InsideArbitrage Event Driven Monitor – December 13, 2022
Quick updates on the event-driven strategies we follow on InsideArbitrage.
- Horizon Therapeutics Public Limited Company (HZNP) to be acquired by Pillartree Limited, a newly formed private limited company wholly owned by Amgen (AMGN) for $28.3 billion or $116.50 per share in cash.
- Coupa Software Incorporated (COUP) to be acquired by Thoma Bravo for $8 billion or $81 per share in cash.
- Weber (WEBR) to be acquired by BDT Capital Partners LLC for $3.7 billion or $8.05 per share in cash.
- Meridian Bioscience (VIVO) announced that it has entered into a side letter with the buyer, setting the closing date of Meridian’s pending merger for January 31, 2023.
- Imago BioSciences (IMGO) announced that the tender offer launched by Merck (MRK) will expire on January 10, 2023.
- Ayala Pharmaceuticals (AYLA) announced that the special meeting of stockholders will be on January 13, 2023.
Deals in the Works
- Veris Residential (VRE) in its letter, the Board details its unanimous rejection of each of Kushner Companies’ latest unsolicited proposals to acquire Veris Residential, as well as a go-forward process to facilitate constructive dialogue between Veris Residential and Kushner Companies.
- A potential deal we added on October 24, 2022, Weber (WEBR) announced that it accepted a buyout offer from BDT Capital Partners at $8.05 per share.
- A potential deal we added on November 23, 2022, Coupa Software (COUP) confirmed a deal to sell itself to private equity firm Thoma Bravo for $8 billion including debt, or $81 a share.
- A potential deal we added we added on November 29, 2022, Horizon (HZNP) gets acquired by Amgen (AMGN) for $116.50 per share in cash.
- Sameer K. Gandhi,a Director of cloud software company Freshworks Inc. (FRSH), purchased 590,000 shares at an average price of $14.85 totaling $8.76 million. These shares were purchased indirectly through the venture capital firm Accel, which has been involved in funding the company since its series A round in 2011.
- Mark Ein, a Director of the company that owns Soho Houses and The Ned in London, Membership Collective Group Inc. (MCG), purchased 456,936 shares at an average price of $3.91 totaling $1.79 million.
- Jason Marc Adler, a Director of cannabinoid company Cronos Group Inc. (CRON), purchased 291,400 shares at an average price of $2.87 totaling $837,623.
- Steve Klohn, the SVP Chief Information Officer of entertainment company Dave & Buster’s Entertainment, Inc. (PLAY), purchased 14,287 shares at an average price of $35.18 totaling $502,684. The CFO and Chief Marketing Officer also acquired 4,025 and 3,000 shares respectively.
- Jeffrey Keenan, a Director of performance materials company Mativ Holdings, Inc. (MATV), purchased 24,474 shares at an average price of $20.66 totaling $505,706.
- Guy Melamed, the CFO and COO of data security and analytics company Varonis Systems, Inc. (VRNS), purchased 24,400 shares at an average price of $20.50 totaling $500,200.
- Peter Wirth, a Director of biotechnology company Zai Lab Ltd (ZLAB), purchased 4,000 shares at an average price of $71.36 totaling $285,440.
- Todd J. Stein, a Director of healthcare communications provider Spok Holdings, Inc (SPOK), purchased 25,070 shares at an average price of $8.07 totaling $202,190.
- Morris E. Foster, a Director of oil & gas E&P company Comstock Resources, Inc. (CRK), purchased 14,025 shares at an average price of $14.33 totaling $200,978.
- Glenn W. Welling, a Director of coffee company BRC Inc. (BRCC), purchased 25,000 shares at an average price of $6.14 totaling $153,535.
- Edie A. Ames, a Director of restaurant chain Cheesecake Factory, Inc. (CAKE), purchased 4,000 shares at an average price of $32.25 totaling $129,015.
- Rodney W. Lappe, a Director of biotechnology company Design Therapeutics, Inc. (DSGN), purchased 15,000 shares at an average price of $7.96 totaling $119,425.
- Jonathan Gilbert Maurer, the Co-Chief Executive Officer of energy distribution company OPAL Fuels Inc. (OPAL), purchased 15,000 shares at an average price of $7.68 totaling $115,200.
- Robert C. Wonderling, a Director of regional bank Univest Financial Corp (UVSP), purchased 4,000 shares at an average price of $26.70 totaling $106,800.
- Alan W. Lefevre, a Director of multi-level marketer Herbalife Nutrition, Ltd. (HLF), purchased 8,000 shares at an average price of $12.70 totaling $101,600.
- Erik B. Daugbjerg, a Director of oil & gas royalty company Kimbell Royalty Partners, LP (KRP), purchased 6,207 shares at an average price of $16.11 totaling $100,003.
- Vamsi Mohan Raj Pudipeddi, a Director of medical devices company Sonendo, Inc. (SONX), purchased 19,500 shares at an average price of $2.85 totaling $55,575.
- Jeffrey Gould, the President and CEO of multifamily REIT BRT Apartments Corp. (BRT), purchased 2,666 shares at an average price of $20.35 totaling $54,253.
- Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 21 shares at an average price of $2,435.17 totaling $51,139.
- Alex G. Morrison, a Director of Uranium company Energy Fuels, Inc. (UUUU), purchased 8,000 shares at an average price of $6.03 totaling $48,239.
- Gary Mick, the CFO of Six Flags Entertainment Corp (SIX), purchased 1,500 shares at an average price of $20.94 totaling $31,411.
- Philip Austin Singleton, the CEO of boat retailer OneWater Marine Inc. (ONEW), purchased 946 shares at an average price of $31.21 totaling $29,527.
- Bausch Health Cos. (BHC) investors are asking a New Jersey judge to block the healthcare firm’s spinoff of its eye-care business, saying the deal is an improper shifting of company assets to protect them from securities lawsuits.
- GigCapital5 (GIA) and QT Imaging entered into a definitive business combination agreement that would result in QT Imaging becoming a publicly listed company.
- Infinite Reality and Newbury Street Acquisition Corporation (NBST) entered into a definitive Business Combination agreement
- Americas Technology Acquisition Corp. (ATA) mutually agreed to terminate the previously announced Agreement and Plan of Merger.
Stock Buyback Announcements
- Raytheon Technologies’ (RTX) authorized up to $6 billion stock repurchase program. This represents around 4% of its market cap at announcement. The new authorization replaces the company’s previous program, approved on Dec. 7, 2021.
- Kellogg Company (K) has approved a $1.5 billion share repurchase authorization effective from January 1, 2023, through December 31, 2025. This represents around 6% of its market cap at announcement.
- Byline Bancorp, Inc. (BY) has approved a new stock repurchase program that authorizes the company to repurchase up to 1.25 million shares of its outstanding common stock, representing 3.3% of its market cap at announcement.
- Mobile Global Esports Inc. (MGAM) has approved a $1 million share repurchase program. This represents 6.6% of its market cap at announcement.
- Washington Trust Bancorp, Inc. (WASH) adopted a stock repurchase program for 2023 which authorizes the repurchase of up to 850,000 shares, or approximately 5%, of the corporation’s common stock.
- Ceva (CEVA): appoints Gweltaz Toquet, as Chief Commercial Officer effective January 1, 2023
- Momentive Global (MNTV): appoints Rich Sullivan as Chief Financial Officer.
- Rockley Photonics Holdings (RKLY): appoints Richard A. Meier as President and Chief Executive Officer and Chad Becker as interim Chief Financial Officer, effective immediately
- ITT (ITT): announces Lori B. Marino, formerly Deputy General Counsel, will return and assume the role of Senior Vice President & General Counsel effective January 1, 2023.
- Basanite (BASA): appointed Jacqueline Placeres as Chief Financial Officer.
- Holley (HLLY): appoints Jesse Weaver as Chief Financial Officer, effective immediately.
- Alliance Resource Partners, L.P. (ARLP): appoints Cary P. Marshall as Senior Vice President and Chief Financial Officer effective April 1, 2023.
- Chimera Investment (CIM): appoints Phillip J. Kardis II, who currently serves as the company’s Chief Legal Officer, to serve as Chief Executive Officer and Choudhary Yarlagadda and Dan Thakkar as co-Chief Investment Officers.
- Theravance Biopharma (TBPH): appoints Aziz Sawaf as Chief Financial Officer, effective immediately.
- Organon (OGN): appoints Kirke Weaver as General Counsel effective January 1, 2023.
- Enhabit (EHAB): appoints Dylan Black as General Counsel, effective January 2023.
- BayFirst Financial (BAFN): Matthew M. Luckey, Executive Vice President, and Chief Banking Officer resigns.
- ArcBest Corp (ARCB): David Cobb, Vice President, and Chief Financial Officer informed the company that he will be retiring in October 2023.
- New York Times Co (NYT): Roland A. Caputo, Executive Vice President, and Chief Financial Officer informed the Company of his intention to retire next year.
- Rockley Photonics Holdings (RKLY): Dr. Andrew Rickman, resigned from his position as Chief Executive Officer and was appointed Executive Chair and Richard A. Meier resigned as Chief Financial Officer.
- ITT (ITT): announced that, as part of a planned succession process, Mary Beth Gustafsson will step down as the company’s Senior Vice President & General Counsel effective December 31, 2022.
- Basanite (BASA): Lisa Gainsborg, the Chief Financial Officer resigns effective December 15, 2022.
- Holley (HLLY): Stephen Trussell, who has served as the company’s Interim Chief Financial Officer resigns.
- Alliance Resource Partners, L.P. (ARLP): Brian L. Cantrell, current Chief Financial Officer retires.
- Chimera Investment (CIM): Mohit Marria Chief Executive Officer and Chief Investment Officer resigns.
- Finch Therapeutics Group (FNCH): Joseph Vittiglio informed of his resignation as Chief Business and Legal Officer, effective as of December 31, 2022, in order to pursue other professional opportunities.
- Theravance Biopharma (TBPH): Andrew A. Hindman, Senior Vice President and Chief Financial Officer, will transition from the company on December 31, 2022.
- Chesapeake Energy (CHK): Michael A. Wichterich informed the Board his intention to resign as Executive Chairman of the company effective December 31, 2022, and will continue to serve as Chairman of the Board.
- FedNat Holding (FNHC): David K. Patterson, interim Chief Executive Officer resigns.
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