The Special Situation Report #187: November 9 Roundup

Summary of the Week in Special Situations

Asif

Nov 09, 2025

Update on Developing M&A

BlackLine (BL): Several investors in accounting software provider BlackLine are pushing the company to explore a potential sale following reported takeover interest by SAP SE (SAP). (Bloomberg)
Papa John’s (PZZA): Apollo Global (APO) has withdrawn its offer to take pizza chain Papa John’s private at $64 a share. (Reuters)
Peraso (PRSO): Mobix Labs (MOBX) announced that it has entered into a mutual confidentiality agreement with Peraso to begin cooperative discussions toward a potential acquisition. (Press Release)
Warner Bros Discovery (WBD): Comcast (CMCSA) has retained financial advisors and gained access to financial information as it explores a bid for Warner Bros Discovery’s studio and streaming businesses. (Reuters)

Rumors

Cheer Holding (CHR): The Board received two non-binding proposals; one from Zhongsheng Dingxin Investment Fund for $0.56 per Class A Share, and the other from Excel Ally Ventures for $0.52 per Class A Share. (Press Release)
Kennedy-Wilson (KW): A consortium led by Kennedy-Wilson CEO William McMorrow and Fairfax Financial offered to acquire all of the outstanding shares of common stock of Kennedy-Wilson for $10.25 per share in cash. (Letter)
KNOT Offshore Partners (KNOP): The Board received an unsolicited non-binding proposal from Knutsen NYK Offshore Tankers AS to acquire all publicly held common units of KNOT Offshore in exchange for $10 in cash per common unit. (Press Release)
KORE Group (KORE): Searchlight Capital Partners, along with Abry Partners, submitted to the board an offer to acquire all of the outstanding shares of KORE Group, not owned by Searchlight or Abry, for cash consideration of $5 per share. (13D Filing)
Marvell Technology (MRVL): SoftBank Group explored a potential takeover of U.S. chipmaker Marvell Technology earlier this year. (Bloomberg)
OneStream (OS): Financial software maker OneStream is exploring strategic options, including a possible sale. (Reuters)
Whitestone REIT (WSR): MCB Real Estate proposed to acquire all of the outstanding shares of Whitestone REIT for $15.2 per share in cash. (Press Release)

Update on Shareholder Activism

Lifeway Foods (LWAY): The Board extended the expiration date of the Shareholder Rights Agreement by one year to October 29, 2026. Edward Smolyansky called on the company to immediately rescind the amendment extending the Rights Plan. (Press Release)
Rio Tinto (RIO): Activist fund Palliser Capital has intensified pressure on Rio Tinto to mount a “now or never” counterbid for Teck Resources (TECK), urging the mining giant to unify its dual-listed structure and spin off its base metals business to create a copper powerhouse. (Reuters)
Victoria’s Secret (VSCO): BBRC International is intensifying its pressure on the struggling lingerie retailer, seeking a shake-up of the board. (WSJ)

Update on Other Special Situations

Comcast (CMCSA): Comcast’s planned spin-off of select media brands and digital businesses announced that VERSANT will host its inaugural Investor Day on Thursday, December 4, 2025. (Press Release)'
DuPont (DD): DuPont has completed the spin-off of its electronics business into Qnity Electronics (Q), effective November 1, 2025. Qnity has now started regular-way trading on the NYSE. DuPont shareholders received 1 Qnity share for every 2 DD shares held as of Oct 22, with ~209M Qnity shares distributed. (Press Release)
Honeywell (HON): Honeywell named Jim Currier as President & CEO of the soon-to-be-spun-off Honeywell Aerospace, expected to become an independent public company in 2H 2026. Craig Arnold, former Eaton CEO, has been selected as Chairman of the new company’s board and joins Honeywell’s board effective immediately. (Press Release)
Unilever (UL): Unilever announced that it now expects to complete the spin-off of its Magnum Ice Cream business by December 6, following a delay caused by the U.S. government shutdown. (Reuters)

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Basic Materials

New Gold (NGD) / Coeur Mining (CDE) - $7 bn, H1 2026 (Press Release)

Consumer Cyclical

Denny’s (DENN) / TriArtisan, Treville, and Yadav Enterprises - $620 mn, Q1 2026 (Press Release)

Consumer Defensive

Kenvue (KVUE) / Kimberly-Clark (KMB) - $48.7 bn, H2 2026 (Press Release, Merger Agreement)

Energy

Civitas Resources (CIVI) / SM Energy Company (SM) - $8.4 bn, Q1 2026 (Press Release, Merger Agreement)

Financial Services

Brighthouse Financial (BHF) / Aquarian Capital - $4.1 bn, 2026 (Press Release, Merger Agreement)

Healthcare

Evoke Pharma (EVOK) / QOL Medical - $6.35 mn, End of 2025 (Press Release, Merger Agreement)

Industrials

Gulf Island Fabrication (GIFI) / IES Holdings (IESC) - $192 mn, Q1 2026 (Press Release)

Technology

Forge Global (FRGE) / Charles Schwab (SCHW) - $660 mn, H1 2026 (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.

Apogee Enterprises (APOG): Chief Executive Officer Ty R. Silberhorn resigns effective October 31, 2025. (Filing)
BWX Technologies (BWXT): General Counsel Ronald O. Whitford, Jr. resigns effective November 4, 2025. (Filing)
Carmax (KMX): Terminates President and Chief Executive Officer William D. Nash effective December 1, 2025. (Filing)
Exelixis (EXEL): General Counsel Jeffrey Hessekiel resigns effective November 7, 2025. (Filing)
Frontdoor (FTDR): Chief Financial Officer Jessica Ross resigns effective November 10, 2025. (Filing)
Hudson Technologies (HDSN): President and Chief Executive Officer Brian F. Coleman resigns effective November 3, 2025. (Filing)
Inspirato (ISPO): Chief Financial Officer Michael Arthur resigns effective November 3, 2025. (Filing)
MongoDB (MDB): Chief Executive Officer and President Dev Ittycheria resigns effective November 9, 2025. (Filing)
Prelude Therapeutics (PRLD): President and Chief Medical Officer Jane Huang resigns effective November 3, 2025. (Filing)
Rapid7 (RPD): Chief Financial Officer Tim Adams retires effective December 1, 2025. (Filing)
Regional Management (RM): President and Chief Executive Officer Robert W. Beck resigns effective November 10, 2025. (Filing)
Surrozen (SRZN): Chief Financial Officer Charles Williams resigns effective November 12, 2025. (Filing)
Wyndham Hotels & Resorts (WH): Chief Financial Officer Michele Allen resigns effective November 4, 2025. (Filing)

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