The Special Situation Report #173: August 3 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

• CSX (CSX): Working with Goldman Sachs (GS), as the company explores options to participate in rail consolidation. (Bloomberg)

• Franklin Street Properties (FSP): Continues to work with financial advisor, BofA Securities, in connection with a review of strategic alternatives. (Press Release)

• Lifeway Foods (LWAY): Danone entered into a confidentiality agreement with Lifeway Foods to facilitate Danone's further review of a potential acquisition transaction. (13D Filing)

• Orion Properties (ONL): The Board concluded that the non-binding acquisition proposal of $2.75 per share in cash submitted by Kawa Capital is not in the best interests of Orion’s stockholders. (Press Release)

• TTEC Holdings (TTEC): CEO Kenneth Tuchman announced that he withdrew the non-binding proposal to acquire all of the outstanding shares of TTEC Holdings for $6.85 per share. (13D Filing)

Rumors

• CyberArk Software (CYBR): Palo Alto Networks (PANW) in talks to acquire the Israeli cybersecurity provider CyberArk Software. A definitive merger agreement was signed the next day after this rumor came out. (WSJ)

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Update on Shareholder Activism

• Comerica (CMA): HoldCo Asset Management urged the company to begin a sales process immediately. (Press Release)

• CSX (CSX): Activist investor Ancora Holdings Group is a “growing shareholder” in rail operator CSX. (CNBC)

• Viasat (VSAT): Carronade Capital Management, run by Dan Gropper, an alumnus of Elliott Management, is calling for the break-up of Viasat, a satellite broadband provider. (FT)

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Update on Other Special Situations

• Resideo Technologies (REZI): Resideo Technologies announced its intention to separate its ADI Global Distribution business through a tax-free spin-off. The separation is expected to be completed in the second half of 2026. (Press Release) 

• Intel (INTC): According to Bloomberg, Ericsson is in advanced talks to invest hundreds of millions in Intel’s planned spin-off of its networking and edge business, NEX. The deal would make Ericsson a minority stakeholder, with Intel also in discussions with other potential investors. (Bloomberg)

• Warner Bros. Discovery (WBD): Warner Bros. Discovery announced the names and CEOs of its two post-split companies, expected by mid-2026: Warner Bros., led by CEO David Zaslav, will include streaming and studio assets; Discovery Global, led by CFO Gunnar Wiedenfels, will house CNN, TNT Sports, Discovery+, and international networks. (Reuters)

• Topgolf Callaway Brands (MODG): Topgolf Callaway Brands announced on July 31, 2025, that Topgolf CEO Artie Starrs has resigned to join another company. He will remain with the company through September 2025. As a result, the planned spin-off or sale of Topgolf, originally expected in the second half of 2025, is now likely to be delayed until 2026, pending the appointment of a new CEO. (Press Release)

• TOP Ships (TOPS): TOP Ships announced that the expected distribution date for the common shares of Rubico is August 1, 2025. Rubico is expected to commence trading on the Nasdaq Capital Market on August 4, 2025, the first trading day after the date of distribution, under the ticker “RUBI”. (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Consumer Cyclical

• Smart Share (EM) / Mobile Charging Group - $327 mn, Q4 2025 (Press Release, Merger Agreement)

Healthcare

• DURECT (DRRX) / Bausch Health (BHC) - $63 mn, Q3 2025 (Press Release, Merger Agreement)

Industrials

• Chart Industries (GTLS) / Baker Hughes (BKR) - $13.6 bn, Mid-year 2026 (Press Release, Merger Agreement)

• Norfolk Southern (NSC) / Union Pacific (UNP) - $85 bn, Early 2027 (Press Release, Merger Agreement)

Technology

• CoreCard (CCRD) / Euronet Worldwide (EEFT) - $248 mn, Late 2025 (Press Release)

• CyberArk Software (CYBR) / Palo Alto Networks (PANW) - $25 bn, July 31, 2026 (Press Release)

• Performant Healthcare (PHLT) / Machinify - $670 mn, End of 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. 

• Aspire Biopharma (ASBP): Chief Executive Officer Michael Howe resigns effective July 24, 2025. (Filing)

• Compass (COMP): Chief Financial Officer Kalani Reelitz resigns effective August 22, 2025. (Filing)

• CPI Aerostructures (CVU): Chief Financial Officer Philip Passarello resigns effective July 22, 2025. (Filing)

• Danaher (DHR): General Counsel Brian W. Ellis resigns effective August 25, 2025. (Filing)

• International Money Express (IMXI): Chief Legal Officer Robert Pargac resigns effective July 25, 2025. (Filing)

• MSC Industrial Direct (MSM): Chief Financial Officer Kristen Actis-Grande resigns effective August 8, 2025. (Filing)

• Pitney Bowes (PBI): Chief Financial Officer Bob Gold resigns effective July 29, 2025. (Press Release)

• Tamboran Resources (TBN): Terminates Chief Executive Officer Joel Riddle effective July 27, 2025. (Filing)

• Zynex (ZYXI): Chief Financial Officer Dan Moorhead resigns effective August 29, 2025. (Filing)

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