The Special Situation Report #180: September 21 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

Powered by InsideArbitrage.

---

Update on Developing M&A

• Brighthouse Financial (BHF): A consortium led by the insurer Aquarian Holdings is in advanced talks to pay $65 to $70 per share for Brighthouse Financial. (Bloomberg)

• Hologic (HOLX): Blackstone (BX) and TPG (TPG) have revived their interest in acquiring medical device maker Hologic. (Bloomberg)

• Lifeway Foods (LWAY): After entering into a confidentiality agreement with Lifeway Foods and commencing due diligence, Danone decided to no longer pursue an acquisition of Lifeway. (13D Filing)

• Peraso (PRSO): Mobix Labs (MOBX) announced its intention to commence a hostile exchange offer to acquire all outstanding shares of Peraso. (Press Release)

• Performance Food (PFGC): Entered into a clean team agreement with US Foods (USFD) that enables the companies to share information to evaluate regulatory considerations and the synergies related to a potential business combination. (Press Release)

• Warner Bros. Discovery (WBD): Paramount Skydance (PSKY) may offer $22 to $24 a share for Warner Bros. Discovery. (CNBC)

Rumors

• Nano Dimension (NNDM): The Board has initiated a process to explore and evaluate a comprehensive range of strategic alternatives to maximize shareholder value. (Press Release)

• Perma-Pipe International (PPIH): Evaluating a wide range of alternatives, including continued execution of the company’s business plan, a tax-efficient sale of one or more of the company’s divisions, or a sale of the entire company. (Press Release)

---

Update on Shareholder Activism

• Commercial Vehicle Group (CVGI): Lakeview Opportunity Fund urged the Board to look for opportunities for value creation, including through a review process that explores strategic alternatives, including a sale of the company. (13D Filing)

• Cracker Barrel Old Country Store (CBRL): Sardar Biglari and a number of his holding companies are contesting the re-election of Cracker Barrel Chief Executive Julie Felss Masino and director Gilbert Dávila to the company’s board. (WSJ)

• DallasNews (DALN): Gabelli Funds said that after Hearst increased the purchase price for the deal to $16.5 per share, it found the revised terms made the deal "more attractive and currently intend to vote in favor of the merger". (13D Filing)

• Denny's (DENN): JCP Investment Partnership acquired shares of the company because it believed they were undervalued and represented an attractive investment opportunity. (13D Filing)

• Harley-Davidson (HOG): The Board has appointed two new independent directors, Daniel Nova and Matt Reintjes, effective September 15, 2025. (Press Release)

• Workday (WDAY): Elliott Management announced it has built a stake of more than $2 billion in human resources software provider Workday, while voicing support for the company's leadership. (Press Release)

---

Update on Other Special Situations

• Genuine Parts (GPC): Genuine Parts, fresh off a settlement with activist investor Elliott Investment Management, is weighing a breakup that could separate its industrial parts and auto parts units, including a possible spinoff of the auto parts business. (Bloomberg)

• Aptiv (APTV): Aptiv announced plans in January to spin off its electrical distribution systems business, is now exploring a sale for the unit valued at around $5 billion, with potential interest from strategic and private equity buyers. (Bloomberg)

• FedEx (FDX): FedEx announced its planned spin-off of FedEx Freight is progressing and remains on track for a tax-efficient separation by June 2026. After the split, FedEx Freight will trade on the NYSE under the ticker “FDXF.” (Press Release)

• Continental AG (CTTAY): AUMOVIO SE (formerly Continental’s Automotive group) debuted as an independent company on the Frankfurt Stock Exchange, opening at €35.00 for a market cap of €3.5 billion. (Press Release)

• Comcast (CMCSA): Comcast’s cable network spin-off Versant is preparing for a Nasdaq listing under the ticker “VSNT”. (CNBC)

• DuPont (DD): DuPont projected 2025 net sales of about $6.87 billion, updating its outlook to exclude the upcoming November 1 spin-off of Qnity Electronics and the divestiture of its Aramids business, which will be reported as discontinued operations starting Q3. (Reuters)

• Sony Group (SONY): Sony set the final distribution ratio at 0.206 for the October 1 spin-off of its wholly owned unit Sony Financial Group Inc., to be executed as a dividend in kind for Japanese tax purposes. (Press Release)

• Honeywell (HON): Honeywell’s spin-off Solstice Advanced Materials launched a $1 billion private senior notes offering due 2033 to help fund its Q4 2025 separation. Solstice will also arrange a term B loan, revolving credit facility, and letter-of-credit lines to pay a distribution to Honeywell and cover deal costs. Proceeds will stay in escrow until the spin-off closes; if it doesn’t by March 31, 2026, the notes will be redeemed at par plus interest. (Press Release)

• Vivani Medical (VANI): Vivani Medical announced that its board has set October 8, 2025 as the record date for the planned spin-off of its subsidiary Cortigent. Shareholders of Vivani common stock as of the record date will receive shares of Cortigent, which intends to list on Nasdaq under the ticker “CRGT”, pending regulatory approvals. The distribution date and share ratio will be disclosed later. (Press Release)

• Unilever (UL): Ben & Jerry’s co-founder Jerry Greenfield resigned, claiming that Unilever and its Magnum brand have stifled the ice-cream maker’s independent voice. (Reuters)

---

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Consumer Defensive

• Vasta Platform (VSTA) / Cogna Educação - $3.3 bn, end of October (Press Release)

Energy

• Berry (BRY) / California Resources (CRC) - $717 mn, Q1 2026 (Press Release, Merger Agreement)

Healthcare

• 89bio (ETNB) / Roche - $2.4 bn, Q4 2025 (Press Release, Merger Agreement)

Real Estate

• Paramount Group (PGRE) / Rithm Capital (RITM) - $4.58 bn, Q4 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. 

• Arrow Electronics (ARW): President and Chief Executive Officer Sean Kerins resigns effective September 16, 2025. (Filing)

• Anterix (ATEX): Chief Financial Officer Timothy A. Gray resigns effective September 19, 2025. (Filing)

• Calidi Biotherapeutics (CLDI): Chief Legal Officer Wendy Pizarro Campbell resigns effective October 17, 2025. (Filing)

• CCC Intelligent Solutions (CCCS): Chief Product and Technology Officer John Goodson resigns effective October 10, 2025. (Filing)

• Charles River Laboratories International (CRL): Chief Financial Officer Flavia H. Pease resigns effective September 29, 2025. (Filing)

• HighPeak Energy (HPK): Chief Executive Officer Jack Hightower resigns effective September 15, 2025. (Filing)

• Insulet (PODD): Chief Financial Officer Ana M. Chadwick resigns effective September 30, 2025. (Filing)

• Janux Therapeutics (JANX): Chief Strategy Officer Byron Robinson resigns effective September 18, 2025. (Filing)

• Marchex (MCHX): Chief Executive Officer Edwin A. Miller resigns effective September 11, 2025. (Filing)

• Mitek Systems (MITK): Chief Product Officer Christopher Briggs resigns effective September 19, 2025. (Filing)

• Rayonier Advanced Materials (RYAM): Chief Accounting Officer Gabriela Garcia resigns effective October 10, 2025. (Filing)

• Ring Energy (REI): Chief Financial Officer Travis T. Thomas resigns effective September 12, 2025. (Filing)

• Rhinebeck Bancorp (RBKB): President and Chief Executive Officer Michael J. Quinn resigns effective October 20, 2025. (Filing)

If you enjoyed reading this Report, please do me the huge favor of pressing the “Like” button or sharing it with other investors interested in special situations.

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.