InsideArbitrage Event Driven Monitor – November 2, 2022

  • November 2, 2022

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

Merger Arbitrage

  1. Abiomed (ABMD) to be acquired by Johnson & Johnson (JNJ) for $16.6 billion. Under the terms of the agreement, shareholders of Abiomed will receive $380.00 per share in cash, along with one non-tradeable CVR that entitles them to up to an additional $35.00 per share in cash if certain clinical and commercial milestones are achieved.
  2. Atlas Corp. (ATCO) to be acquired by Poseidon Acquisition Corp. for $10.9 billion or $15.50 per share in cash.
  3. Benefitfocus (BNFT) to be acquired by Voya Financial (VOYA) for $570 million or $10.50 per share in cash.
  4. DuPont (DD) called off its planned acquisition of Rogers Corporation (ROG), saying it was unable to get timely clearance from regulators.
  5. Pursuant to a request by CFIUS, on October 31, 2022, F-star Therapeutics (FSTX) and invoX Pharma voluntarily withdrew and immediately refiled the Notice in order to provide CFIUS with more time to complete its assessment.
  6. According to Reuters, Washington State Attorney General Bob Ferguson filed a lawsuit on Tuesday to block grocery chain Albertsons (ACI) from paying dividends to shareholders before the closure of its proposed merger with Kroger (KR).
  7. Shareholders of Signify Health (SGFY) approved the company’s merger with CVS Health Corporation (CVS) at a special meeting of shareholders.
  8. Hartree Partners completed the acquisition of Sprague Resources (SRLP).
  9. ProFrac Holding Corp. (PFHC) has completed the acquisition of U.S. Well Services (USWS).
  10. Turquoise Hill Resources (TRQ) announced that pursuant to a request from Rio Tinto International Holdings Limited (RIO), the company has postponed to November 8, 2022, the special meeting of Turquoise Hill shareholders.
  11. Rio Tinto (RIO) reached an agreement with some shareholders who had publicly opposed the sale of Turquoise Hill Resources (TRQ). Pentwater Capital, the largest holder of Turquoise Hill after Rio Tinto, and SailingStone Capital agreed to withhold their votes at the shareholder meeting.

Deal in the Works

  1.  Potential deal Atlas Corp. (ATCO)  announced they have entered into a definitive agreement under which Poseidon will acquire Atlas in an all-cash transaction for an enterprise value of approximately $10.9 billion

Insider Purchases

  1. Herbert A. Allen III, a Director of Coca Cola (KO), purchased 33,200 shares at an average price of $60.18 totaling $2 million.
  2. Matthew Cohn, a Director of regional bank and payments processor (The) Bancorp, Inc. (TBBK), purchased 20,910 shares at an average price of $28.00 totaling $585,379.
  3. Vlad Coric, the Chief Executive Officer of biotech company Biohaven Ltd. (BHVN), purchased 25,800 shares at an average price of $15.97 totaling $411,995.
  4. John M. Nehra, a Director of dialysis services company DaVita Inc. (DVA), purchased 5,000 shares at an average price of $71.14 totaling $355,675.
  5. Beat Kahli, a Director of automotive and consumer Electronics company VOXX International Corp (VOXX), purchased 11,091 shares at an average price of $9.16 totaling $101,594.
  6. Greg D. Carmichael, a Director of hospital operator Encompass Health Corp (EHC), purchased 1,830 shares at an average price of $54.67 totaling $100,046.
  7. Paul M. Aguggia, the Director of regional bank Dime Community Bancshares, Inc. (DCOM), purchased 2,800 shares at an average price of $34.87 totaling $97,633.
  8. Jeffrey M. Johnson, a Director of regional bank Capitol Federal Financial, Inc. (CFFN), purchased 10,000 shares at an average price of $7.59 totaling $75,900.
  9. Michael Massood Jr., a Director of regional bank Columbia Financial, Inc. (CLBK), purchased 2,908 shares at an average price of $20.55 totaling $59,765.
  10. Robert D. Fisher, a Director of regional bank City Holding (CHCO), purchased 201 shares at an average price of $99.37 totaling $19,973. Tracy W. Hylton, another Director of the bank, also purchased 182 shares at an average price of $99.37 totaling $18,085.
  11. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 14 shares at an average price of $2,297.54 totaling $32,165.
  12. Francis Xavier Mccahill, the Director of insurance company Universal Insurance Holdings, Inc. (UVE), purchased 3,000 shares at an average price of $10.17 totaling $30,510.

Spinoffs

  1. XPO (XPO) announced that it has completed the previously announced spin-off of RXO (RXO)
  2. Ligand Pharmaceuticals (LGND) announces completion of OmniAb spin-off. OmniAb begins regular-way trading November 2, 2022 on NASDAQ under the stock ticker symbol “OABI.”

SPACs

  1. WaveTech Group and Welsbach Technology Metals Acquisition Corp. (WTMA) entered into a definitive merger agreement for a proposed business combination.
  2. Breeze Holdings Acquisition Corp. (BREZ) entered into a definitive agreement to merge with TV Ammo, Inc. Following the closing, Breeze Holdings will be renamed “True Velocity, Inc.”
  3. Future Health ESG (FHLT) terminated its combination agreement with medical technology company Excelera Health.
  4. Z-Work Acquisition Corp. (ZWRK) announced that it will dissolve and liquidate its trust due to its inability to complete a business combination.
  5. Natural Order Acquisition Corporation (NOAC) announced that due to its inability to complete a business combination, it intends to dissolve and liquidate its trust.

Stock Buyback Announcements

  1. Lithia Motors, Inc. (LAD) increases share repurchase authorization by $450 million, representing around 8.3% of its market cap at announcement.
  2.  Textainer Group Holdings Limited (TGH) authorized an increase of $100 million to the share repurchase program, representing around 7.2% of its market cap at announcement.
  3.  BP p.l.c. (BP)  intends to execute a $2.5 billion share buyback prior to announcing its fourth-quarter results, bringing total announced share buybacks to $8.5 billion. This represents around 2.5% of its market cap at announcement.
  4. Enact Holdings, Inc. (ACT) has authorized a $75 million share repurchase program representing around 2% of its market cap at announcement. The Board has also declared a special cash dividend of $183 million or $1.12 per share.
  5.  Zynex, Inc. (ZYXI) approved a $10 million additional buyback that represents around 2.2% of its market cap at announcement.
  6.  Silicon Labs (SLAB) has increased the authorization for the repurchase of the company’s common stock by $50 million representing around 1.3% of its market cap at announcement.

C-Suite Transitions

Appointments

  1. KULR Technology Group (KULR) announced the appointment of Dr. William Walker as Chief Technology Officer
  2. LiveVox Holdings (LVOX) announced the appointment of John DiLullo as its Chief Executive Officer
  3. Healthpeak Properties (PEAK) appointed Jeffrey H. Miller, Healthpeak’s Executive Vice President, as General Counsel
  4. ITT Inc. (ITT) appointed Cheryl de Mesa Graziano,  to the role of Vice President and Chief Accounting Officer, effective November 1, 2022.
  5. ModivCare (MODV) confirmed the appointment of L. Heath Sampson as the President and Chief Executive Officer
  6. IperionX Limited (IPX), announced the appointment of Toby Symonds as President
  7. Codexis (CDXS) announced the appointment of Margaret Fitzgerald as Chief Legal Officer and General Counsel, effective immediately

Departures

  1. LiveVox Holdings (LVOX) announced that Louis Summe, Co-Founder and Chief Executive Officer of the company, stepped down from his position as Chief Executive Officer
  2. NN (NNBR) Warren Veltman announced that he will be retiring from his position as President and Chief Executive Officer
  3. Bandwidth (BAND) Marina C. Carreker notified the company that she has decided to resign from her position as President of Bandwidth
  4. Healthpeak Properties (PEAK) Troy E. McHenry, steps down from his position as Chief Legal Officer and General Counsel, effective November 1, 2022.
  5. LCI Industries (LCII) Brian M. Hall, EVP and Chief Financial Officer of LCI Industries, notified his intention to resign from the company.

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.