The Special Situation Report #7: 3/6 Roundup

Summary of the Week in Special Situations

Mar 06, 2022

Thanks for reading the latest Report. Earlier this week, we published a summary of our take on community bank consolidation. Read part one here and stay tuned for part two this upcoming Thursday.

Update on Developing M&A

Announced Strategic Reviews

Albertsons (ACI) announced a review of strategic alternatives (Filing)
Gemini Therapeutics (GMTX) announced a corporate restructuring and review of strategic alternatives (Press Release)
Seritage Growth Properties (SRG) announced a review of strategic alternatives as Chair Edward Lampert retires from the Board (Filing)

Apollo (APO) is considering merging Yahoo Sports with a sports-betting company, including PointsBet Holdings (ASX: PBH) (Yahoo Finance)
Bain Capital and CVC decided against submitting an offer for Walgreens Boots (WBA) subsidiary Boots (Sky News)
Cedar Realty Trust (CDR) announced the liquidation of its assets and sale of the company following its strategic review (Press Release)
Kohl’s (KSS) says engagement with unsolicited bidders as well as proactive outreach is ongoing (Goldman Sachs is hired) (Q4 Conference Call)
Mercury Systems (MRCY) received a takeover bid from Elliott after Jana previously pushed for sale (Bloomberg)
Paramount Group (PGRE) confirmed receipt of an unsolicited proposal from Monarch Alternative Capital (Press Release, Latest Monarch 13D)
Splunk (SPLK) gained as Hellman & Friedman disclosed a 7.5% stake (Cisco previously bid for the Company, according to reports) (Filing)

Update on Shareholder Activism

Aerojet Rocketdyne’s (AJRD) CEO and directors issued an open letter to shareholders in an ongoing proxy fight with Steel Partners (Filing)
LivePerson (LPSN) jumped as Starboard disclosed a 9.7% stake (Filing)
Quotient Technology (QUOT) activist investor Engaged Capital nominated two directors to the Board (Filing)
Turtle Beach (HEAR) investor Donerail Group withdrew its takeover bid, plans to nominate a Board slate (Press Release)
Zendesk (ZEN) activist investor Jana calls for a Board change or sale (Filing, Barron’s)

Update on Other Special Situations

Spin-Offs

Southwest Gas (SWX) announced the separation of Centuri amid pressure from Icahn (Filing)
Telecom Italia (MI: TIT) shares dropped as CEO presented plan to split the company in two; Board to assess KKR’s (KKR) takeover bid (Financial Times)
Zimmer Biomet (ZBH) announced the completion of the ZimVie (ZIMV) spinoff (Press Release)

Other

51job (JOBS) entered into a revised merger agreement with investor consortium (Filing, Bloomberg)
American Electric Power (AEP) announced the planned sale of unregulated renewable assets (Filing, T&D World)
First Solar (FSLR) in advanced stage discussions to sell Japan assets (Filing)
Tilray (TLRY) announced a strategic alliance with Hexo (HEXO) (Press Release, Investor Presentation)

List of Announced M&A

Target / Acquirer – Transaction Enterprise Value

Consumer / Retail

Bbot / DoorDash (DASH) (Press Release)

Energy & Natural Resources

Energy Transfer Canada – a subsidiary of Energy Transfer LP (ET) / Pembina Pipeline (PBA) & KKR (KKR) – $1.3bn (Press Release, Presentation, Webcast)

Great Western Petroleum / PDC Energy (PDCE) – $1.3bn (Press Release, Presentation)
Orca Gold (TSXV: ORG) / Perseus Mining (ASX: PRU) – $170mm (Press Release)
- We reported on a potential merger in The Special Situation Report #3

Renewable Energy Group (REGI) / Chevron (CVX) – $2.8bn (Press Release, Presentation, Transcript)

Financials

Capstone Partners / Huntington Bancshares (HBAN) (Press Release)
First Horizon (FHN) / TD Bank Group (TD) – $13.4bn (Press Release, Presentation, Transcript)
Liberty Bancorp (OTCPK: LIBC) / DMG Bancshares – $35mm (Press Release)
Prudential Bancorp (PBIP) / Fulton Financial (FULT) – $138mm (Press Release, Presentation)

Gaming, Gambling, Lodging & Real Estate

Alictus / SciPlay (SCPL) – $300mm (Press Release)
Healthcare Trust of America (HTA) / Healthcare Realty Trust (HR) – $18bn (Press Release, Investor Presentation)
Next Games (HLSE: NXTGMS) / Netflix (NFLX) – $70mm (Press Release)

Healthcare

Intricon (IIN) / Altaris Capital Partners – $221mm (Press Release)
Syndesi / AbbVie (ABBV) – $1bn (Press Release)

Industrials

Manitowoc Ice – subsidiary of Welbilt (WBT) / Pentair (PNR) – $1.4bn (Press Release, Presentation, Webcast)

Technology, Media & Telecommunications=

Catalytic / PagerDuty (PD) (Press Release)
Streamlit / Snowflake (SNOW) (Press Release)
Wurl / AppLovin (APP) – $430mm (Press Release, Webcast)

Thank you for reading; that’s all for this week - the next roundup edition will arrive Sunday, March 13.

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