The Special Situation Report #189: November 23 Roundup

Summary of the Week in Special Situations

Asif

Nov 23, 2025

Update on Developing M&A

Atkore (ATKR): The Board expanded the scope of its review of strategic alternatives to include assets outside of its core electrical infrastructure portfolio. (Press Release)
Cheer Holding (CHR): The Board formed a special committee to evaluate the two non-binding offers it received. (Press Release)
Clearwater Analytics (CWAN): Private equity firm Thoma Bravo has made an offer to acquire Clearwater Analytics. (Reuters)
MarketWise (MKTW): A Special Committee of the Board is reviewing the proposal from Monument & Cathedral. (Press Release)
Neuphoria (NEUP): Lynx1 Capital delivered a letter to the Board to withdraw its non-binding proposal to acquire the company for $5.2 per share in cash. (Letter)
Warner Bros. Discovery (WBD): Paramount (PSKY), Comcast (CMCSA), and Netflix (NFLX) submitted bids for Warner Bros. Discovery. (WSJ)
WPP (WPP): Havas CEO Yannick Bolloré denied being in talks with WPP about a potential investment in the British advertising firm. (Bloomberg)

Rumors

Astrotech (ASTC): The Board initiated a review of strategic alternatives. (Press Release)
E.W. Scripps (SSP): Sinclair (SBGI) built a roughly 8% stake in E.W. Scripps and is vying to acquire the local TV broadcaster. (WSJ)

Update on Shareholder Activism

Axalta (AXTA): Artisan Partners Asset Management (APAM) strongly opposed the merger of Akzo Nobel and Axalta Coating. (Press Release)
Barrick Mining (B): Activist investor Elliott Management has built up a sizable stake in Barrick Mining, putting pressure on the gold and copper producer to consider splitting up its operations. (WSJ)
Comerica (CMA): HoldCo Asset Management is demanding that Comerica release additional details on its deal to be acquired by Fifth Third (FITB), calling the sale process “flawed” ahead of a shareholder vote in early January. (Bloomberg)
Cooper (COO): Activist investor Browning West urged Cooper to appoint its director candidates and to evaluate strategic alternatives for its CooperSurgical division. (Press Release)
PodcastOne (PODC): Galloway Capital announced a 3.15% stake in PodcastOne; it believes the shares are deeply undervalued. (Press Release)
Priority Technology (PRTH): Buckley Capital Advisors sent a letter to the Board expressing opposition to CEO Thomas Priore’s offer. (Press Release)
Priority Technology (PRTH): Steamboat Capital expressed concerns related to the price, structure, and process of the proposed “take-private” offer from CEO Thomas Priore. (Press Release)

Update on Other Special Situations

Topgolf Callaway Brands (MODG): Topgolf Callaway Brands announced it has entered into a definitive agreement to sell a 60% stake in its Topgolf and Toptracer business to private equity funds managed by Leonard Green & Partners, L.P. The deal values Topgolf at about $1.1 billion. The company expects to receive roughly $770 million in net proceeds. Following the transaction’s close, the company will rebrand as Callaway Golf Company (CALY) and refocus on its core golf equipment and lifestyle brands: Callaway, Odyssey, TravisMathew, and Ogio. (Press Release)

Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Basic Materials

Axalta Coating Systems (AXTA) / Akzo Nobel (AKZOF) - $9.24 bn, Early 2027 (Press Release, Merger Agreement)

Consumer Cyclical

Sealed Air (SEE) / CD&R - $10.3 bn, Mid-2026 (Press Release, Merger Agreement)

Healthcare

Exact Sciences (EXAS) / Abbott (ABT) - $23 bn, Q2 2026 (Press Release, Merger Agreement)

Technology

Semrush (SEMR) / Adobe (ADBE) - $1.9 bn, 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.

Duos Technologies Group (DUOT): Chief Financial Officer Adrian Goldfarb retires effective November 15, 2025. (Filing)
Gilead Sciences (GILD): General Counsel Deborah H. Telman resigns effective December 5, 2025. (Filing)
Helios Technologies (HLIO): Chief Financial Officer Michael Connaway resigns effective November 17, 2025. (Filing)
Immunovant (IMVT): Chief Medical Officer Michael Geffner resigns effective November 21, 2025. (Filing)
IonQ (IONQ): Chief Revenue Officer Rima Alameddine resigns effective November 24, 2025. (Filing)
Kornit Digital (KRNT): Chief Financial Officer Lauri Hanover resigns effective December 15, 2025. (Filing)
Virginia National Bankshares (VABK): Chief Financial Officer Tara Y. Harrison resigns effective November 11, 2025. (Filing)
Watts Water Technologies (WTS): Chief Financial Officer Ryan Lada resigns effective November 15, 2025. (Filing)
Xerox Holdings (XRX): Chief Financial Officer Mirlanda Gecaj resigns effective December 2, 2025. (Filing)

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