The Special Situation Report #184: October 19 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

• Brighthouse Financial (BHF): Is in talks to be bought by Sixth Street after negotiations with Aquarian Holdings cooled last month. (Reuters)

• Clear Channel Outdoor (CCO): Mubadala Capital is exploring an acquisition of Clear Channel Outdoor. (Bloomberg)

• Hologic (HOLX): Blackstone (BX) and TPG (TPG) are in advanced negotiations to acquire Hologic in a deal that could value the medical device maker at more than $17 billion, including debt. (Bloomberg)

• Papa John’s International (PZZA): Apollo Global Management (APO) submitted a fresh bid within the last week to take pizza chain Papa John’s International private at $64 per share. (Reuters)

• Warner Bros. Discovery (WBD): Has rebuffed Paramount Skydance’s (PSKY) initial takeover approach for being too low. (Bloomberg)

Rumors

• Grindr (GRND): Insiders at Grindr are discussing taking the company private. (Semafor)

• Kezar Life Sciences (KZR): Initiated process to explore a full range of strategic alternatives focused on maximizing shareholder value. (Press Release)

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Update on Shareholder Activism

• Artelo Biosciences (ARTL): Daniel Stuart Farb agreed with the company to withdraw his nomination of director candidates for election to the Board at the 2025 annual meeting. (13D Filing)

• Bill.com Holdings (BILL): Starboard Value agreed with the company regarding the composition of its Board. (13D Filing)

• Eastern Bankshares (EBC): HoldCo Asset Management has built a sizable position in Eastern Bankshares and wants the Boston financial institution to put itself up for sale. (Reuters)

• Gyrodyne (GYRO): Agreed with Star Equity Fund for it to withdraw its slate of nominees for election at the 2025 annual shareholders meeting, and Gyrodyne will reduce the size of its board from five to four directors, freeze director compensation, and limit the aggregate fee paid to the Chairman to $65,000. (Press Release)

• Keurig Dr Pepper (KDP): Starboard Value has built a stake in Keurig Dr Pepper in the wake of its poorly received plan to acquire European coffee maker JDE Peet’s for €15.7 billion, which pummeled the beverage group’s shares. (FT)

• NovaBay Pharmaceuticals (NBY): Framework Ventures Management announced that it intends to work with the company to pursue strategic opportunities to drive value for the stockholders. (13D Filing)

• Novavax (NVAX): Shah Capital Management sent a letter to the board urging the company to undertake a formal strategic review, including an evaluation of a potential sale. (13D Filing)

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Update on Other Special Situations

• Comcast (CMCSA): Bloomberg reported that Banks led by Morgan Stanley have launched a $750 million leveraged loan to support Comcast Corp.’s planned spinoff of its cable-TV networks. The proceeds will be used by the new entity, Versant Media Group Inc., to make a distribution to Comcast and fund general corporate purposes, according to a source familiar with the matter. A lender call is scheduled for Friday, with commitments due by October 24. (Bloomberg)

• DuPont (DD): DuPont announced that its board has approved the separation of its Electronics business, Qnity Electronics, with the spinoff set to occur on November 1, 2025. Shareholders of record as of October 22, 2025, will receive one Qnity share for every two DuPont shares held, with cash paid in lieu of fractional shares. (Press Release)

• Honeywell (HON): Honeywell announced that its Board has approved the planned spin-off of Solstice Advanced Materials, set to be completed on October 30, 2025. Shareholders of record as of October 17, 2025, will receive one share of Solstice (SOLS) for every four Honeywell shares held. Solstice will begin “when-issued” trading on October 20 under the ticker SOLSV and “regular-way” trading on October 30 under SOLS. (Press Release)

• Johnson & Johnson (JNJ): Johnson & Johnson announced the company’s intent to separate its orthopedics business within 18 to 24 months. The standalone orthopedics business would operate as DePuy Synthes. Namal Nawana appointed to serve as Worldwide President of DePuy Synthes. (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Communication Services

• TrueCar (TRUE) / Fair Holdings - $227 mn, Early 2026 (Press Release, Merger Agreement)

Consumer Defensive

• Bright Scholar Education (BEDU) / Excellence Education - $243.83 mn, 2025 (Press Release, Merger Agreement)

Healthcare

• Astria Therapeutics (ATXS) / BioCryst Pharmaceuticals (BCRX) - $700 mn, Q1 2026 (Press Release, Merger Agreement)

Industrials

• Hillenbrand (HI) / Lone Star Funds - $3.8 bn, Q1 2026 (Press Release, Merger Agreement)

Real Estate

• PotlatchDeltic Corporation (PCH) / Rayonier (RYN) - $4.44 bn, Q2 2026 (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. 

• Atossa Therapeutics (ATOS): Chief Financial Officer Heather Rees resigns effective October 14, 2025. (Filing)

• Capital Bancorp (CBNK): Chief Financial Officer Dominic C. Canuso resigns effective October 27, 2025. (Filing)

• European Wax Center (EWCZ): Chief Administrative Officer and General Counsel Gavin M. O’Connor resigns effective November 7, 2025. (Filing)

• Forward Air (FWRD): Chief Information Officer Joseph M. Tomasello resigns effective October 13, 2025. (Filing)

• Geron (GERN): Chief Operating Officer Andrew J. Grethlein and Chief Commercial Officer Jim Ziegler resign effective October 15, 2025. (Filing)

• Kemper (KMPR): Chief Executive Officer Joseph P. Lacher, Jr. resigns effective October 14, 2025. (Filing)

• Murphy USA (MUSA): Chief Financial Officer resigns effective October 14, 2025. (Filing)

• Nature’s Sunshine Products (NATR): Chief Executive Officer Terrence O. Moorehead resigns effective October 29, 2025. (Filing)

• Semler Scientific (SMLR): Chief Financial Officer Renae Cormier resigns effective October 30, 2025. (Filing)

• Southside Bancshares (SBSI): Chief Operating Officer Brian K. McCabe resigns effective November 14, 2025. (Filing)

• Vertiv (VRT): Chief Financial Officer David Fallon retires effective November 10, 2025. (Filing)

• Zebra Technologies (ZBRA): Chief Product & Solutions Officer Joseph R. White resigns effective November 7, 2025. (Filing)

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