The Special Situation Report #203: March 1 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

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Update on Developing M&A

• AES (AES): BlackRock’s (BLK) Global Infrastructure Partners and EQT AB are in advanced talks to acquire power company AES. (Bloomberg)

• InMode (INMD): The Independent Transaction Committee of its Board has completed its review of proposals received in connection with a potential transaction. (Press Release)

• MarineMax (HZO): Has been engaging with Donerail and is evaluating its unsolicited indication of interest to acquire the company. (Press Release)

• Select Medical (SEM): Co-Founder Robert Ortenzio delivered a refined non-binding proposal to the Special Committee of the Board to offer to acquire all outstanding shares of Select Medical for $16 per share, payable in cash. (13D Filing)

Rumors

• Caesars Entertainment (CZR): Is weighing takeover offers, including a bid from Texas gaming and hospitality billionaire Tilman Fertitta. (FT)

• MoneyHero (MNY): Bolttech is in talks to buy MoneyHero. (Bloomberg)

• PayPal Holdings (PYPL): Is attracting takeover interest from potential buyers after a stock slide wiped out almost half of its value. (Bloomberg)

• Rayonier Advanced Materials (RYAM): American Industrial Partners said that it proposed to acquire Rayonier for $11 to 12 per share in cash, but the proposal was rejected. (13D Filing)

• Reservoir Media (RSVR): Activist Irenic Capital submitted a bid this month worth $10 to $11 per share, or about $1.1 billion to $1.2 billion, including debt. (Bloomberg)

• Werewolf Therapeutics (HOWL): Will explore a full range of strategic alternatives. (Press Release)

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Update on Shareholder Activism

• CEA Industries (BNC): Called upon YZILabs Management to disclose the full agreement between YZi Labs and 10X Capital Asset Management. (Press Release)

• Empery Digital (EMPD): Tice Brown said that this week, Empery Digital’s management made a private, unsolicited bid to the activist to repurchase 100% of Brown’s stock at a purchase price equal to 100% of mNAV, in exchange for a standstill. (Press Release)

• Empery Digital (EMPD): Tice Brown submitted a notice of his intent to nominate himself for election to the company’s Board at the 2026 annual meeting. (13D Filing)

• First Industrial Realty Trust (FR): Land & Buildings has nominated Jonathan Litt as a director candidate for election to the Board at the 2026 annual meeting. (Press Release)

• Five9 (FIVN): Pictet Asset Management said it is actively engaging with the company to improve long-term shareholder value. (13D Filing)

• Fortune Brands Innovations (FBIN): Investor Ed Garden has built a stake in building-products supplier Fortune Brands Innovations and is seeking to replace the incoming chief executive, along with other changes. (WSJ)

• J.M. Smucker (SJM): Appointed Woo-Sung (Bruce) Chung and David Singer to its Board, effective April 15, 2026. (Press Release)

• Jack in the Box (JACK): Biglari Capital accused the company of a “smear campaign” against Sardar Biglari and asked a judge to order the iconic burger chain to correct disclosures about an upcoming proxy vote on whether to oust the chairman. (Bloomberg)

• Lululemon Athletica (LULU): Chip Wilson said that while he has proposed replacing three directors on the company’s Board, he believes more than three directors should be replaced. (Press Release)

• Noodles & Co (NDLS): Galloway Capital Partners increased its stake in Noodles & Co to 8.78% from 6.01%. (13D Filing)

• PENN Entertainment (PENN): Appointed three new independent directors, Heather Ace, Jeffrey Fox, and Fabio Schiavolin, to its Board, effective immediately. (Press Release)

• RadCom (RDCM): Michael Zisapel seeks to enhance the company’s value and may engage in communications with management and the board regarding material changes to the business, corporate governance, corporate structure, or potential transactions. (13D Filing)

• Sturm Ruger (RGR): Beretta Holding nominated four independent director candidates for election to the Board at the 2026 Annual Meeting. (Press Release)

• Turtle Beach (TBCH): Hoak Public Equities said that it is disappointed with the company’s stock price performance over the last four years and has concerns about the persistent undervaluation of the stock. (13D Filing)

• Whirlpool (WHR): David Tepper sent a strongly worded letter to Whirlpool’s board, accusing it of destroying shareholder value and calling for sweeping changes to its strategy. (CNBC)

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Update on Other Special Situations

• Medtronic (MDT): MiniMed, the diabetes business being separated from Medtronic plc, has launched its IPO roadshow and plans to offer 28 million shares at an expected price range of $25–$28 per share, with underwriters holding an option to purchase an additional 4.2 million shares. The company intends to list on Nasdaq under the ticker MMED. Following the offering, Medtronic will retain roughly 90% ownership (about 88.7% if the over-allotment is exercised). (Press Release)

• Plover Bay Technologies (PBTDF): Plover Bay Technologies announced plans to spin off and separately list its subsidiary Peplink Holdings on Nasdaq, creating two independent public companies. The transaction will be executed through a distribution in specie of SpinCo shares to existing shareholders, subject to approvals and market conditions. The distribution is expected to occur just before listing, with completion targeted before the end of 2026. (Press Release)

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Communication Services

• KORE Group (KORE) / Searchlight and Abry - $726 mn, Q3 2026 (Press Release, Merger Agreement)

• Warner Bros. Discovery (WBD) / Paramount Skydance (PSKY) - $110 bn, Q3 2026 (Press Release, Merger Agreement)

Consumer Cyclical

• United Homes Group (UHG) / Stanley Martin Homes - $221 mn, Q2 2026 (Press Release, Merger Agreement)

Healthcare

• Arcellx (ACLX) / Gilead Sciences (GILD) - $7.8 bn, Q2 2026 (Press Release, Merger Agreement)

• Enhabit (EHAB) / Kinderhook Industries - $1.1 bn, Q2 2026 (Press Release, Merger Agreement)

Industrials

• Thermon Group (THR) / CECO Environmental (CECO) - $2.2 bn, Mid-2026 (Press Release, Merger Agreement)

Real Estate

• Veris Residential (VRE) / Affinius Capital and Vista Hill Partners - $3.4 bn, Q2 2026 (Press Release, Merger Agreement)

Technology

• NCR Atleos (NATL) / Brink’s Company (BCO) - $6.6 bn, Q1 2027 (Press Release, Merger Agreement)

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Sudden Departures

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

• BancFirst Corp (BANF): Principal Accounting Officer Randy Foraker retires effective February 27, 2026. (Filing)

• CenterPoint Energy (CNP): Chief Accounting Officer Kristie L. Colvin retires effective March 2, 2026. (Filing)

• The Walt Disney Company (DIS): Terminates Chief Communications Officer Kristina K. Schake effective March 19, 2026. (Filing)

• Dynex Capital (DX): Chief Financial Officer Robert S. Colligan resigns effective February 26, 2026. (Filing)

• Entravision Communications (EVC): Terminates President and Chief Operating Officer Jeffery Liberman effective February 19, 2026. (Filing)

• Kronos Worldwide (KRO): Chief Executive Officer James M. Buch retires effective February 27, 2026. (Filing)

• Markel Group (MKL): Chief Operating Officer Michael R. Heaton resigns effective February 21, 2026. (Filing)

• MBX Biosciences (MBX): Chief Financial Officer Richard Bartram resigns effective March 15, 2026. (Filing)

• Pulse Biosciences (PLSE): Chief Commercial Officer Kevin P. Danahy resigns effective February 27, 2026. (Filing)

• PureCycle Technologies (PCT): Chief Financial Officer Jaime Vasquez resigns effective March 1, 2026. (Filing)

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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.