The Special Situation Report #167: 6/22 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
Sonim (SONM): Received an unsolicited indication of interest from DOOGEE on June 9 to acquire all outstanding shares of Sonim for $3.60 per share in cash. (Press Release)
Surgery Partners (SGRY): Surgery Partners rejects Bain Capital's takeover proposal. The company plans an Investor Day in H2 2025 to outline its strategy, industry outlook, and growth initiatives. (Press Release)
Rumors
Orion Properties (ONL): Orion Properties announced it has received an unsolicited proposal from Kawa Capital Management to acquire all remaining shares it does not already own at $2.50 per share. (Press Release)
GMS (GMS): QXO (QXO) sent a proposal to the President and CEO of GMS (GMS) to acquire all outstanding shares of GMS for $95.20 per share in cash. The proposal implies a total transaction value of approximately $5 billion. The Home Depot also stepped in with an offer according to WSJ. (Press Release, WSJ)
Update on Shareholder Activism
Victoria’s Secret (VSCO): Activist investor Barington Capital Group has built a stake in Victoria’s Secret and believes the lingerie retailer hasn’t lived up to its full potential. (WSJ)
Update on Other Special Situations
Unilever (UL): Reuters reported that Unilever named Peter ter Kulve as its preferred candidate to lead its soon-to-be-listed ice cream division, The Magnum Ice Cream Company (TMICC). Despite past criticism from Ben & Jerry’s board, ter Kulve is expected to receive TMICC board approval next month, ahead of the planned Amsterdam listing later this year. (Reuters)
Liberty Broadband (LBRDA): Liberty Broadband will spin off its subsidiary GCI Liberty on July 14, 2025, distributing 0.20 shares of GCI Liberty stock for each corresponding Liberty Broadband share held as of the June 30 record date. GCI Liberty will become an independent public company, with its shares expected to begin trading on July 15. Press Release
Warner Bros. Discovery (WBD): Warner Bros. Discovery bondholders approved the company’s split into two public entities, streaming/studios and cable, while backing a new capital structure, despite concerns over debt allocation to the legacy cable unit. (Reuters)
Honeywell (HON): At the 2025 Paris Air Show, Honeywell outlined its plan to spin off its aerospace division by late 2026, highlighting strong global demand, defense growth, and over $1B in supply chain and R&D investments to double aerospace revenue by the 2030s. (Investor Presentation)
VivoPower (VVPR): VivoPower plans to spin off Caret Digital via a direct NASDAQ IPO targeting a $308M valuation, with ongoing talks for up to $50M in pre-IPO investment from Middle East and Asian investors; VVPR shareholders will receive five Caret shares per share held. (Press Release)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Healthcare
Sage Therapeutics (SAGE) / Supernus Pharmaceuticals (SUPN) - $561 mn, Q3 2025 (Press Release, Merger Agreement)
Verve Therapeutics (VERV) / Eli Lilly and Company (LLY) - $1 bn, Q3 2025 (Press Release, Merger Agreement)
Technology
Cantaloupe (CTLP) / 365 Retail Markets - $848 mn, H2 2025 (Press Release, Merger Agreement)
Industrials
Emeren Group (SOL) / Shurya Vitra - $159.5 mn, Q3 2025 (Press Release, Merger Agreement)
Financials
Guild Holdings (GHLD) / Bayview Asset Management - $1.3 bn, Q4 2025 (Press Release, Merger Agreement)
Information Technology
Couchbase (BASE) / Haveli Investments - $1.5 bn, H2 2025. (Press Release, Merger Agreement)
Sudden Departures
“Sudden Departures” highlights executive exits announced with short notice, where the executive is expected to leave within 30 days.
American Woodmark (AMWD): Chief Financial Officer Paul Joachimczyk resigns effective June 27, 2025. (Filing)
Applied Dna Sciences (APDN): Chief Executive Officer James A. Hayward resigns effective June 18, 2025. (Filing)
Ballard Power Systems (BLDP): President and CEO Randy MacEwen resigns effective July 7, 2025. (Filing)
Cardiff Oncology (CRDF): Chief Medical Officer Fairooz Kabbinavar resigns effective June 16, 2025. (Filing)
Expro Group (XPRO): Chief Financial Officer Quinn Fanning resigns effective June 30, 2025. (Filing)
Fastly (FSLY): Chief Executive Officer Todd Nightingale resigns effective June 16, 2025. (Filing)
FrontView REIT (FVR): terminates Co-Chief Executive Officer, Co-President, Chief Financial Officer Randall Starr. (Filing)
Future FinTech (FTFT): Chief Operating Officer Peng Lei resigns effective on June 15, 2025. (Filing)
Postal Realty Trust (PSTL): Chief Financial Officer Robert B. Klein resigns effective June 18, 2025. (Filing).
Quantum Computing (QUBT): Chief Financial Officer Christopher Boehmler resigns effective June 19, 2025. (Filing)
Society Pass (SOPA): Chief Technology Officer Howie Ng Kar How resigns effective June 20, 2025. (Filing)
Wheels Up Experience (UP): Chief Commercial Officer David Harvey resigns effective June 19, 2025. (Filing)
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