The Special Situation Report #165: 6/8 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

• ConnectM (CNTM): Optimax Solutions, on behalf of SriSid, Arumilli, and Win-Light, announced that, in light of ConnectM’s recent delays in filing its Form 10-K and Form 10-Q reports, the Buyout Group has decided to pause their buyout proposal and place further acquisition discussions on hold. (Press Release)

• Quipt (QIPT): Forager contends that Quipt’s claim of an “unsolicited” offer is misleading, citing a May 15 email from the Board Chair as a good-faith invitation to engage. (Press Release)

• VivoPower International (VVPR): Energi Holdings has completed the second phase of due diligence in connection with the Tembo proportional acquisition at a total enterprise value of $200 million. (Press Release)

Rumors

• MoonLake Immunotherapeutics (MLTX): Merck (MRK) had held talks about a more than $3 billion acquisition of Swiss biotechnology group MoonLake. (FT)

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Update on Shareholder Activism

• Clarus Corporation (CLAR): Approved Warren Kanders’ request to increase his ownership to 32.9%, with termination if it falls below 9.9%. (13D Filing)

• Forward Air (FWRD): Ancora Holdings announced that Glass Lewis has joined ISS in recommending that Forward Air shareholders vote AGAINST the re-election of three members of the Board at the 2025 Annual Meeting of Shareholders: George Mayes, Javier Polit, and Laurie Tucker. (Press Release)

• Forward Air (FWRD): Lakeview Investment Group & Trading Company announced its plans to withhold support for three incumbents at the company’s 2025 annual meeting: Chairman George Mayes, Directors Javier Polit and Laurie Tucker. (Press Release)

• Gyrodyne (GYRO): Star Equity Fund nominated a slate of director candidates, including Hannah Bible and Matthew Sullivan, for election to the Board at Gyrodyne's 2025 annual meeting of shareholders. (13D Filing)

• Lantronix (LTRX): Chain of Lakes Investment Fund plans to nominate directors to pursue a sale it estimates could yield $6 per share, citing Board inaction and undervaluation. (13D Filing)

• Lifeway Foods (LWAY): Edward and Ludmila Smolyansky raised concerns over the company’s Q1 2025 results, citing weak operational performance masked by a one-time investment gain. (Press Release)

• PENN Entertainment (PENN): HG Vora announced that Institutional Shareholder Services (ISS) has recommended that shareholders of PENN Entertainment cast their votes “FOR” the election of all three independent director candidates nominated by HG Vora – William Clifford, Johnny Hartnett, and Carlos Ruisanchez – to the company’s Board at PENN’s 2025 Annual Meeting. (Press Release)

• Satellogic (SATL): Hannover Holdings has relinquished its Board nomination at Satellogic, and although its nominee, Miguel Gutierrez, remains a director, this is no longer due to the now-terminated agreement. (13D Filing)

• Sonim (SONM): AJP and Orbic have agreed to drop their lawsuit in Delaware against Sonim. (13D Filing)

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Update on Other Special Situations

• TOP Ships (TOPS): TOP Ships plans to spin off two Suezmax tankers—M/T Eco Malibu and M/T Eco West Coast—into a new publicly traded company, Rubico Inc., which will list on the Nasdaq Capital Market. TOPS will distribute 100% of Rubico shares to its shareholders and warrant holders of record as of June 16, 2025, with the distribution expected around June 30, 2025. (Press Release)

• Holcim (HCMLY): Holcim has secured key approvals to complete the 100% spin-off of its North American business, Amrize, via a 1:1 share distribution to Holcim shareholders. Amrize is set to begin trading on June 23, 2025, on both the NYSE and SIX under the ticker “AMRZ.” (Press Release)

• Fortive (FTV): Fortive announced it will host a live Investor Day webcast on Tuesday, June 10, 2025, in New York, featuring presentations from both Fortive and Ralliant Corporation, ahead of Ralliant’s planned spin-off on June 28, 2025. (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Basic Materials

• Sitio Royalties (STR) / Viper Energy (VNOM) - $4.1 bn, Q3 2025 (Press Release, Merger Agreement)

Financial Services

• Provident Bancorp (PVBC) / NB Bancorp (NBBK) - $211.8 mn, Q4 2025 (Press Release, Merger Agreement)

Healthcare

• Blueprint Medicines (BPMC) / Sanofi (SNY) - $9.1 bn, Q3 2025 (Press Release, Merger Agreement)

Industrials

• Chart Industries (GTLS) / Flowserve (FLS) - $10.71 bn, Q4 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. 

• BJ’s Restaurant (BJRI): Chief Financial Officer Thomas A. Houdek resigns effective June 20, 2025. (Filing)

• Centrus Energy (LEU): General Counsel and Chief Compliance Officer Shahram Ghasemian resigns effective June 29, 2025. (Filing)

• enGene (ENGN): Chief Medical Officer Raj S. Pruthi resigns effective June 16, 2025. (Filing)

• Five Below (FIVE): Chief Financial Officer Kristy Chipman resigns, effective June 6, 2025. (Filing)

• Glen Burnie (GLBZ): Chief Financial Officer Jeffrey D. Harris retires effective June 30, 2025. (Filing)

• iHeartMedia (IHRT): Principal Accounting Officer Scott Hamilton resigns effective June 2, 2025. (Filing)

• InspireMD (NSPR): Chief Financial Officer Craig Shore resigns effective June 30, 2025. (Filing)

• KBR (KBR): Chief Accounting Officer Alison Vasquez resigns effective June 18, 2025. (Filing)

• Lifeward (LFWD): Chief Financial Officer Michael Lawless resigns effective June 27, 2025. (Filing)

• Mawson Infrastructure (MIGI): President and Chief Executive Officer Rahul Mewawalla resigns effective June 14, 2025. (Filing)

• Outset Medical (OM): Chief Financial Officer Nabeel Ahmed resigns effective June 3, 2025. (Filing)

• reAlpha Tech (AIRE): Chief Executive Officer Giri Devanur resigns effective June 3, 2025. (Filing)

• Shift4 Payments (FOUR): Chief Executive Officer Jared Isaacman resigns effective June 5, 2025. (Filing)

• Skillsoft (SKIL): Chief Accounting Officer Jose Torres resigns effective June 2, 2025. (Filing)

• Toast (TOST): Chief Accounting Officer Gail Miller resigns effective June 13, 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.