The Special Situation Report #28: 7/31 Roundup

Summary of the Week in Special Situations

The latest in public company M&A, shareholder activism, and other public 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

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Update on Developing M&A

Strategic Alternatives & Ongoing Situations

• Kaltura (KLTR) confirmed receipt of an unsolicited proposal from Panopto (Press Release)

• NCR’s (NCR) strategic review continues amid solid financial results (Press Release)

• Spirit (SAVE) terminated its merger with Frontier (ULCC), agreed to buyout from JetBlue (JBLU) (Press Release)

• Vnet Group (VNET) MBK Partners reportedly considering making a bid above $8/share proposal VNET previously received (Bloomberg)

Rumors

• ATN International (ATNI) reportedly hired Goldman Sachs and is exploring a sale (Seeking Alpha)

• BTRS Holdings (BTRS) reportedly exploring strategic options including a sale (Reuters)

• Radware (RDWR) reportedly a takeover target for CrowdStrike (CRWD) (Seeking Alpha)

• Vivint Smart Homes (VVNT) reportedly exploring strategic alternatives (Seeking Alpha)

• Vizio (VZIO) subject of takeover interest from Comcast (CMCSA) (Protocol)

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Update on Shareholder Activism

• Catalyst Biosciences (CBIO) 8% shareholder JDS1 issued an investor presentation detailing justification for proxy contest (Filing)

• Ceragon Networks (CRNT) issued a press release to set the record straight in proxy battle with Aviat Networks (AVNW) (Filing)

• Pasithea Therapeutics (KTTA) activist Concord IP2 launched a proxy contest and issued a presentation criticizing the current board (Filing)

• PayPal (PYPL) gained on reports that that Elliott Management took a stake in the company (CNBC)

• Rite Aid (RAD) gained amid activist speculation (Seeking Alpha)

• Titan Pharmaceuticals (TTNP) 25% shareholder Activist Investing filed a definitive proxy in connection with request for special meeting (Filing)

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Update on Other Special Situations

Spin-Offs

• 3M (MMM) announced plan to spin-off its health care business (Press Release, Presentation)

• Labcorp (LH) announced the spin-off of its clinical development business from its core lab and diagnostics business (Press Release, Presentation)

• Vivendi (VIVHY) is evaluating a spin-off its book publishing business (Financial Times)

Other

• Centene (CNC) streamlined its portfolio with the sale of its Spanish and Central European businesses (Press Release)

• Viasat (VSAT) reportedly exploring sale of part of government services unit (Yahoo)

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Announced M&A

Target / Acquirer – Transaction Enterprise Value

Energy & Natural Resources

• Infrastructure and Energy Alternatives (IEA) / MasTec (MTZ) – $1.1bn (Press Release, Presentation)

• PBF Logistics (PBFX) / PBF Energy (PBF) – $1.7bn (Press Release)

• Shell Midstream Partners (SHLX) / Shell USA (SHEL) – $2.0bn (Press Release)

Financials

• Heritage Southeast Bancorporation (HSBI) / The First Bancshares (FBMS) – $207mm (Press Release)

• Pzena Investment Management (PZN) / Management Buyout– $795mm (Press Release)

Healthcare

• Zymergen (ZY) / Ginkgo Bioworks (DNA) – $300mm (Press Release, Presentation)

Industrials

• Spirit Airlines (SAVE) / JetBlue Airways (JBLU) – $7.6bn (Press Release)

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