InsideArbitrage Event Driven Monitor – November 23, 2022

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

Merger Arbitrage

1. AgroFresh Solutions (AGFS) to be acquired by funds affiliated with Paine Schwartz Partners for $585.68 million or $3.00 per share in cash.
2. Meridian Bioscience (VIVO) obtained CFIUS approval and is actively work with the DOJ to resolve the DOJ legal matter. On August 22, they withdrew and resubmitted the merger filing to the FTC and DOJ.
3. Permira and Hellman & Friedman completed the acquisition of Zendesk (ZEN).
4. Tegna (TGNA) extended the end date for its sale to Standard General from November 22, 2022, to February 22, 2023.
5. Harold Hamm completes the acquisition of Continental Resources (CLR) through Omega Acquisition.
6. Brigham Minerals (MNRL) announced that the special meeting of stockholders will be on December 28, 2022.
7. ForgeRock (FORG) was down 1%, after a report that Thoma Bravo plans to pull and refile its merger notice with U.S. antitrust regulators.
8. SeaSpine Holdings Corporation (SPNE) announced that the special meeting of stockholders will be on January 4, 2023.

Deal in the Works

1. Manchester United (MANU), announces that the company’s Board of Directors is commencing a process to explore strategic alternatives for the club.
2. Cancer drugmaker Mirati Therapeutics (MRTX) is attracting fresh takeover interest from large pharmaceutical companies ahead of updates on its drug pipeline, people with knowledge of the matter said.

Update

1. Fortress Investment Group has agreed to help finance Kushner Cos.’ unsolicited $4.3 billion bid to buy rival apartment building owner Veris Residential (VRE), according to a letter from Fortress to Veris’ board.

Insider Purchases

1. Patrick G. Ryan, the CEO of specialty insurance company Ryan Specialty Holdings, Inc. (RYAN), purchased 287,625 shares at an average price of $37.98 totaling $11 million. Over the last week he has already purchased $42.41 million worth of stock.
2. Arik W. Ruchim, a Director of Six Flags Entertainment Corp (SIX), purchased 150,000 shares at an average price of $22.11 totaling $3.32 million. Gary Mick, the CFO of the company, also purchased 7,000 shares at an average price of $22.12 totaling $154,840.
3. Martin E. Franklin, a Director of specialty chemicals company Element Solutions Inc (ESI), purchased 135,000 shares at an average price of $18.90 totaling $2.55 million.
4. Daniel J. Gill, the Chief Product Officer of auto dealership Carvana, Co. (CVNA), purchased 133,000 shares at an average price of $7.62 totaling $1.01 million.
5. Michael L. Hollis, the President of oil and gas company HighPeak Energy, Inc. (HPK), purchased 43,002 shares at an average price of $21.96 totaling $944,443.
6. Harry Sloan, a Director of media and entertainment company Lions Gate Entertainment, Corp. (LGF.B), purchased 100,000 shares at an average price of $6.40 totaling $640,000.
7. Charles K. Cohn, the CEO of online learning and tutoring platform Nerdy Inc. (NRDY), purchased 240,751 shares at an average price of $2.34 totaling $564,439.
8. Michael O. Randolfi, the Executive Vice President, CFO of travel software and services company Sabre Corp (SABR), purchased 100,000 shares at an average price of $4.79 totaling $478,750.
9. William F. Austen, a Director of aluminum fabrication company Arconic Corp (ARNC), purchased 10,000 shares at an average price of $19.84 totaling $198,406.
10. James F. Hinrichs, a Director of medical devices company Outset Medical, Inc. (OM), purchased 7,500 shares at an average price of $17.84 totaling $133,800.
11. Kenneth Sadowsky, a Director of beverages company Vita Coco Company, Inc. (COCO), purchased 10,000 shares at an average price of $10.51 totaling $105,150.
12. Beat Kahli, a Director of automotive and consumer electronics company VOXX International Corp (VOXX), purchased 10,000 shares at an average price of $10.47 totaling $104,700.
13. Jeffrey J. Owens, a Director of engineered materials company Rogers Corp. (ROG), purchased 1,000 shares at an average price of $100.75 totaling $100,750.
14. Jean McClung Nye, a Director of scientific & technical instruments company Keysight Technologies, Inc. (KEYS), purchased 575 shares at an average price of $174.92 totaling $100,579.
15. Henry J. Maier, a Director of freight & logistics company C. H. Robinson Worldwide, Inc. (CHRW), purchased 1,000 shares at an average price of $96.37 totaling $96,367.
16. Lloyd Gregory Ballard, a Director of consumer electronics company Turtle Beach Corp (HEAR), purchased 7,800 shares at an average price of $9.15 totaling $71,370.
17. Joshua Horowitz, a Director of engineering & construction company Limbach Holdings, Inc. (LMB), purchased 6,837 shares at an average price of $9.65 totaling $65,996.
18. Stephen P. Mawer, the Executive Chairman of oil and gas company Calumet Specialty Products Partners, L.P. (CLMT), purchased 3,500 shares at an average price of $16.27 totaling $56,945.
19. Robert B. Anderson, the Executive VP and CFO of regional bank USCB Financial Holdings, Inc. (USCB), purchased 4,000 shares at an average price of $13.40 totaling $53,600.
20. Steven Sell, the CEO & President of medical care facilities operator Agilon Health, Inc. (AGL), purchased 2,900 shares at an average price of $17.14 totaling $49,705.
21. Mark Phillip Laven, a Director of residential swimming pools company Latham Group, Inc. (SWIM), purchased 15,000 shares at an average price of $2.94 totaling $44,060.
22. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 14 shares at an average price of $2,544.64 totaling $35,625.
23. Jeffrey Gould, the President and CEO of apartment REIT BRT Apartments Corp. (BRT), purchased 1,495 shares at an average price of $20.28 totaling $30,325.

SPACs

1. Hyperloop Transportation Technologies and Forest Road Acquisition Corp. II (FRXB) entered into a definitive merger agreement that is expected to result in HyperloopTT becoming a publicly listed company.
2. CIIG Capital Partners II, Inc. (CIIG) and Zapp Electric Vehicles Limited entered into a definitive business combination agreement.
3. Able View Inc. entered into a definitive business combination agreement with Hainan Manaslu Acquisition Corp. (HMAC).
4. Cycurion and Western Acquisition Ventures Corp. (WAVS) entered into a definitive business combination agreement.

Spinoffs

1. Fortune Brands Home & Security (FBHS), announced that its Board of Directors approved the previously announced separation of its cabinets business, MasterBrand, via a tax-free spin-off. The separation is expected to be complete on Wednesday, December 14, 2022.
2. Brookfield Reinsurance (BAMR) announced that it has set a distribution record date of December 2, 2022, for the previously announced special distribution of shares of Brookfield Asset Management Ltd.

Stock Buyback Announcements

1. CVS Health Corporation (CVS) authorized a $10 billion share repurchase program, representing around 8% of its market cap at announcement.
2. Autodesk, Inc. (ADSK) authorized the repurchase of $5 billion of the Company’s common stock, in addition to the approximately 3.8 million shares remaining under previously announced share repurchase programs. This represents around 11% of its market cap at announcement.
3. Gaotu Techedu Inc. (GOTU) authorized a $30 million share repurchase program, representing around 11% of its market cap at announcement.
4. PC Connection, Inc. (CNXN) approved a $25 million increase to Connection’s existing share repurchase authorization, bringing the aggregate size of the program to $80 million, of which $37.7 million remains available. This represents nearly 2% of its market cap at announcement.
5. Actelis Networks, Inc. (ASNS) launched a $1 million share repurchase program. This represents 10.5% of its market cap at announcement.

Update

1. Movado Group, Inc. (MOV) repurchased approximately 209,000 shares during the third quarter of fiscal 2023. As of October 31, 2022, the company had $24.3 million remaining available under the share repurchase program.

C-Suite Transitions

Appointment

1. Ultralife Corporation (ULBI) appointed Michael E. Manna as the Company’s President & CEO
2. Air Transport Services Group (ATSG) Michael L. Berger accepted the newly created position of Chief Strategy Officer
3. Aclaris Therapeutics (ACRS) appoints Douglas Manion, as Chief Executive Officer and Kevin Balthaser as Chief Financial Officer, effective as of January 1, 2023.
4. Teva Pharmaceutical Industries (TEVA), announced that the company’s Board of Directors has appointed Richard Francis as President and Chief Executive Officer, effective January 1, 2023.

Departures

1. Vistagen Therapeutics (VTGN) Dr. Mark A. Smith notified of his intention to depart from the company as Chief Medical Officer, effective December 1, 2022.
2. Air Transport Services Group (ATSG) Michael L. Berger, will cease to serve as the Chief Commercial Officer effective December 5, 2022.
3. Aclaris Therapeutics (ACRS) Dr. Neal Walker is to resign from his position as Chief Executive Officer and Frank  Ruffo will retire from his position as Chief Financial Officer, effective December 31, 2022.
4. Singularity Future Technology (SGLY) Shi Qiu tendered his resignation as Chief Technology Officer

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