InsideArbitrage Event Driven Monitor – October 28, 2022

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

Merger Arbitrage

1. Elon Musk completes the acquisition of Twitter (TWTR).
2. Altra Industrial Motion (AIMC) to be acquired by Regal Rexnord Corporation (RRX) for $5 billion or $62.00 per share in cash.
3. The acquisition of UserTesting (USER) by Thoma Bravo and Sunstone Partners for $1.3 billion or $7.50 per share in cash.
4. Shareholders of Glory Star New Media Group Holdings Limited (GSMG) approved the company’s merger with Cheers at a special meeting of shareholders.
5. Pzena Investment Management (PZN) announced that its stockholders approved the previously announced take-private transaction with Pzena Investment Management, LLC. The transaction is expected to close on October 31, 2022.
6. The Paper Excellence Group and Resolute Forest Products (RFP) announced their intention to sell Resolute’s Thunder Bay pulp and paper mill to further facilitate the regulatory review process.
7.  Joe Foster, who manages active gold funds at investment firm VanEck, which is Yamana’s biggest shareholder has come out against Gold Fields’ (GFI) proposed takeover of Canada’s Yamana Gold (AUY).
8. Rogers Communications (RCI), Shaw Communications (SJR) and Quebecor issued a statement saying mediation with Canada’s Competition Bureau to settle Rogers’ planned takeover of Shaw has failed.

Deal in the Works

1. According to an 8K filing, AgroFresh Solutions (AGFS) agreed with Paine Schwartz Partners to pursue a transaction pursuant to which Paine Schwartz would acquire all of the outstanding common stock of the company for $3.00 per share in cash.

Insider Purchases

1. Dr. David Goeddel, the Director of biotech NGM Biopharmaceuticals (NGM), purchased 123,820 shares at an average price of $4.81 totaling $595,428. We discussed Dr. Goeddel’s  purchases in our last Insider Weekends article.
2. Daniel Cancelmi, the EVP & Chief Financial Officer of hospital operator Tenet Healthcare (THC), purchased 11,000 shares at an average price of $43.07 totaling $473,770.
3. Tobias Lutke, the Director of cryptocurrency broker Coinbase Global (COIN), purchased 5,573 shares at an average price of $66.96 totaling $373,168. He has been buying shares periodically though an established 10b5-1 plan.
4. Gary Torgow, the Director of regional bank Huntington Bancshares (HBAN), purchased 16,835 shares at an average price of $14.75 totaling $248,385.
5. Byron L. Boston, the CEO and Co-CIO of mortgage REIT Dynex Capital (DX), purchased 14,500 shares at an average price of $11.04 totaling $160,023.
6. Steven A. Brass, the President and CEO of specialty chemicals company WD-40 Co. (WDFC), purchased 632 shares at an average price of $158.16 totaling $99,957.
7. Lee R. Gibson, the President & CEO of regional bank Southside Bancshares (SBSI), purchased 2,000 shares at an average price of $33.22 totaling $66,440. Susan Elaine Anderson, the Director of the company, also purchased 2,000 shares at an average price of $31.36 totaling $62,720. She purchased these shares in her spouse’s IRA.
8. Marjorie Magner, the Director of financial services company Ally Financial Inc. (ALLY), purchased 2,000 shares at an average price of $27.43 totaling $54,868.
9. Wes Cummins, the CEO and Chairman of datacenter operator Applied Blockchain, Inc. (APLD), purchased 20,000 shares at an average price of $2.22 totaling $44,400. He purchased these shares indirectly through B. Riley Asset Management.
10. Murray Hamilton Edwards, the Director of regional bank First Financial Bankshares (FFIN), purchased 1,000 shares at an average price of $37.73 totaling $37,733.
11. Murray Stahl, the Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 14 shares at an average price of $2,143.66 totaling $30,011.

Spinoffs

1. Fortune Brands Home & Security (FBHS), announced it intends to change its name to Fortune Brands Innovations, which will go into effect shortly after the completion of the separation of the Cabinets business.

SPACs

1. Selina (SLNA) and BOA Acquisition Corp. (BOAS) announced the closing of their business combination.

Stock Buyback Announcements

1. WEX Inc. (WEX) authorized an amended share repurchase program of up to $650 million of WEX’s common stock. This amendment indicates an increase of $500 million of common stock and shortens the duration to December 31, 2025, representing about 8% of its market cap at announcement.
2.  Carrier Global Corporation (CARR) announced that its Board of Directors approved a new $2 billion share repurchase program. This represents nearly 6.5% of its market cap at announcement.
3.  AutoNation, Inc. (AN) announced that its Board of Directors authorized the repurchase of up to an additional $1 billion of AutoNation common stock. This represents around 17% of its market cap at announcement.
4.  FirstCash Holdings, Inc. (FCFS) announced the authorization of a new $100 million share repurchase plan, representing around 2.5% of its market cap at announcement.
5.  LKQ Corporation (LKQ) announced a $1 billion increase to the existing share repurchase program and extended the duration through October 25, 2025. This represents around 7% of its market cap at announcement.
6.  Shell plc (SHEL) announces the commencement of a $4 billion share buyback programme covering an aggregate contract term of approximately three months. This represents around 2% of its market cap at announcement.
7.  Baker Hughes (BKR) announced repurchase up to $2 billion of additional common units, increasing its existing share repurchase authorization, which was announced in July 2021, by $2 billion to $4 billion. This represents around 7% of its market cap at announcement. It also declared an increased quarterly cash dividend of $.19 per share of Class A common stock.
8.  Arrow Financial Corporation (AROW) approved a new stock repurchase program of up to $5 million of the Company’s common stock for the 2023 calendar year. This represents around 1% of its market cap at announcement.
9.  Perficient, Inc. (PRFT) expanded the company’s stock repurchase program by $60 million for a total repurchase program of $375 million and extended the expiration date of the program from December 31, 2022 to December 31, 2024. This represents around 2.5% of its market cap at announcement.

C-Suite Transitions

Appointments

1. Simply Good Foods (SMPL) appointed Shaun Mara to serve as its Chief Financial Officer
2. Black Hills Corporation (BKH) announced that  Kimberly F. Nooney to serve as Senior Vice President, Chief Financial Officer, and Treasurer effective April 1, 2023.
3. Merck & Co (MRK) elected Robert M. Davis, Merck’s current Chief Executive Officer and President to serve as Chairman of the Board, effective December 1, 2022.
4. Cassava Sciences (SAVA)  announced the appointment of R. Christopher Cook, as Senior Vice President and General Counsel, effective on or before December 1, 2022.
5. Etsy (ETSY) announced that Rachana Kumar, currently Etsy’s Vice President of Engineering, will assume the role of Chief Technology Officer effective January 1, 2023.
6. Pathward Financial (CASH) announced that Sonja Theisen will succeed Glen W. Herrick as Chief Financial Officer effective as of April 30, 2023.

Departures

1. Simply Good Foods Co  (SMPL) announced that Richard W. Kinzley, Senior Vice President and Chief Financial Officer, will retire from the Company in mid-2023.
2. CRISPR Therapeutics AG (CRSP) Lawrence O. Klein, resigned from his position as Chief Operating Officer.
3. Etsy (ETSY) announced that Michael Fisher will step down from his role as Etsy’s Chief Technology Officer, effective December 31, 2022.
4. TTEC Holdings (TTEC), announced that Regina Paolillo,  Global Chief Operations Officer, is retiring from the company effective December 31, 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.