InsideArbitrage Event Driven Monitor – October 3, 2022

Quick updates on all six event-driven strategies we follow on InsideArbitrage.

Merger Arbitrage

  1. An NYSE notice indicated that shareholders of Spirit Airlines (SAVE) of record on September 12 would be the only holders able to get a $2.50/share special dividend as part of the original agreement with JetBlue Airways Corporation (JBLU) from late July.
  2. The State Administration for Market Supervision (SAMR) disclosed that Atlas Air Worldwide (AAWW) and Apollo Global Management (APO) filed with SAMR under the simplified procedure. Third parties have until October 9, 2022, to object to the case being treated as simple.
  3. DuPont de Nemours (DD) and Rogers Corporation (ROG) announced that they have received all regulatory approvals required to consummate the merger except for approval, which remains pending, of the State Administration for Market Regulation of China. At the request of SAMR, DuPont recently withdrew and refiled with SAMR the notice of the parties’ planned merger.
  4. Microsoft (MSFT) filed its planned $69 billion purchase of Activision (ATVI) with the European antitrust authority. The authority set a provisional deadline of November 8, 2022, to make a decision on the transaction.
  5. FNOF Precious Honour Limited and Rim Peak Technology Limited to acquire O2Micro International Limited (OIIM) for $73.94 million in a ‘going-private’ transaction. Upon completion of the merger, shareholders of O2Micro International Limited will receive US$5.00 in cash per ADS without interest.
  6. Stealth BioTherapeutics (MITO) announced that Robert Weiskopf, the company’s Chief Financial Officer will be stepping down from his position on September 30, 2022.
  7. The Wall Street Journal reported that Frances F. Townsend, the Chief Compliance Officer of Activision Blizzard (ATVIwill be stepping down from her position.
  8. Steel Connect (STCN) announced that it intends to reconvene the company’s Annual Meeting of Stockholders on October 14, 2022.
  9. Signify Health (SGFY) announced that the special meeting of stockholders will be on October 31, 2022.
  10. Hill International (HIL) announced that the special meeting of stockholders will be held on November 2, 2022.
  11. Hanger (HNGRreceived shareholder approval to be acquired by Patient Square Capital.
  12. Global Blood Therapeutics (GBTreceived shareholder approval to be acquired by Pfizer (PFE). The merger is expected to be completed on October 5, 2022.
  13. Vista Equity Partners and Elliott Investment Management completed the acquisition of Citrix Systems (CTXS).
  14. Allegiance Bancshares and CBTX completed their merger of equals on September 30, 2022.

Deals In The Works

  1. Kennedy Lewis Management delivered a Non-Binding Proposal to the Board of Directors of F45 Training Holdings (FXLV)  to acquire all of the outstanding shares of common stock of F45 Training not already beneficially owned by Kennedy Lewis or other stockholders participating in the proposed transaction, at a price per share equal to $4.00 in cash.
  2. Bloomberg reported that activist investor Irenic Capital Management has built a position in Barnes Group (B) and is pushing for the manufacturer to make board changes and explore a strategic review, including a sale of all or part of the company.

Insider Purchases

  1. James Dondero, President of diversified REIT Nexpoint Diversified Real Estate Trust (NXDT), purchased 50,206 shares at an average price of $12.28 for a total value of $616,530. He purchased these shares through an employee plan.
  2. Jay Farner, the CEO of mortgage originator Rocket Companies (RKT), purchased 62,700 shares at an average price of $6.37 for a total value of $399,705. This purchase was done through an established 10b5-1 plan. A Director also picked up 6,900 shares.
  3. Jefrey Gould, the CEO of apartment REIT BRT Apartments (BRT), picked up 15,036 shares at an average price of $20.12 for a total value of $302,570.
  4. Earl Childress, the Chief Commercial Officer of offshore oil services company Oceaneering International (OII), purchased 10,000 shares at an average price of $7.92 for a total value of $79,157. A Director also picked up 10,731 shares.
  5. J. Alexander Douglas, the CEO of wholesale food company United Natural Foods (UNFI), purchased 2,932 shares at an average price of $33.98 for a total value of $99,629.

SPACs

  1. Deep Medicine Acquisition Corp. (DMAQ) terminated the Business Combination Agreement with Chijet Motor Company.
  2. Asia Innovations Group Limited entered into a definitive merger agreement with Magnum Opus Acquisition Limited (OPA).

Stock Buyback Announcements

  1. Daseke, Inc. (DSKE) announces a $40M stock repurchase program representing 11.4% of its market cap at announcement
  2. X Financial (XYF) upsizes its share repurchase program by $5M representing around 4% of its market cap at announcement.
  3. American Outdoor Brands, Inc. (AOUT) approves a $10M share repurchase program representing around 8.4% of its market cap at announcement.
  4. Limbach Holdings, Inc. (LMB) announces a $2M share repurchase program authorization representing around 2.5% of its market cap at announcement.
  5. DiamondRock Hospitality Company (DRH) announces a $200M share buyback plan representing around 13% of its market cap at announcement.

C-Suite Transitions

Departures

  1. Marcia E. Backus announced that she will step down from her role as Senior Vice President, General Counsel and Chief Compliance Officer of Occidental Petroleum Corporation (OXY).
  2. Frances F. Townsend, the Chief Compliance Officer of Activision Blizzard (ATVIwill be stepping down from her position.
  3. Edward J. Campanella, Senior Executive Vice President, Treasurer and Chief Financial Officer of Arrow Financial Corporation (AROW) resigns.
  4. Elaine Boltz, the Executive Vice President, Chief Operating & Transformation Officer of Crocs (CROX) will be separating from her position with the company.
  5.  The Board of Directors of Avita Medical (RCEL) terminated the employment of Dr. Michael Perry, the company’s President and CEO.
  6. Robert Gagnon notified Verastem (VSTM) of his decision to resign as Chief Business and Financial Officer of the company
  7. Corsair Gaming (CRSR) announced that Gregg Lakritz will cease being principal accounting officer and Chief Accounting Officer of the company.
  8. Momentive Global (MNTV) announced the departure of Justin Coulombe as Chief Financial Officer effective September 30, 2022.
  9. Mark C. Wiggins notified TRACON Pharmaceuticals (TCON) that he was resigning as the company’s Chief Business Officer, effective September 30, 2022.
  10. BlueLinx Holdings (BXC) and Shyam K. Reddy, the company’s Senior Vice President, Chief Legal and Sustainability Officer and Corporate Secretary, entered into a Transition Agreement, pursuant to which, Mr. Reddy will end his employment with the company effective December 31, 2022.
  11. DMC Global (BOOM) entered into a Retirement Agreement with Michael Kuta, its Chief Financial Officer .
  12. Andreas Busch, Ph.D. resigned from his position as Chief Scientific Officer of Cyclerion Therapeutics (CYCN).
  13. Stealth BioTherapeutics (MITO) announced that Robert Weiskopf, the company’s Chief Financial Officer, is leaving the company effective September 30, 2022.
  14. Westport Fuel Systems (WPRT) announced the resignation of its Chief Financial Officer, Richard Orazietti.

Appointments

  1. Royal Philips (PHG) appointed Roy Jakobs as the company’s next President and Chief Executive Officer, effective October 15, 2022, succeeding current President and Chief Executive Officer Frans van Houten.
  2. Robert Larsen appointed as Titan Machinery’s (TITN) Chief Financial Officer and Treasurer, effective December 1, 2022.
  3. Avita Medical (RCEL) appointed James Corbett as the company’s President and CEO.
  4. Forestar (FOR) appointed and promoted Mark S. Walker to the office of Executive Vice President and Chief Operating Officer of the company.
  5. Momentive Global (MNTV) appointed Alexander Lurie as its interim Chief Financial Officer of the company.
  6. Cal-Maine Foods (CALM) named Sherman L. Miller, President and Chief Executive Officer of the company, effective immediately.
  7. Capstone Green Energy Corporation (CGRN) announced the appointment of Celia Fanning to the position of Chief Accounting Officer.
  8. Astra Space (ASTR), announced the appointment of Axel Martinez to Chief Financial Officer

 

 

Disclaimer: I have long positions in Pfizer (PFE), Atlas Air Worldwide (AAWW) and Spirit Airlines (SAVE). 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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