The Special Situation Report #5: 2/20 Roundup

Summary of the Week in Special Situations

Feb 22, 2022

The newsletter formerly known as Takeover Tango is now The Special Situation Report! We will continue to publish this weekly email, now on its fifth iteration, reporting the latest catalyst-based investing news. I have received positive feedback and encouraging growth upon our “soft launch” and I appreciate your time and attention.

I decided on a more professional name in light of my other plans: providing proprietary research on interesting, off-the-beaten-path special situations stocks. Please keep an eye out in your inbox for the first Sector Report and Stock Reports in the coming weeks.

With that being said, here is what happened last week in special situations:

Update on Developing M&A

Amazon (AMZN), Spotify (SPOT) are exploring bids for Audioboom (LSE:BOOM) – Sky News said an offer from either company will likely fetch a “significant” premium [Bloomberg]
American Campus Communities (ACC) received a letter from Land & Buildings “indicating its willingness to offer to acquire” ACC for $57 / share [Filing]
Clipper Logistics’ (LSE: CLG) Board of Directors reached an agreement on the key terms of a possible takeover offer from GXO Logistics (GXO) [Press Release]
Cornerstone Building Brands (CNR) received a non-binding acquisition proposal from CD&R at $24.65 / share [Press Release]
D’Ieteren Group (ENXTBR: DIE) has entered into exclusive negotiations for the acquisition of Parts Holding Europe [Press Release, Investor Presentation]
Kohl’s (KSS) activist Macellum Advisors filed a preliminary proxy statement, after Kohl’s quickly rejected at least two offers to buy the Company [Filing]
Modular Medical (MODD) activist investor Manchester Management Company expressed their intention to engage regarding alternatives to maximize shareholder value [Filing]
Optibase (OBAS) received tender offer from Capri Family Foundation for $12.64 / share [Filing]
Pilgrim’s Pride (PPC) beneficial owner JBS (JBSAY) withdrew a proposal to acquire the remaining shares in the Company [Reuters]
Republic First Bancorp (FRBK) beneficial owner George Norcross announced the retention of Raymond James and requested the Company’s books and records [Filing 1, Filing 2]
Zendesk (ZEN) faces a proxy battle with Jana Partners, in the ongoing saga over Zendesk’s proposed acquisition of Momentive (MNTV) [Filing]

Update on Shareholder Activism

American Outdoor Brands (AOUT) activists Voss Capital and TT Global Equities terminated their group agreement [Filing]
Blucora (BCOR) responded to a proxy fight by Engine Capital [Filing]
Griffon (GFF) and Voss Capital continued their proxy fight ahead of the February 17th Annual Meeting [Voss Filling, Griffon Filing]
Hawthorn Bancshares (HWBK) has a new 13D filer in PL Capital Advisors [Filing]
Huntsman (HUN) filed definitive proxy materials and called Starboard’s proxy fight" “unnecessary, self-serving and disruptive” [Filing]
IAMGOLD (TSX: IAG) announced a cooperating agreement with Resource Capital Fund, after they had previously urged an operational turnaround [Filing, Previously Reported in Special Situations Report #3]
Insight Enterprises (NSIT) appointed ValueAct’s Alexander Baum to the Board [Filing]
Nocopi Technologies (NNUP) activist Eriksen Capital Management initiated a proxy battle along with a proposal to declassify the board [Filing]
Southwest Gas (SWX) activist investor Carl Icahn filed a preliminary proxy statement [Filing]
US Foods (USFD) is facing a proxy fight from Sachem Head Capital Management (who also criticized the Company’s poor performance) [Filing]

Update on Other Special Situations

Chevron (CVX) seeks to sell Equatorial Guinea assets [Reuters]
Hasbro (HAS) activist investor Alta Fox Capital Management launched a proxy battle, while also encouraging a tax-free spin-off of Wizards of the Coast [Campaign Website]
MetLife (MET) pitches $1bn sale of private equity assets [WSJ]

List of Announced M&A

Target / Acquirer – Transaction Enterprise Value

Consumer / Retail

Viper Holdings (Sound United) / Masimo (MASI) – $1,025mm [Press Release, Investor Presentation]

Energy & Natural Resources

Uinta Basin assets from Verdun Oil / Crescent Energy (CRGY) – $815mm [Press Release, Investor Presentation]
Royalty North (TSXV: RNP) / Sandstorm Gold (SAND) – $310mm [Press Release]

Financials

MoneyGram (MGI) / Madison Dearborn – $1,749 [Press Release]
Wellfleet Credit Partners / Blue Owl (OWL) [Press Release]
Bend Financial / Webster Financial (WBS) [Press Release]

Healthcare

BioDelivery Sciences (BDSI) / Collegium Pharmaceuticals (COLL) – $545mm [Press Release]
Wellbeats / LifeSpeak (TSK: LSPK) – $93mm [Press Release, Investor Presentation, Webcast]
Health Wright Products / IFF (IFF) [Press Release]

Industrials

Dupont’s (DD) Mobility & Materials segment / Celanese (CE) – $11bn [Press Release, Conference Call, Investor Presentation, Prepared Comments]
Elkay Manufacturing / Zurn Water Solutions (ZWS) – $1,564mm [Press Release, Investor Presentation]
Kane Logistics / ID Logistics (ENXTPA: IDL) – $240mm [Press Release]
Filta Group (AIM: FLTA) / Franchise Brands (AIM: FRAN) – $68mm [Article, Filings]
Santroll Light Vehicle eMotor Business / BorgWarner (BWA) [Press Release, Investor Presentation]

Technology, Media & Telecommunications

Tower Semiconductor (TSEM) / Intel (INTC) – $5,440mm [Press Release]
Linode / Akamai Technologies (AKAM) – $900mm [Press Release, Investor Presentation, Blog]
Resonant (RESN) / Murata Manufacturing – $311mm [Press Release]

Thank you for reading, that’s all for this week - the next edition will arrive Sunday, February 27.

Contact the Author:

Email: david.specialsituations@gmail.com

Twitter: @InvestedComms

The Special Situation Report