The Special Situation Report #202: February 22 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
MarketWise (MKTW): Monument & Cathedral has withdrawn its unsolicited non-binding proposal to acquire all the outstanding securities of MarketWise for cash consideration of $17.25 per share. (Press Release)
Rumors
Domo (DOMO): The Board has initiated a formal process to explore strategic alternatives. (Press Release)
Kinetik Holdings (KNTK): Is weighing a sale after receiving takeover interest from an Occidental Petroleum (OXY)-backed Western Midstream Partners (WES). (FT)
Update on Shareholder Activism
CEA Industries (BNC): YZILabs Management delivered a letter to 10X Capital Asset Management expressing concerns that the firm may have violated reporting rules under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 in relation to its ownership of common shares in CEA Industries. (Press Release)
Core Scientific (CORZ): Two Seas Capital entered into a cooperation agreement with the company. (13D Filing)
enVVeno Medical (NVNO): Braeden Lichti urged the company to immediately halt all clinical operations and launch a formal strategic review to either return capital to shareholders or pursue a merger or reverse merger to maximize shareholder value while preserving cash and minimizing further burn and dilution. (13D Filing)
Fiserv (FISV): Activist investor Jana Partners has built a stake in Fiserv and is pushing for changes to boost the payments company’s underperforming stock. (WSJ)
Funko (FNKO): Fund 1 Investments intends to engage in discussions with the board, as it believes that the company should commence a strategic alternatives process, actively marketed to both strategic and financial acquirers. (13D Filing)
GeoPark (GPRK): Parex Resources nominated six director candidates for election to GeoPark’s Board at its upcoming 2026 Annual Meeting. (Press Release)
Hooker Furnishings (HOFT): Amended the Cooperation Agreement with Global Value to extend the time period required to conduct and complete the New Director Search to no later than February 28, 2027. (13D Filing)
Innventure (INV): Ascent Capital Partners delivered a letter to the Board regarding the company’s performance, corporate governance, strategic direction, and certain actions that Ascent Capital believes the company should take. (13D Filing)
Jack in the Box (JACK): Biglari Capital said that Glass Lewis recommended that shareholders vote AGAINST Chairman David Goebel, explicitly citing “material performance and governance concerns.” (Press Release)
Lake Shore Bancorp (LSBK): Stilwell Activist Fund announced its intention to nominate Timothy Andruschat for election as a director at Lake’s upcoming 2026 annual meeting. (13D Filing)
MarineMax (HZO): Levin Capital Strategies announced it is calling on the Board to initiate an immediate review of strategic alternatives following its prior failures to capitalize on credible acquisition offers. (Press Release)
Nano Dimension (NNDM): Oramed Pharmaceuticals (ORMP) reiterated its dissatisfaction with the company’s management and communicated an intent to further engage with it regarding its performance, strategic direction, shareholder value, and governance. (13D Filing)
Norwegian Cruise Line (NCLH): Activist Elliott Investment Management has built a stake of more than 10% in Norwegian Cruise Line and plans to push for changes to turn the struggling cruise-ship operator around. (WSJ)
Red Robin Gourmet Burgers (RRGB): JCP Investment Partnership entered a Cooperation Agreement with the company. (13D Filing)
Riot Platforms (RIOT): Activist investor Starboard Value is asking Riot Platforms to accelerate its transition from Bitcoin mining to a data center company that could house hyperscaler tenants. (Bloomberg)
TripAdvisor (TRIP): Activist investor Starboard Value plans to push for a shake-up of TripAdvisor’s board. (WSJ)
Wendy’s (WEN): Nelson Peltz’s Trian Fund holds a 7.85% stake in Wendy’s and believes that the stock is currently undervalued. (13D Filing)
Update on Other Special Situations
Genuine Parts Company (GPC): Genuine Parts Company plans to separate into two independent, publicly traded companies: Global Automotive and Global Industrial (Motion). The transaction is targeted for completion in the first quarter of 2027. (Press Release)
Madison Square Garden Sports Corp. (MSGS): Madison Square Garden Sports Corp. announced that its board has approved exploring a potential spin-off separating its New York Knicks and New York Rangers businesses into two independent publicly traded companies. (Press Release)
Announced M&A
Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing
Communication Services
IHS Holding (IHS) / MTN Group - $6.2 bn, 2026 (Press Release)
Consumer Cyclical
Mister Car Wash (MCW) / Leonard Green & Partners - $3.1 bn, H1 2026 (Press Release, Merger Agreement)
Healthcare
Masimo (MASI) / Danaher (DHR) - $9.9 bn, H2 2026 (Press Release, Merger Agreement)
Industrials
ZIM Integrated Shipping Services (ZIM) / Hapag-Lloyd - $11.1 bn, Late 2026 (Press Release, Merger Agreement)
Real Estate
Kennedy-Wilson (KW) / CEO William McMorrow and Fairfax Financial - $6.16 bn, Q2 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.
Gemini Space Station (GEMI): Chief Financial Officer Dan Chen, Chief Operating Officer Marshall Beard, and Chief Legal Officer Tyler Meade resign effective February 17, 2026. (Filing)
Lucky Strike Entertainment (LUCK): President Lev Ekster resigns effective February 18, 2026. (Filing)
Sprouts Farmers Market (SFM): Chief Merchandising Officer Scott Neal retires effective February 16, 2026. (Filing)
Viper Energy (VNOM): General Counsel Matt Zmigrosky resigns effective February 18, 2026. (Filing)
Ventas (VTR): Chief Accounting Officer Gregory R. Liebbe resigns effective February 16, 2026. (Filing)
YETI Holdings (YETI): Chief Financial Officer Michael McMullen resigns effective February 23, 2026. (Filing)
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