InsideArbitrage Event Driven Monitor – November 1, 2022

  • November 1, 2022

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

Merger Arbitrage

  1. According to Reuters, Canada Federal Court Chief Justice Paul Crampton has directed counsel for Rogers Communication (RCI), Shaw Communications (SJR), and the Competition Bureau to convene for a further case management conference on Tuesday.
  2. Shareholders of U.S. Well Services (USWSapproved the company’s merger with ProFrac Holding (PFHC) at a special meeting of shareholders.
  3. Shareholders of Resolute Forest Products (RFPapproved the company’s merger with The Paper Excellence Group at a special meeting of shareholders.
  4. Global Payments (GPN) announced that it has received Hart-Scott-Rodino clearance in the United States for the acquisition of EVO Payments (EVOP).
  5. Tenneco (TENannounced the expected appointment of Jeff Stafeil as Executive Vice President and Chief Financial Officer, contingent upon the close of the transaction with Apollo Global Management (APO).
  6. Pzena Investment Management completed the acquisition of Pzena Investment Management (PZN).
  7. Renovacor (RCOR) announced that the special meeting of stockholders will be on November 30, 2022.
  8. According to Bloomberg, plans by Albertsons (ACI) to pay $4 billion to shareholders as a special dividend were developed before the company started talking about a potential merger with Kroger (KR), according to a letter from the grocery-store chain to a group of state attorneys general that raised concerns about the payout.
  9. Tenneco (TEN) conditions to closing with respect to antitrust and/or foreign direct investment laws under Tenneco’s merger agreement with Apollo Global Management (APO) have been satisfied or waived in accordance with the terms and conditions of the merger agreement.

Deal in the Works

  1. Sierra Metals (SMTS) confirmed that it received an unsolicited, non-binding letter of intent from Compañia Minera Kolpa S.A.
  2. Argo Group (ARGO) reiterates commitment to evaluating alternatives to maximize shareholder value in the latest press release

Insider Purchases

  1. Amnon Shashua, the CEO and President of autonomous driving technology company Mobileye Global (MBLY), purchased 476,191 shares at an average price of $21 totaling $10 million. Pat Gelsinger, a Director of the company, also purchased 120,000 shares at an average price of $21 totaling $2.52 million. Five other directors also purchased shares in the company’s IPO after it was spun out of Intel.
  2. Vlad Coric, the Chief Executive Officer of biotech company Biohaven (BHVN), purchased 141,930 shares at an average price of $14.84 totaling $2.1 million.
  3. John H. Stone, the President and CEO of security & protection services company Allegion plc (ALLE), purchased 12,500 shares at an average price of $104.45 totaling $1.3 million.
  4. David V. Goeddel, a Director of biotech company NGM Biopharmaceuticals (NGM), purchased 76,877 shares at an average price of $4.86 totaling $373,638.
  5. Steven R. Downing, the President and CEO of Auto Parts company Gentex Corp. (GNTX), purchased 10,000 shares at an average price of $25.74 totaling $257,400.
  6. Thomas A. Amato, the President and CEO of packaging & containers company Trimas Corp. (TRS), purchased 5,000 shares at an average price of $22.37 totaling $111,846. Fabio Leandro Salik, the President of the company, also purchased 4,300 shares at an average price of $23.45 totaling $100,835.
  7. Brian A. Deck, the President & CEO of specialty industrial machinery company John Bean Technologies Corp. (JBT), purchased 1,500 shares at an average price of $90.91 totaling $136,365.
  8. Morris J. Huey, a Director of regional bank Capitol Federal Financial, Inc. (CFFN), purchased 10,345 shares at an average price of $7.87 totaling $81,415. An EVP and another Director also purchased 4,300 and 3,000 shares respectively.
  9. Beat Kahli, a Director of automotive and consumer electronics company VOXX International Corp. (VOXX), purchased 15,000 shares at an average price of $8.81 totaling $132,150.
  10. Timothy C. Carlson, the SVP and CFO of chemicals company Tronox Holdings plc (TROX), purchased 5,000 shares at an average price of $11.88 totaling $59,375. Jeffrey N. Neuman, the SVP, General Counsel & Secretary of the company, also purchased 4,000 shares at an average price of $11.89 totaling $47,560.
  11. Wes Cummins, the CEO and Chairman of datacenter company Applied Blockchain, Inc. (APLD), purchased 40,000 shares at an average price of $2.23 totaling $89,200.
  12. William C. Bryant, a Director of regional bank Bank of the James Financial Group, Inc. (BOTJ), purchased 5,933 shares at an average price of $12.00 totaling $71,195. John R. Alford, a Director of the bank, also purchased 500 shares at an average price of $12.12 totaling $6,060.
  13. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 14 shares at an average price of $2,221.43 totaling $31,100.

Spinoffs

  1. XPO (XPO) intends to spin off its tech-enabled brokered transportation platform in North America as an independent publicly traded company (RXO) on November 1, 2022.

SPACs

  1. WHC Worldwide, doing business as zTrip, and Spree Acquisition Corp. 1 Limited (SHAP), a special purpose acquisition company entered into a business combination agreement.
  2. Intrinsic Medicine, a therapeutics company and Phoenix Biotech Acquisition Corp. (PBAXentered into a definitive business combination agreement.
  3. Perfect Corp. (PERF) and Provident Acquisition Corp. announced the completion of their previously announced business combination.
  4. Coeptis Therapeutics, Inc. (COEPannounced the completion of its business combination with Bull Horn Holdings Corp.
  5. One Equity Partners Open Water I Corp. (OEPW) announced that it has filed a preliminary proxy statement to seek stockholder approval to adopt amendments to its Amended and Restated Certificate of Incorporation to allow the company to redeem all of its outstanding public shares and liquidate no later than December 30, 2022.

Stock Buyback Announcements

  1. LSB Industries (LXU) announces $75 million increase in stock repurchase authorization, representing around 5.4% of its market cap at announcement.
  2. Align Technology, Inc. (ALGN) announced that it has entered into a new accelerated stock repurchase agreement with Goldman Sachs & Co. LLC, to repurchase $200 million of Align’s common stock under Align’s $1 billion stock repurchase program announced on May 13, 2021.
  3. Thermo Fisher Scientific Inc. (TMO) announces $1.0 billion share repurchase program for Q4 2022. This represents about 0.5% of its market cap at announcement. The company also announced that it has entered into a definitive agreement to acquire The Binding Site Group in an all-cash transaction valued at $2.6 billion at current exchange rates.
  4. Varonis Systems, Inc. (VRNS), announced share repurchase program authorization of up to $100 million expected to be completed over the next 12 months. This represents around 3.4% of its market cap at announcement.

C-Suite Transitions

Appointments

  1. Adient (ADNT) current Executive Vice President, Americas, Jerome J. Dorlack, will become Executive Vice President and Chief Financial Officer effective as of December 1, 2022
  2. Peapack-Gladstone Financial Corporation (PGC) and Peapack-Gladstone Bank appointed Frank A. Cavallaro as Chief Financial Officer of the company and the Bank, effective on November 10, 2022.
  3. Ekso Bionics Holdings (EKSO) approved the appointment of Jerome Wong as Chief Financial Officer
  4. Lineage Cell Therapeutics (LCTX) appointed Jill A. Howe as its Chief Financial Officer, effective November 14, 2022.
  5. AMN Healthcare Services (AMN) announced that Cary Grace will join the company on November 28, 2022, as its President and Chief Executive Officer
  6. TuSimple (TSP) announced that Dr. Ersin Yumer, Executive Vice President of Operations, has agreed to serve as interim Chief Executive Officer and President
  7. Albemarle Corporation (ALB), Kristin M. Coleman will join the company as Executive Vice President, General Counsel on November 28, 2022.
  8. Loews Corporation (L) announced that CEO Jonathan (Jon) Tisch will assume the role of Executive Chairman and Alex Tisch will become President and Chief Executive Officer, effective January 1, 2023.

Departures

  1. Adient (ADNT) announced that Jeffrey M. Stafeil will resign as its Executive Vice President and Chief Financial Officer effective as of November 30, 2022
  2. VirTra (VTSI) Danielle De Rosa-Diaz resigned as Chief Financial Officer.
  3. MannKind Corporation (MNKD) Joseph Kocinsky, the company’s Chief Technology Officer, resigns his position
  4. AMN Healthcare Services (AMN) announced that Susan R. Salka  will resign from the company as President and Chief Executive Officer effective November 27, 2022.
  5. TuSimple (TSP) announced that the Board of Directors of the company has terminated Dr. Xiaodi Hou, the Chief Executive Officer, President and Chief Technology Officer and removed from his position as Chairman of the Board.
  6. Albemarle Corporation (ALB), announced that Karen G. Narwold, Executive Vice President, Chief Administrative Officer, General Counsel, will retire from Albemarle effective April 4, 2023.

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.