The Special Situation Report #176: August 24 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

• Forward Air (FWRD): Second-round bids for Forward Air will be collected in early September. (Axios)

• Peraso (PRSO): Board and advisors have been engaging with potential counterparties and funding sources as part of a strategic review. (Press Release)

Rumors

• LakeShore Biopharma (LSB): The Board received a preliminary non-binding proposal letter from Oceanpine Investment Fund II LP and Oceanpine Capital Inc. to acquire all of the outstanding ordinary shares of LakeShore in an all-cash transaction for $0.86 per ordinary share. (Press Release)

• Plymouth Industrial REIT (PLYM): Sixth Street Partners submitted a non-binding proposal to the board of Plymouth, offering to acquire all of the outstanding common stock for a price per share equal to $24.10. (13D Filing)

• Vital Energy (VTLE): Crescent Energy (CRGY) is in advanced talks to acquire smaller peer Vital Energy, in a deal that would give the energy producer an extensive position in the Permian Basin. (Reuters)

• Waldencast (WALD): The Board resolved to undertake a review of a broad range of strategic alternatives focused on maximizing shareholder value. (Press Release)

• Yext (YEXT): CEO Michael Walrath has submitted a proposal to acquire all outstanding shares of the company not already owned by him for $9 per share in cash. (Press Release)

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Update on Shareholder Activism

• Barnwell Industries (BRN): The Sherwood Group said that, based on Barnwell’s dire financial results and its auditors’ “going concern” warning, it is clear the company is on very shaky ground. (Press Release)

• Bausch + Lomb (BLCO): Brett Icahn and Gary Hu have resigned from its board of directors after the termination of the agreement with billionaire investor Carl Icahn and some of his affiliates. We discussed John Paulson’s private transaction purchase of Bausch Health from Carl Icahn in an Insider Weekends article last week. (Press Release)

• CSX (CSX): Activist investor Ancora Holdings told railroad operator CSX it should pursue a deal with a rival or replace its chief executive if it doesn’t. (Press Release)

• CSX (CSX): Hedge fund Toms Capital Investment Management has requested a meeting with the CSX board after recently acquiring a stake, fueling speculation that the firm may push for a potential merger. (Reuters)

• Keros Therapeutics (KROS): ADAR1 Capital expressed its disappointment with the Board's refusal to engage with ADAR1 on the company's strategy, capital allocation priorities, and Board refreshment. (Press Release)

• Medtronic (MDT): Is making changes to its board after Elliott Investment Management became one of its largest shareholders. (WSJ)

• Whitestone REIT (WSR): Emmett Investment Management is gearing up for a possible boardroom fight at Whitestone REIT and may nominate directors to the shopping center operator's six-person board. (Reuters)

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Update on Other Special Situations

• Comcast (CMCSA): MSNBC will rebrand as MS Now (My Source News Opinion World) later this year, unveiling a new logo as it prepares to spin off from NBCUniversal. Parent company Comcast is forming Versant, a separate publicly traded entity that will house MSNBC, CNBC, USA Network, Oxygen, E!, SYFY, and the Golf Channel. (WSJ)

• Alibaba (BABA): Alibaba announced that its autonomous-driving software unit, Banma Network Technology, plans a separate listing on the Hong Kong Stock Exchange. The spinoff would reduce Alibaba’s stake from 44.72% to around 30%. The deal still requires approval from China’s securities regulator, and no timeline or valuation was disclosed. (Reuters)

• Honeywell (HON): Honeywell filed a Form 10 with the SEC for the planned Q4 2025 spin-off of Solstice Advanced Materials. An Investor Day is set for October 8, 2025. The future board will include Dr. Rajeev Gautam (Independent Chair, former Honeywell PMT CEO) and David Sewell (Solstice CEO) among 10 directors. (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Communication Services

• TEGNA (TGNA) / Nexstar Media (NXST) - $6.2 bn, H2 2026 (Press Release, Merger Agreement)

Consumer Cyclical

• Guess (GES) / Authentic Brands Group - $1.4 bn, January 2026 (Press Release, Merger Agreement)

• Soho House (SHCO) / MCR - $2.7 bn, End of 2025 (Press Release, Merger Agreement)

Healthcare

• Mural Oncology (MURA) / XOMA Royalty (XOMA) - $36.2 mn, End of 2025 (Press Release, Merger Agreement)

Technology

• Dayforce (DAY) / Thoma Bravo - $12.3 bn, Early 2026 (Press Release, Merger Agreement)

Utilities

• Northwestern Energy (NWE) / Black Hills (BKH) - $6.96 bn, 12 to 15 months (Press Release)

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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. 

• Hertz Global (HTZ): Chief Human Resources Officer Eric Leef resigns effective September 5, 2025. (Filing)

• Howmet Aerospace (HWM): Chief Legal and Compliance Officer Lola F. Lin resigns effective September 5, 2025. (Filing)

• Myriad Genetics (MYGN): Chief Financial Officer Scott J. Leffler resigns effective August 15, 2025. (Filing)

• Noble Corporation (NE): Chief Accounting Officer Jennifer Yeung resigns effective September 19, 2025. (Filing)

• Palo Alto Networks (PANW): Founder and Chief Technology Officer Nir Zuk resigns effective August 18, 2025. (Filing)

• Quantum (QMCO): Chief Financial Officer Lewis W. Moorehead resigns effective August 18, 2025. (Filing)

• Soho House & Co (SHCO): Chief Financial Officer Thomas Allen resigns effective August 18, 2025. (Filing)

• TD SYNNEX (SNX): Chief Business Officer Simon Leung retires effective September 1, 2025. (Filing)

• Victoria’s Secret & Co. (VSCO): Eliminated the Chief Operating Officer role, leading to the departure of COO Dein Boyle effective August 19, 2025. (Filing)

• VisionWave (VWAV): Chief Operating Officer Yossi Attia resigns effective August 20, 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.