The Special Situation Report #185: October 26 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): The auction has slowed amid unsatisfactory bids from private equity suitors. (Axios)

• Grindr (GRND): James Lu and Raymond Zage submitted a non-binding proposal to Grindr, proposing to acquire all of the outstanding shares for $18 per share. (13D Filing)

• United Homes (UHG): The special committee of independent directors concluded its review of strategic alternatives and decided to continue as an independent, public company. (Press Release)

• Warner Bros. Discovery (WBD): The Board initiated a review of strategic alternatives to maximize shareholder value, in light of unsolicited interest the company has received from multiple parties for both the entire company and Warner Bros. (Press Release)

Rumors

No new rumors last week.

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Update on Shareholder Activism

• Cognex (CGNX): Engaged Capital announced that it has built a stake in Cognex. (Press Release)

• The Cooper Companies (COO): Activist investor Jana Partners built a stake in Cooper and plans to push for strategic alternatives, including a potential deal to combine its contact-lens unit with rival Bausch + Lomb (BLCO). (WSJ)

• Fluor (FLR): Starboard Value has taken a nearly 5% stake in Fluor and thinks it should explore options for its 40% stake in NuScale Power (SMR), including a potential sale. (WSJ)

• Kenvue (KVUE): Starboard Value CEO Jeff Smith said in an interview with CNBC that there is a search underway for a new CEO for Kenvue. (CNBC)

• Lifeway Foods (LWAY): Edward Smolyansky delivered a notice to Lifeway Foods of his intent to nominate George Sent for election to the board, and a proposal for a new committee of the Board that consists of two or more independent directors. (13D Filing)

• LKQ Corporation (LKQ): Ananym Capital is urging auto-parts supplier LKQ to exit its European business to focus more squarely on its North American business. (Reuters)

• Quipt Home Medical (QIPT): Lakeview Opportunity Fund believes a full and transparent strategic review process, focused on a sale, will result in a transaction at a meaningful premium to the $3.10 per share proposal from Forager. (Press Release)

• Six Flags Entertainment (FUN): JANA Partners has partnered with Travis Kelce, Glenn Murphy, and Dave Habiger to invest in Six Flags. The Group collectively owns a stake of about 9%. (Press Release)

• STAAR Surgical (STAA): Broadwood Partners announced it intends to call a Special Meeting of STAAR shareholders for the purpose of removing several directors. (Press Release)

• STAAR Surgical (STAA): Yunqi Capital opposed the company’s decision to adjourn STAAR’s Special Meeting to vote on the proposed sale to Alcon. (Press Release)

• TripAdvisor (TRIP): Starboard Value believes that TripAdvisor should explore a sale of its restaurant review business, TheFork, or sell itself altogether. (Bloomberg)

• WEX (WEX): Impactive Capital showed its disappointment in the Board’s failure to work with Impactive to add a stockholder representative to the Board. (13D Filing)

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Update on Other Special Situations

• Baker Hughes (BKR): Ananym Capital suggests Baker Hughes spin out its oil services equipment business, arguing such a step could help push the stock price up by at least 60%. (Reuters)

• Comcast (CMCSA): Comcast is reportedly evaluating the studio and streaming assets of Warner Bros. Discovery (WBD), which has begun exploring strategic alternatives following multiple unsolicited offers. (Reuters)

• Comcast (CMCSA): Versant Media Group raised $2 billion in leveraged financing to fund a payment to parent Comcast tied to the cable-channel operator’s spinoff from the owner of NBC and Universal. (Bloomberg)

• Honeywell (HON): Honeywell announced updated business segments ahead of the Aerospace Technologies spin-off (H2 2026) and Solstice Advanced Materials separation (Oct 30, 2025). Post-spin-off, reporting segments will be Building Automation, Industrial Automation, and Process Automation & Technology. (Press Release)

• Unilever (UL): Unilever CFO Srinivas Phatak said the company’s ice cream spin-off could take place in early December if The Magnum Ice Cream Company listing gains automatic SEC approval after its prospectus is published next month. The U.S. government shutdown delayed the demerger, but a new SEC rule could allow automatic effectiveness if the shutdown continues. (Reuters)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Financial Services

• Middlefield Banc (MBCN) / Farmers National (FMNB) - $299 mn, Q1 2026 (Press Release)

• MidWestOne Financial (MOFG) / Nicolet Bankshares (NIC) - $864 mn, H1 2026 (Press Release, Merger Agreement)

Healthcare

• Adverum Biotechnologies (ADVM) / Eli Lilly (LLY) - $117.12 mn, Q4 2025 (Press Release, Merger Agreement)

• Avadel Pharmaceuticals (AVDL) / Alkermes (ALKS) - $2.1 bn, Q1 2026 (Press Release, Merger Agreement)

• Hologic (HOLX) / Blackstone (BX) and TPG (TPG) - $18.3 bn, H1 2026 (Press Release, Merger Agreement)

Real Estate

• Plymouth Industrial REIT (PLYM) / Makarora and Ares (ARES) - $2.1 bn, Early 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. 

• Baxter International (BAX): Chief Operating Officer Heather Knight resigns effective as of October 29, 2025. (Filing)

• Cartesian Therapeutics (RNAC): Terminates Chief Scientific Officer Christopher Jewell effective November 14, 2025. (Filing)

• Grand Canyon Education (LOPE): Chief Information Officer Kathy J. Claypatch resigns effective October 20, 2025. (Filing)

• Pliant Therapeutics (PLRX): Chief Business Officer Hans Hull resigns effective October 20, 2025. (Filing)

• Science Applications International (SAIC): Chief Executive Officer Toni Townes-Whitley resigns effective October 23, 2025. (Filing)

• Sun Country Airlines (SNCY): Chief Revenue Officer Grant Whitney resigns effective October 20, 2025. (Filing)

• Teladoc Health (TDOC): Chief Financial Officer Mala Murthy resigns effective November 21, 2025. (Filing)

• Vertex (VERX): Chief Executive Officer, President David DeStefano retires effective November 10, 2025. (Filing)

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