The Special Situation Report #162: 5/18 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

• Chegg (CHGG): Is "encouraged by the conversations" in its strategic alternatives process as it has made a "significant progress" in its process. (Press Release)

• TXNM Energy (TXNM): Blackstone (BX) is in talks to acquire TXNM Energy. (Bloomberg)

• Atea Pharmaceuticals (AVIR): The process to evaluate strategic options is ongoing, and Atea continues to evaluate all options to maximize shareholder value. (Press Release)

• MEI Pharma (MEIP): Continuing its review and evaluation of potential strategic alternatives. (Press Release)

• OneConnect (OCFT): Bo Yu submitted a request to the board to put forward a privatization proposal to the shareholders of OneConnect, including those represented by American depositary shares (ADSs), excluding shares held by Bo Yu. (13D Filing)

Rumors

• TrueBlue (TBI): HireQuest (HQI) submitted a proposal to acquire all of the outstanding shares of common stock of TrueBlue for $7.50 per share, which TrueBlue rejected, and adopted a poison pill. (Press Release)

• TherapeuticsMD (TXMD): Continues to evaluate a variety of strategic alternatives that may include, but not be limited to, an acquisition, merger, other business combination, sale of assets, or other strategic transactions involving the company. (Press Release)

• Franklin Street Properties (FSP): The Board has initiated a review of strategic alternatives to explore ways to maximize shareholder value. (Press Release)

• Movano Inc. (MOVE): The Board has initiated a process to explore strategic alternatives, including a sale, merger, or similar transaction involving the company, to maximize shareholder value. (Press Release)

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Update on Shareholder Activism

• Phillips 66 (PSX): Proxy firms Glass Lewis and ISS recommend Elliott nominees for the Board. (Press Release)

• Alaunos Therapeutics (TCRT): PMGC Capital believes Alaunos is undervalued and intends to engage constructively with the management and board to explore strategic opportunities. (Press Release)

• electroCore (ECOR): MAZ Partners said it is evaluating the feasibility of a change in the present Board or management of electroCore, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board. (13D Filing)

• Forward Air (FWRD): Irenic Capital said it intends to vote against certain legacy members of Forward Air’s Board at the 2025 Annual Meeting. (Press Release)

• Barnwell Industries (BRN): Shareholders have rejected the attempt by Ned Sherwood and affiliates to remove and replace the entire Barnwell Board. (Press Release)

• Harley-Davidson (HOG): H Partners on the preliminary results of Annual Meeting said, "We are encouraged that this campaign compelled Harley’s Board to commit to numerous shareholders that Zeitz, Linebarger, and Levinson will resign from the Board before the 2026 Annual Meeting, that it will appoint a new, external CEO, and that it will eliminate any consideration of Zeitz remaining on in an Executive Chair role." (Press Release)

• Henry Schein (HSIC): Completion of a $250 million strategic investment by funds affiliated with KKR (KKR). (Press Release)

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Update on Other Special Situations

• ABB Ltd. (ABBNY): Bloomberg reported that ABB Ltd. is considering a potential sale of its robotics unit, valued at over $3.5 billion, as an alternative to its planned 2026 spinoff. (Bloomberg)

• Sony (SONY): Sony has announced a partial spin-off of its financial services unit, Sony Financial Group Inc. (SFGI). The transaction is contingent on SFGI’s listing on the Tokyo Stock Exchange Prime Market. The spin-off is expected to be completed by October 2025. (Press Release)

• Warner Bros. Discovery (WBD): Warner Bros. Discovery is weighing a potential breakup, with CFO Gunnar Wiedenfels signaling openness to strategic options. The company began reorganizing in December 2024 to separate its cable TV assets, with completion targeted for mid-2025. (The Hollywood Reporter)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Basic Materials

• MAG Silver (MAG) / Pan American Silver (PAAS) - $2.1 bn, H2 2025 (Press Release)

Consumer Cyclical

• Foot Locker (FL) / DICK'S Sporting Goods (DKS) - $2.5 bn, H2 2025 (Press Release, Merger Agreement)

Consumer Defensive

• BRF S.A. (BRFS) / Marfrig Global Foods S.A. (MRRTY) - $8.11 bn, 2025 (Press Release)

Healthcare

• Inozyme Pharma (INZY) / BioMarin Pharmaceutical (BMRN) - $270 mn, Q3 2025 (Press Release, Merger Agreement)

Industrials

• NV5 Global (NVEE) / Acuren Corporation (TIC) - $1.7 bn, H2 2025 (Press Release, Merger Agreement)

Real Estate

• Landsea Homes Corporation (LSEA) / New Home - $1.2 bn, Q3 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. 

• Acadian Asset Management (AAMI): Chief Financial Officer Christina Wiater resigns effective May 19, 2025. (Filing)

• Americas Car Mart (CRMT): Chief Financial Officer Vickie Judy resigns effective May 12, 2025. (Filing)

• Cannae Holdings (CNNE): Chief Executive Officer William P. Foley resigns effective May 12, 2025. (Filing)

• Callan JMB (CJMB): terminated Chief Financial Officer Jeffrey A. Appleman effective May 13, 2025. (Filing)

• Carlisle Companies (CSL): General Counsel Scott C. Selbach resigns effective May 16, 2025. (Filing)

• CarMax (KMX): Chief Growth and Strategy Officer James Lyski resigns effective June 8, 2025. (Filing)

• Comerica (CMA): Chief Risk Officer Brian S. Goldman resigns effective May 23, 2025. (Filing)

• CommScope (COMM): Chief Legal Officer Justin Choi resigns effective May 14, 2025. (Filing)

• Diodes (DIOD): Chief Executive Officer Keh-Shew Lu resigns effective May 13, 2025. (Filing) 

• Meritage Homes (MTH): Terminates Chief Operating Officer Clint Szubinski effective May 16, 2025. (Filing)

• Horizon Technology Finance (HRZN): Chief Executive Officer Robert D. Pomeroy, Jr. retires effective June 5, 2025. (Filing)

• Ispire Technology (ISPR): Chief Financial Officer James Patrick McCormick resigns effective May 13, 2025. (Filing)

• Luminar Technologies (LAZR): President and Chief Executive Officer Austin Russell resigns effective May 14, 2025. (Filing)

• Sensata Technologies (ST): Chief Financial Officer Brian Roberts resigns effective May 15, 2025. (Filing)

• Shuttle Pharmaceuticals (SHPH): Chief Scientific Offer Dr. Anatoly Dritschilo resigns effective May 9, 2025. (Filing)

• Unitedhealth Group (UNH): Chief Executive Officer Andrew Witty resigns effective May 12, 2025. (Filing)

• United Security Bancshares (UBFO): Chief Operating Officer David Eytcheson retires effective May 9, 2025. (Filing)

• Vaxart (VXRT):  Chief Financial Officer Phillip Lee resigns effective May 19, 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.