The Special Situation Report #191: December 7 Roundup
Summary of the Week in Special Situations
Table of Contents:
Update on Developing M&A
Update on Shareholder Activism
Update on Other Special Situations
Announced M&A
C-Suite Sudden Departures
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Update on Developing M&A
Neuphoria Therapeutics (NEUP): Lynx1 delivered a new non-binding proposal to acquire all outstanding shares of Neuphoria Therapeutics at $4.75 per share in cash. (13D Filing)
Rumors
Cooper Co (COO): The Board initiated a formal strategic review aimed at identifying opportunities to enhance long-term shareholder value. (Press Release)
DigitalBridge Group (DBRG): SoftBank Group is in talks to acquire DigitalBridge Group as it seeks to take advantage of an AI-driven boom in digital infrastructure. (Bloomberg)
Leggett & Platt (LEG): Somnigroup International (SGI) submitted a proposal to the Board of Leggett & Platt to acquire all outstanding common shares of Leggett & Platt in an all-stock transaction. (Press Release)
Update on Shareholder Activism
Bill Holdings (BILL): Activist investor Barington Capital Group has taken a stake in business payments firm Bill Holdings and is urging the company’s board to explore a sale. (Bloomberg)
First Industrial Realty Trust (FR): Land & Buildings Investment issued a presentation outlining the underappreciated quality of First Industrial’s warehouse portfolio and the substantial discount First Industrial trades at relative to private market value and its closest public peers. (Press Release)
KeyCorp (KEY): HoldCo Asset Management is pushing to oust the chief executive of KeyCorp, a bank in which the activist has taken a $140 million stake. (FT)
Netcapital (NCPL): Activist investor Strategic EP disclosed a 5.8% ownership position in Netcapital (13D Filing)
Noodles & Company (NDLS): Galloway Capital Partners disclosed a 6.01% stake in Noodles & Co. (13D Filing)
PepsiCo (PEP): Activist investor Elliott Investment Management is close to striking a settlement agreement with beverage and snacks giant PepsiCo, after taking a big stake in the company in September. (WSJ)
Quipt Home Medical (QIPT): Bradley Radoff said that the Board should retain truly independent advisors and promptly pursue a value-maximizing sale process. (Press Release)
STAAR Surgical (STAA): Broadwood Partners announced that it is well along in the process that is required to call a Special Meeting of Shareholders at STAAR Surgical to remove three directors from the Board. (Press Release)
Tiptree (TIPT): Veradace Partners opposed the proposed sale of the Fortegra Group to DB Insurance. (Press Release)
TrueBlue (TBI): EHS Investments announced its intention to nominate a slate of highly qualified director candidates for election to TrueBlue’s Board at the upcoming 2026 Annual Meeting. (Press Release)
UniFirst (UNF): River Road Asset Management encouraged the Board to explore strategic alternatives for UniFirst. (Press Release)
UniFirst (UNF): The Boyar Value Group published an open letter to UniFirst’s Board, urging an immediate strategic review after years of underperformance and the company’s refusal to meaningfully engage with credible potential buyers. (Press Release)
Update on Other Special Situations
Comcast (CMCSA): Comcast, the parent company of NBC, will spin off MSNBC, CNBC, and several other businesses into a new company called Versant on January 2, 2026. Comcast shareholders will receive one share of Versant Class A or Class B stock for every 25 shares of the corresponding Comcast stock they hold as of the December 16 record date. The distribution of Versant shares is expected to be completed after the close of trading on January 2, 2026. (Press Release)
Intel (INTC): Intel announced that it will retain its networking business rather than spin off the Network and Edge Group (NEX). (Bloomberg)
S&P Global (SPGI): S&P Global announced new executive appointments as it prepares to separate its Mobility business into an independent public company. Larissa Cerqueira has been named Chief People Officer, effective January 1, 2026. Tasha Matharu has been appointed Chief Legal Officer, also effective January 1, 2026. Joseph “Joedy” Lenz has joined as Chief Information Officer, effective immediately. The company expects to complete the separation within 12–18 months of the original announcement. (Press Release)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Communication Services
Warner Bros. Discovery (WBD) / Netflix (NFLX) - $82.7 bn, 12-18 months (Press Release, Merger Agreement)
Technology
Eventbrite (EB) / Bending Spoons - $500 mn, H1 2026 (Press Release)
Synchronoss Technologies (SNCR) / Lumine Group - $258.4 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.
AAR Corp (AIR): Chief Financial Officer Sean M. Gillen resigns effective December 11, 2025. (Filing)
Asana (ASAN): General Counsel Eleanor Lacey and Chief Operating Officer Anne Raimondi resign effective December 31, 2025. (Filing)
Commvault Systems (CVLT): Chief Financial Officer Jennifer DiRico resigns effective December 31, 2025. (Filing)
Domo (DOMO): Domo Chief Executive Officer, Joshua G. James, resigns effective December 4, 2025. (Filing)
NIKE (NKE): Eliminates Chief Commercial Officer; Craig Williams resigns effective December 5, 2025.(Filing)
PTC (PTC): Chief Financial Officer Kristian Talvitie resigns effective December 31, 2025. (Filing)
SoFi Technologies (SOFI): General Counsel Stephen Simcock resigns effective December 31, 2025. (Filing)
Tiptree (TIPT): General Counsel Neil Rifkind resigns effective December 5, 2025. (Filing)
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