InsideArbitrage Event Driven Monitor – November 25, 2022

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

Merger Arbitrage

1.  According to Reuters, the U.S. Federal Trade Commission (FTC) is likely to file an antitrust lawsuit to block Microsoft’s (MSFT) takeover bid for Activision Blizzard (ATVI).
2. Altra Industrial Motion (AIMC) and Regal Rexnord Corporation (RRX) filed their preliminary proxy statement. The initial 30-day waiting period, with respect to the HSR Act is scheduled to expire on December 9, 2022, unless otherwise extended. The deal is expected to be completed in the first half of 2023.
3. UserTesting (USER) and Thoma Bravo and Sunstone Partners filed their preliminary proxy statement. The companies made the filings required under the HSR Act on November 9, 2022. Completion of the Merger is further subject to certain regulatory actions by the United Kingdom Competition and Markets Authority (“CMA”) and the Australian Competition and Consumer Commission (“ACCC”). The “Go-Shop Period” ends on December 10, 2022.
4. Brigham Minerals (MNRL) filed a definitive proxy statement, stating that the waiting periods applicable to the consummation of the transactions contemplated by the merger agreement under the HSR Act expired on November 4, 2022. Sitio (STR) and Brigham currently expect to complete the mergers in the first quarter of 2023.

Deal in the Works

1. Vista Equity Partners is exploring an acquisition of Coupa Software (COUP) according to people familiar with the matter.

Insider Purchases

1. Patrick G. Ryan, the CEO of specialty insurance company Ryan Specialty Holdings, Inc. (RYAN), purchased 285,058 shares at an average price of $38.78 totaling $11,054,570. Over the last week he has purchased $53.46 million worth of stock.
2. Franklin M. Berger, a Director of biotech company Rain Therapeutics Inc. (RAIN), purchased 122,000 shares at an average price of $8.10 totaling $987,790.
3. Jay Farner, the Chief Executive Officer of mortgage originator Rocket Companies, Inc. (RKT), purchased 80,600 shares at an average price of $7.44 totaling $599,389. Matthew Rizik, a Director of the company, also purchased 8,700 shares at an average price of $7.43 totaling $64,670.
4. Tobias Lutke, a Director of cryptocurrency brokerage Coinbase Global, Inc. (COIN), purchased 8,974 shares at an average price of $42.35 totaling $380,049.
5. Peter C. Wallace, a Director ofengineered materials company Rogers Corp. (ROG), purchased 3,000 shares at an average price of $100.13 totaling $300,393.
6. John R. Rutherford, a Director of oil & gas midstream company Enterprise Product Partners, L.P. (EPD), purchased 10,000 units at an average price of $24.88 totaling $248,824.
7. Thomas Taira, the President, Special Projects of auto dealership Carvana, Co. (CVNA), purchased 35,000 shares at an average price of $6.86 totaling $240,100. This follows a $1 million purchase by the Chief Product Officer filed Tuesday, which triggered a 19% rally in the stock on Wednesday.
8. Scott B. Helm, a Director of utility Vistra Corp. (VST), purchased 10,000 shares at an average price of $22.86 totaling $228,600.
9. David V. Goeddel, a Director of biotech company NGM Biopharmaceuticals, Inc. (NGM), purchased 40,327 shares at an average price of $5.00 totaling $201,588.
10. Eric J. Ende, a Director of biotech company Avadel Pharmaceuticals PLC (AVDL), purchased 20,000 shares at an average price of $7.80 totaling $156,050.
11. Richard Caring, a Director of private membership network Collective Group Inc. (MCG), purchased 32,281 shares at an average price of $4.71 totaling $152,054.
12. Frank Banko III , a Director of regional bank Embassy Bancorp, Inc. (EMYB), purchased 6,910 shares at an average price of $19.35 totaling $133,709.
13. Shiu Leung Chan, a Director of computer hardware company Super Micro Computer, Inc. (SMCI), purchased 1,525 shares at an average price of $83.50 totaling $127,338.
14. Beat Kahli, a Director of automotive and consumer Electronics company VOXX International Corp (VOXX), purchased 10,000 shares at an average price of $10.77 totaling $107,700.
15. Robert Foley, the Chief Financial Officer of mortgage REIT TPG RE Finance Trust, Inc. (TRTX), purchased 10,000 shares at an average price of $7.05 totaling $70,534.
16. Michael J. Casey, a Director of communication equipment company PowerFleet, Inc. (PWFL), purchased 20,000 shares at an average price of $2.97 totaling $59,356.
17. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 21 shares at an average price of $2,639.14 totaling $55,422.
18. Ralph C. Derrickson, a Director of consulting services company PERFICIENT INC (PRFT), purchased 729 shares at an average price of $68.66 totaling $50,053.
19. Polly A. Murphy, a Director of biotech company Celcuity Inc. (CELC), purchased 5,000 shares at an average price of $9.68 totaling $48,383.
20. Matthew Maxwell Donley, the Ex VP, Internal Operations of biotech company Aurinia Pharmaceuticals Inc. (AUPH), purchased 10,000 shares at an average price of $4.66 totaling $46,600.
21. Jeffrey Keenan, a Director of performance materials company Mativ Holdings, Inc. (MATV), purchased 2,114 shares at an average price of $19.92 totaling $42,111.

SPACs

1.  Tempo Automation (TMPO) completes business combination with ACE Convergence Acquisition (ACEV).
2. NewAmsterdam Pharma Holding (NAMS) completes business combination with Frazier Lifesciences Acquisition Corp. (FLAC).

Spinoffs

1. BitNile Holdings (NILE) announces record date for stock dividend for spinoff of imperalis holding (to be renamed turnongreen). Record date will be December 30, 2022 with a distribution date of January 5, 2023

Stock Buyback Announcements

Update

1. Azenta, Inc. (AZTA)  has entered into an accelerated share repurchase agreement with JP Morgan Chase Bank, N.A. to repurchase $500 million of the Company’s common stock. The ASR was entered into pursuant to the Company’s previously announced $1.5 billion share repurchase authorization. In addition to the ASR, the Company intends to repurchase at least an additional $500 million in common stock over the next year.

C-Suite Transitions

Appointment

1. GAN Limited (GAN) promoted Brian Chang, its current Senior Vice President and Corporate Controller, to Interim Chief Financial Officer.
2. MarketWise (MKTW)  appointed Dr. Stephen Sjuggerud, currently a director of the Company, to serve as interim Chief Executive Officer.
3. monday.com (MNDY) announced the promotion of Yoni Osherov to Chief Revenue Officer.
4. Amedisys (AMED), names Scott Ginn, Executive Vice President and Chief Financial Officer, its Acting Chief Operating Officer.
5. Dentsply Sirona (XRAY) announced that Tony Johnson has been appointed Chief Supply Chain Officer, effective November 28, 2022.
6. Palisade Bio (PALI) appointed Herbert B. Slade, to serve as the Chief Medical Officer.

Departures

1. GAN Limited (GAN) Karen E. Flores, resigns as  Chief Financial Officer, effective November 25, 2022.
2. MarketWise (MKTW) Mark Arnold resigns as Chairman and Chief Executive Officer.
3. TowneBank (TOWN) announced that Brad E. Schwartz, Towne’s President, and Chief Operating Officer, will retire on December 31, 2022.

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