InsideArbitrage Event Driven Monitor – October 17, 2022

Quick updates on the event-driven strategies we follow on InsideArbitrage.

Merger Arbitrage

  1. The acquisition of Albertsons Companies (ACI) by The Kroger Co. (KR) for $24.6 billion or $34.10 per share in cash.
  2. Berkshire Hathaway (BRK.ABRK.B) and Alleghany Corporation (Y) announced that all regulatory approvals relating to the proposed acquisition of Alleghany by Berkshire Hathaway have been received. The completion of the proposed transaction is currently expected to occur on October 19, 2022.
  3. October 17, 2022: According to Reuters, Broadcom (AVGO) will seek early European Union antitrust approval of its proposed acquisition of VMware (VMW) by pointing to competition from Amazon (AMZN), Microsoft (MSFT), and Google (GOOGL).
  4. Novo Nordisk (NVO) completes the acquisition of Forma Therapeutics Holdings (FMTX).
  5. Shareholders of Avalara (AVLR) voted to approve the pending transaction with Vista Equity Partners. The transaction is expected to close on October 19, 2022.
  6. SailingStone Capital Partners, a long-time owner of Turquoise Hill Resources (TRQ) stated that it intends to vote against the proposed transaction with Rio Tinto (RIO) during the special meeting of shareholders currently scheduled for November 1, 2022.
  7. Steel Connect (STCN) announced that it intends to reconvene the company’s 2021 Annual Meeting of Stockholders on October 28, 2022.
  8. EVO Payments (EVOP) announced that the special meeting of stockholders will be on October 26, 2022.

Deals In The Works

  1. The Wall Street Journal reported that Nutanix (NTNX) is exploring a sale after receiving takeover interest.
  2. The Wall Street Journal reported that Rupert Murdoch has proposed a recombination of Fox Corp (FOX) and News Corp (NWS), the two wings of his media empire.
  3. Due to anticipated retail sales, Kroger (KR) expressed confidence that U.S. regulators will approve its $25 billion acquisition of smaller rival Albertsons (ACI).
  4. Fox Corporation (FOX) and News Corp (NWS) announced following the receipt of letters from K. Rupert Murdoch and the Murdoch Family Trust, they have formed a Special Committee composed of independent members of the Board to begin exploring a potential combination
  5. Legion Partners comments on reports of Nutanix’s (NTNX) sale process, encourages the board to fully explore all potential options – particularly with strategic buyers.

Insider Purchases

  1. Jeffrey W. Ubben, the Director of wood pellets production company Enviva Inc. (EVA), purchased 76,446 shares at an average price of $50.63 totaling $3,870,504. Five other insiders including the company’s CFO and the General Counsel also purchased shares. The company was the subject of a short report and we expanded on this cluster purchase in our latest Insider Weekends article.
  2. A. Akiva Katz, the Director of REIT—Residential company Veris Residential, Inc. (VRE), purchased 376,101 shares at an average price of $11.61 totaling $4,367,030.
  3. Jay Farner, the Chief Executive Officer of Mortgage Finance company Rocket Companies, Inc. (RKT), purchased 59,400 shares at an average price of $6.72 totaling $399,148.
  4. Matthew Rizik, the Director of Mortgage Finance company Rocket Companies, Inc. (RKT), purchased 6,100 shares at an average price of $6.71 totaling $40,917.
  5. Patrick M. Lavelle, the President & CEO of Consumer Electronics company VOXX International Corp (VOXX), purchased 9,000 shares at an average price of $6.50 totaling $58,500.
  6. Walter Field Mclallen, the Director of Furnishings, Fixtures & Appliances company Lovesac Co (LOVE), purchased 2,000 shares at an average price of $20.60 totaling $41,197.

Spinoffs

  1. Albertsons Cos. (ACI) is prepared to establish an Albertsons Cos. subsidiary (SpinCo). SpinCo would be spun-off to Albertsons Cos. shareholders immediately prior to merger closing and operate as a standalone public company. Kroger and Albertsons Cos. have agreed to work together to determine which stores would comprise SpinCo, as well as the pro forma capitalization of SpinCo.
  2. XPO Logistics (XPO) Announces Jason Kerr as Chief Accounting Officer for RXO Spin-Off.

SPACs

  1. DiaCarta, Ltd., a precision molecular diagnostics company and developer of novel oncology and infectious disease tests, and HH&L Acquisition Co. (HHLA) entered into a definitive business combination agreement.
  2. Hudson Acquisition I Corp. announces pricing of $60 million IPO.
  3. H.I.G. Acquisition Corp. (HIGA) announced that its board of directors has determined to redeem all of its outstanding Class A ordinary shares, effective as of October 24, 2022

C-Suite Transitions

Appointments

  1. ​Vacasa (VCSA) appointed Craig Smith, currently the company’s Chief Operating Officer, to the position of Chief Commercial Officer.
  2. Juniper Networks (JNPR) has announced that effective October 17, 2022, Chris Kaddaras will be named Executive Vice President and Chief Revenue Officer.
  3. United Natural Foods (UNFI) announced that Erin Horvath has been appointed to the position of Chief Supply Chain Transformation Officer.
  4. Invivyd (IVVD)  announced the appointment of Fred Driscoll as interim CFO.
  5. Polished.com (POL) announced the appointments of John “Rick” Bunka as interim Chief Executive Officer and Robert “Bob” Barry as interim Chief Financial Officer, effective immediately.
  6. Alector (ALEC) announced the promotion of Clare Hunt to Chief People Officer.

Departures

  1. NeuBase Therapeutics (NBSE)  – Sandra Rojas-Caro, M.D., Head of Research and Development and Chief Medical Officer notified the company of her intent to resign, effective October 28, 2022.
  2. Broadmark Realty Capital (BRMK) announced that David Schneider, Chief Financial Officer, intends to resign.
  3. The Hain Celestial Group (HAIN) Ameet Kumar, Senior Vice President and Chief Accounting Officer informed the company of his intention to resign, effective November 8, 2022.

Disclaimer: Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.

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