The Special Situation Report #222: July 12 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

• Beazer Homes USA (BZH): Dream Finders Homes (DFH) announced that it has submitted a revised proposal to the board of Beazer to acquire all outstanding shares of Beazer in an all-cash transaction for $32 per share. (Press Release)

• Destination XL Group (DXLG): The Board, following a review with external legal and financial advisors, unanimously recommends that stockholders reject the revised, unsolicited tender offer for $0.84 per share in cash from Zodiac Partners, and not tender their shares. (Press Release)

• eBay (EBAY): GameStop (GME) announced that its stockholders approved all proposals presented at the 2026 Annual Meeting, including an amendment to the certificate of incorporation increasing the number of authorized shares of Class A common stock. (Press Release)

• InMode (INMD): Steel Partners issued a letter to the Board offering to acquire the company for $16.75 per share in cash. (Press Release)

• MGM Resorts (MGM): Has been negotiating a potential deal with Barry Diller’s People Inc. (PPLI) after the media mogul offered to buy the casino giant. (WSJ)

• Qiagen NV (QGEN): Is drawing early takeover interest from firms including EQT AB and Advent. (Bloomberg)

• Seer (SEER): Bradley Radoff and Michael Torok, in response to CEO Omid Farokhzad’s offer for Seer, said that the Board rejected their proposals without engagement but promptly reviewed Farokhzad’s similar, yet inferior, offer, reinforcing concerns about its independence. (Press Release)

Rumors

• CCC Intelligent Solutions (CCC): Is exploring a sale of the company. (Reuters)

• Criteo (CRTO): Vista Equity Partners and the investment firm Quinti Capital have teamed up on a takeover offer for French advertising-technology company Criteo. (Bloomberg)

• GFL Environmental (GFL): Is considering a potential take-private transaction after drawing interest from buyout firms. (Bloomberg)

To access all rumors, a history of updates and the eventual outcomes, check out our Deals in the Works tool that includes data on over 9 years of developing M&A situations:

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Update on Shareholder Activism

• Beazer Homes USA (BZH): The Donerail Group issued an open letter to Beazer’s Board urging the Board to engage with Dream Finders (DFH) and other bona fide prospective acquirers, provide appropriate diligence access, and pursue a competitive strategic process that it believes would maximize value for stockholders. (Press Release)

• Braemar Hotels & Resorts (BHR): In response to demands from Wafic Said, the Principal of Al Shams, Braemar Hotels has begun the process of separating from its external advisor, Ashford, to become a self-managed REIT. They successfully renegotiated the terms of the Company Sale Fee, resulting in a $94.3 million lower payment to Ashford than was contractually due; and hired Ferguson Partners to recruit new and fully independent members to the Board, including installing an independent Chairman. (Press Release)

• CBIZ (CBZ): Reference Equity is urging the accounting firm to re-evaluate its capital allocation, abandon its share buyback plan, and resume pursuing acquisitions. (Bloomberg)

• CCC Intelligent Solutions (CCC): Elliott Investment Management has built a large stake in car-insurance software provider CCC Intelligent Solutions. (Bloomberg)

• Central Plains Bancshares (CPBI): The Boards of the company and Home Federal Savings and Loan Association of Grand Island appointed Dannel Garness and Francis Younes to the Board. (Filing)

• Devon Energy (DVN): Kimmeridge Energy Management criticized Devon Energy’s divestment program for moving too slowly. (Bloomberg)

• Empery Digital (EMPD): The Board approved an amendment to the stockholder rights plan to accelerate the expiration date to July 6, 2026. (Press Release)

• Evogene (EVGN): L.I.A. Pure Capital urged the Board to convene a special general meeting of shareholders. (13D Filing)

• Fermi (FRMI): Toby Neugebauer announced that he is suspending his current proxy campaign following the presiding judge’s last-minute recusal shortly before the scheduled hearing. (Press Release)

• Phunware (PHUN): Goldenwise Capital Group, in an open letter to the Board, raised concerns regarding the company’s poor corporate governance. (Letter)

• StealthGas (GASS): TowerView requested that the company consider a liquidation of its assets and return capital to the shareholders. (Letter)

Our comprehensive Activists Tool includes current activist campaigns and all updates as the campaigns unfold: https://www.insidearbitrage.com/shareholder-activists-tool

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Update on Other Special Situations

• Middleby (MIDD): Middleby completed the spin-off of its Food Processing business as Midera Food Processing (MFP), effective July 6, 2026. Shareholders received one Midera share for each Middleby share held as of the June 26 record date. Midera will begin regular-way trading on Nasdaq on July 7, 2026. (Press Release)

• Critical Metals (CRML): Critical Metals is considering a potential spin-off or separation of certain businesses to focus on its flagship Tanbreez rare earth project in Greenland. (Press Release)

You can view the full list of upcoming spinoffs including each update since the announcement of the spinoff in our Upcoming Spinoffs List.

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Announced M&A

Target / Acquirer – Approximate Transaction Enterprise Value, Expected Closing

Basic Materials

• Element Solutions (ESI) / Solstice Advanced Materials (SOLS) - $14.5 bn, H1 2027 (Press Release, Merger Agreement)

Healthcare

• Crinetics Pharmaceuticals (CRNX) / Vertex Pharmaceuticals (VRTX) - $8.8 bn, Q3 2026 (Press Release, Merger Agreement)

Technology

• Perfect Corp. (PERF) / ProjectNY - $65.67 mn, Q4 2026 (Press Release, Merger Agreement)

Check out a list of nearly 80 active mergers & acquisitions in our Merger Arbitrage Tool. Includes the ability to track specific deals, email alerts for new deals, real-time spreads, annualized returns, all merger updates and spread history charts.

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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. 

• Align Technology (ALGN): Chief Legal and Regulatory Officer Julie Coletti resigns effective August 1, 2026. (Filing)

• ARS Pharmaceuticals (SPRY): Terminates Chief Executive Officer Richard Lowenthal effective July 7, 2026. (Filing)

• Cadrenal Therapeutics (CVKD): Chief Medical Officer James J. Ferguson III resigns effective July 31, 2026. (Filing)

• Children’s Place (PLCE): President and Chief Executive Officer Muhammad Umair resigns effective July 6, 2026. (Filing)

• John Wiley & Sons (WLY): Chief Accounting Officer Christopher Caridi resigns effective July 9, 2026. (Filing)

• Lands’ End (LE): Chief Administrative Officer and General Counsel Peter L. Gray resigns effective July 9, 2026. (Filing)

• The Marzetti Company (MZTI): Chief Supply Chain Officer Luis Viso resigns effective July 13, 2026. (Press Release)

• Nixxy (NIXX): Chief Executive Officer Mike Schmidt resigns effective July 2, 2026. (Filing)

• Ovid Therapeutics (OVID): Chief Business and Financial Officer Jeffrey Rona resigns effective July 6, 2026. (Filing)

• Public Storage (PSA): President and Chief Operating Officer Chris Sambar resigns effective July 31, 2026. (Filing)

Our C-Suite Transitions tool includes over 10,000 management changes including appointments, departures and sudden departures.

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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.