The Special Situation Report #32: 8/28 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

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Update on Developing M&A

Strategic Alternatives & Ongoing Situations

• Flexsteel Industries (FLXS) received an unsolicited takeover bid from CSC Generation Holdings (Filing)

• Turquoise Hill (TRQ) confirmed receipt of an improved takeover bid from Rio Tinto (RIO) (Filing)

Rumors

• Aerojet Rocketdyne (AJRD) reportedly in talks with strategic buyers (Seeking Alpha)

• Amazon (AMZN) reportedly among the bidders for Signify Health (SGFY) (WSJ)

• Celanese (CE) gained amid speculation of a potential takeover by Warren Buffett (Seeking Alpha)

• Electronic Arts (EA) subject to speculation of a takeover by Amazon (AMZN) (CNBC)

• Everbridge (EVBG) gained on rumors of working with an adviser on a potential sale (Bloomberg)

• NCR (NCR) dropped on report that Veritas Capital is still seeking financing for deal (Seeking Alpha)

• Seagen’s (SGEN) potential sale to Merck (MRK) has hit a snag (Bloomberg)

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Update on Shareholder Activism

• Build-A-Bear Workshop (BBW) shareholder Cannell Capital released a letter outlining rationale for share buyback (Letter)

• Cano Health (CANO) shareholder Owl Creek urged the company to pursue a sale (Letter)

• Kirby Corp (KEX) activist JCP pushing for a breakup or sale of the company (Bloomberg)

• Mereo BioPharma (MREO) and activist Rubric Capital trade barbs in board battle (Filing)

• Pasithea Therapeutics (KTTA) shareholder Camac Partners urged shareholders to vote to call a special meeting (Press Release)

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Update on Other Special Situations

Spin-Offs

• Bluerock Residential Growth REIT (BRG) announced the spin-off of its single-family rental business will occur on October 6 (Press Release)

• Novartis (NVS) announced its plan to spin-off its Sandoz generics business (Press Release)

Other

• Chesapeake Energy (CHK) reportedly has hired an advisor to sell its Eagle Ford assets (Bloomberg)

• Farfetch (FTCH) acquired a 47.5% stake in Yoox Net-A-Porter from Richemont (Filing)

• Hasbro (HAS) reportedly considering a sale or restructuring of its entertainment assets (Bloomberg)

• TuSimple's (TSP) Asia-Pacific business said to draw interest from Geely Automotive (TechNode)

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Announced M&A

Target / Acquirer – Transaction Enterprise Value

Financials

• Town and Country Financial (TWCF) / HBT Financial (HBT) – $101mm (Press Release, Presentation)

Healthcare

• Aerie Pharmaceuticals (AERI) / Alcon (ALC) – $900 million (Press Release)

Technology, Media & Telecommunications

• Computer Services (CSVI) / Centerbridge Partners & Bridgeport Partners – $1.6bn (Press Release, Presentation)

• Micro Focus (MFGP) / Open Text (OTEX) – $6bn (Press Release)

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