The Special Situation Report #188: November 16 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

• Calavo Growers (CVGW): It is evaluating all strategic alternatives. (Press Release)

• Clearwater Analytics Holdings (CWAN): Warburg Pincus and Permira are in talks to acquire investment and accounting software maker Clearwater Analytics. (Bloomberg)

• Janus Henderson (JHG): Special committee retained Goldman Sachs as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal counsel. (Press Release)

• Priority Technology (PRTH): The Board formed a special committee of independent and disinterested directors to evaluate the preliminary, non-binding proposal by CEO Thomas Priore. (Press Release)

• Warner Bros. Discovery (WBD): Paramount (PSKY), Comcast (CMCSA), and Netflix (NFLX) are preparing bids for Warner Bros. Discovery. (WSJ)

Rumors

• Bill Holdings (BILL): Is exploring options, including a potential sale. (Bloomberg)

• C3.ai (AI): Is exploring a potential sale, among other options. (Reuters)

• Centerspace (CSR): Earlier this fall, the Board initiated a review of the company’s strategic alternatives. (Press Release)

• Clearwater Analytics Holdings (CWAN): Considering a potential sale after receiving takeover interest. (Bloomberg)

• Neuphoria Therapeutics (NEUP): Initiated a review of strategic alternatives to maximize stockholder value. (Press Release)

• Priority Technology (PRTH): CEO Thomas Priore proposed to acquire the remaining shares of the company for $6 to $6.15 per share in cash. (Letter)

• Sealed Air (SEE): Buyout firm Clayton Dubilier & Rice is in talks to take packaging provider Sealed Air private. (WSJ)

• WPP (WPP): Advertising agency Havas N.V. and private equity firms Apollo (APO) and KKR (KKR) have expressed interest in WPP. (Bloomberg, citing the Times)

---

Update on Shareholder Activism

• Adverum (ADVM): BML Investment Partners sent a letter to the Board detailing its disappointment with the current deal with Lilly (LLY) and the lack of a full sale process. (Press Release)

• Golden Entertainment (GDEN): Everbay Capital expressed concerns regarding the transactions announced last week, including the sale of the company’s casino real estate to Vici Properties (VICI) and the sale of the casino operations and tavern business to CEO Blake Sartini. (Press Release)

• Monro (MNRO): The Board has voted to approve a limited-duration shareholder rights plan, expiring on November 6, 2026, in response to the accumulation of 17% ownership by Icahn Enterprises. (Press Release)

• Pacira BioSciences (PCRX): DOMA Perpetual Capital Management sent a letter to the Board urging them to hire bankers and conduct a full sale process of the company. (Press Release)

• Pfizer (PFE): Activist investor Starboard Value has liquidated its position in Pfizer, ending its push for changes aimed at boosting the drugmaker’s share price. (Reuters)

• PodcastOne (PODC): Galloway Capital Partners sent a letter to the company’s Chief Executive Officer, stating that the share price is undervalued, urging the management to retain an investment bank or strategic advisor to explore options for enhancing shareholder value through a sale, merger, or acquisition. (13D Filing)

• Six Flags (FUN): JANA Partners announced that Dave Habiger has de-grouped from the JANA-led investor group to enable him to pursue a complementary opportunity involving the company. (Press Release)

• STAAR Surgical (STAA): Broadwood Partners asked for changes to the Board so that “truly independent directors could assist in the evaluation” of the go-shop period. (Press Release)

---

Update on Other Special Situations

• Aptiv PLC (APTV): Aptiv PLC’s subsidiary Cyprium Holdings filed a preliminary Form 10 with the SEC for the planned tax-free spin-off of Aptiv’s Electrical Distribution Systems business into an independent public company. The separation is expected to be completed by March 31, 2026, pending customary conditions. (Press Release)

• The Glimpse Group (VRAR): During the earnings call, the CEO provided an update on the Brightline IPO spin-off, noting that the process began in October 2025 with Lucid Capital Markets, LLC engaged as advisor. The IPO is targeted for the first half of 2026, and Glimpse shareholders will retain shares in both Glimpse and Brightline. (Press Release)

---

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Consumer Defensive

• TreeHouse Foods (THS) / Investindustrial - $2.9 bn, Q1 2026 (Press Release, Merger Agreement)

Healthcare

• Cidara Therapeutics (CDTX) / Merck (MRK) - $9.2 bn, Q1 2026 (Press Release, Merger Agreement)

• Mersana Therapeutics (MRSN) / Day One Biopharmaceuticals (DAWN) - $129 mn, Jan 2026 (Press Release, Merger Agreement)

• Repare Therapeutics (RPTX) / XenoTherapeutics - $6.17 mn, Q1 2026 (Press Release)

---

Sudden Departures

“Sudden Departures” highlights executive exits announced with short notice, where the executive is expected to leave within 30 days. 

• Amplify Energy (AMPY): Chief Accounting Officer resigns effective November 14, 2025. (Filing)

• Ball (BALL): Chief Executive Officer Daniel W. Fisher resigns effective November 10, 2025. (Filing)

• Calavo Growers (CVGW): President and Chief Executive Officer Lee E. Cole retires effective December 8, 2025. (Filing)

• Edgewise Therapeutics (EWTX): Chief Financial Officer Michael Carruthers retires effective November 10, 2025. (Filing)

• Elme Communities (ELME): Chief Information Officer Susan Gerock resigns effective November 14, 2025. (Filing)

• Hydrofarm (HYFM): Chief Executive Officer John Lindeman resigns effective December 1, 2025. (Filing)

• Korro Bio (KRRO): Chief Medical Officer Olukemi A. Olugemo resigns effective November 12, 2025. (Filing)

• Malibu Boats (MBUU): Chief Financial Officer Bruce W. Beckman resigns effective November 12, 2025. (Filing)

• Rekor Systems (REKR): Chief Financial Officer Eyal Hen resigns effective November 17, 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.