The Special Situation Report #21: 6/12 Roundup

Summary of the Week in Special Situations

Last week was as slow as it gets for public company M&A, with zero take-private transactions announced.

The initial public offering market is fairing little better, as volume is down nearly 80% year to date. 2021 was a record year for IPOs, with over 1,000 new listings (~60% of which were SPACs). The previous high water mark was set only a year earlier (~480 IPOs).

And the record before that? In the year 2000, when 400 IPOs hit the market amid the dot-com bubble.

Table of Contents:

1. Update on Developing M&A

2. Update on Shareholder Activism

3. Update on Other Special Situations

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Update on Developing M&A

Strategic Alternatives & Ongoing Situations

• Kohl’s (KSS) entered exclusive negotiations with Franchise Group (FRG) (Press Release)

• State Street (STT) denied interest in buying Credit Suisse (CS) (Reuters)

• Western Digital (WDC) announced review of strategic alternatives after Elliott's push to split (Press Release)

• Zendesk (ZEN) completed its strategic review without a sale (Press Release)

• Zymeworks (ZYME) adopted shareholder rights plan after All Blue Falcons’ proposal (Press Release)

Rumors

• Axalta Coating (AXTA) reportedly subject of takeover interest from PPG Industries (PPG) (Seeking Alpha)

• Dell (DELL) on the path to going private? (Seeking Alpha)

• NCR (NCR) potential takeover seems still to be moving along (Seeking Alpha)

• NXP Semiconductors (NXPI) gained on a report of a potential Samsung (SSNLF) takeover (Asian Tech Press)

• Roku (ROKU) subject to speculation regarding an acquisition by Netflix (NFLX) (Business Insider)

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Update on Shareholder Activism

• Aerojet Rocketdyne (AJRD) feuding CEO and Chairman filed opposing shareholder presentations (Presentation: one, two)

• Atento (ATTO) announced a cooperation agreement with Kyma Capital (Filing)

• Cracker Barrell (CBRL) 9% owner Biglari Capital sent a letter to the board calling for a new CEO (Letter)

• Hasbro (HAS) activist Alta Fox lost battle for board seats (Filing)

• Hemisphere Media (HMTV) shareholder Edenbrook Capital says takeover price dramatically undervalues company (Filing)

• New Relic (NEWR) activist JANA won two board seats (CNBC)

• SpartanNash (SPTN) activists investors Macellum and Ancora lost bid for board seats (Filing)

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Update on Other Special Situations

Spin-Offs

• Encompass Health (EHC) released separate guidance ahead of Enhabit spin-off (Filing)

• GSK (GSK) spin-off Haleon starts life with target on its back (Reuters)

• Vodafone (VOD) preps spinoff of €900M IoT business (Light Reading)

Other

• JetBlue (JBLU) submitted an improved proposal to acquire Spirit (SAVE) (Press Release)

• Just Eat Takeway's (JTKWY) Grubhub business reportedly draws interest from Apollo (Bloomberg)

• Walgreens Boots (WBA) nears a deal with Reliance and Apollo on Boots buyout (Economic Times)

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