer Cyclical

• Skechers U.S.A. (SKX) / 3G Capital - $10.63 bn, Q3 2025 (Press Release, Merger Agreement)

Energy

• PHX Minerals (PHX) / WhiteHawk Energy - $187 mn, Early Q3 2025 (Press Release)

Technology

• AvidXchange Holdings (AVDX) / TPG (TPG) and Corpay (CPAY) - $2.2 bn, Q4 2025 (Press Release, Merger Agreement)

• FARO Technologies (FARO) / AMETEK (AME) - $920 mn, H2 2025 (Press Release, Merger Agreement)

• TaskUs (TASK) / Blackstone (BX) and TaskUs Co-Founders - $1.62 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. 

• Ashland (ASH): Chief Financial Officer Kevin Willis resigns effective May 16, 2025. (Filing)

• Axogen (AXGN): Chief Financial Officer Nir Naor resigns effective May 11, 2025. (Filing)

• Barinthus Biotherapeutics (BRNS): terminates Chief Financial Officer Gemma Brown effective April 30, 2025. (Filing)

• Chipotle Mexican Grill (CMG): President and Chief Strategy Officer Jack Hartung resigns effective June 1, 2025. (Filing)

• Conduent (CNDT): Chief Financial Officer Stephen Wood resigns effective May 2, 2025. (Filing)

• Eventbrite (EB): Chief Technology Officer Vivek Sagi resigns effective May 16, 2025. (Filing)

• Hain Celestial Group (HAIN): President and Chief Executive Officer Wendy P. Davidson resigns effective May 6, 2025. (Filing)

• Helen of Troy (HELE): Chief Executive Officer Noel Geoffroy resigns effective May 2, 2025. (Filing)

• Indivior (INDV): Chief Executive Officer Mark Crossley resigns effective May 8, 2025. (Filing)

• Kellanova Company (K): Chief Financial Officer Amit Banati esigns effective May 9, 2025. (Filing)

• Kenvue (KVUE): Chief Financial Officer Paul Ruh resigns effective May 12, 2025. (Filing)

• Latham Group (SWIM): Chief Commercial Officer Joshua D. Cowley resigns effective May 16, 2025. (Filing)

• NAPCO Security Technologies (NSSC): Chief Financial Officer Kevin Buchel effective May 6, 2025. (Filing)

• Netscout Systems (NTCT): Chief Financial Officer Jean Bua resigns effective May 31, 2025. (Filing)

• Oncology Institute (TOI): Chief Operating Officer Jeremy Castle resigns effective May 30, 2025. (Filing)

• Pentair (PNR): Chief Accounting Officer Robert P. Fishman resigns effective May 12, 2025. (Filing)

• PriceSmart (PSMT): Chief Financial Officer Michael McCleary resigns effective June 1, 2025. (Filing)

• Puma Biotechnology (PBYI): terminates Chief Commercial Officer Jeff J. Ludwig effective May 8, 2025. (Filing)

• Roku (ROKU): General Counsel Louise Pentland resigns effective May 16, 2025. (Filing)

• Sadot Group (SDOT): Chief Executive Officer Catia Jorge resigns effective June 2, 2025. (Filing)

• Skyworks Solutions (SWKS): Chief Financial Officer Kris Sennesael resigns effective May 9, 2025. (Filing)

• Spruce Power Holding (SPRU):  Chief Financial Officer  Sarah Wells resigns effective May 14, 2025. (Filing)

• Vestis (VSTS): Chief Human Resources Officer Angie Kervin resigns effective May 16, 2025. (Filing)

• Weave Communications (WEAV): Chief Product and Technology Officer Branden Neish resigns effective May 16, 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.