InsideArbitrage Event Driven Monitor – December 13, 2022

  • December 13, 2022

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

Merger Arbitrage

  1. 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.
  2. Coupa Software Incorporated (COUP) to be acquired by Thoma Bravo for $8 billion or $81 per share in cash.
  3. Weber (WEBR) to be acquired by BDT Capital Partners LLC for $3.7 billion or $8.05 per share in cash.
  4. 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.
  5. Imago BioSciences (IMGO) announced that the tender offer launched by Merck (MRK) will expire on January 10, 2023.
  6. Ayala Pharmaceuticals (AYLA) announced that the special meeting of stockholders will be on January 13, 2023.

Deals in the Works

  1. 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.
  2. 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.
  3. 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.
  4. 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.

Insider Purchases

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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.
  20. 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.
  21. Gary Mick, the CFO of Six Flags Entertainment Corp (SIX), purchased 1,500 shares at an average price of $20.94 totaling $31,411.
  22. 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.

Spinoffs

  1. 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.

SPACs

  1. GigCapital5 (GIA) and QT Imaging entered into a definitive business combination agreement that would result in QT Imaging becoming a publicly listed company.
  2. Infinite Reality and Newbury Street Acquisition Corporation (NBST) entered into a definitive Business Combination agreement
  3. Americas Technology Acquisition Corp. (ATA) mutually agreed to terminate the previously announced Agreement and Plan of Merger.

Stock Buyback Announcements

  1. 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.
  2. 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.
  3. 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.
  4. Mobile Global Esports Inc. (MGAM) has approved a $1 million share repurchase program. This represents 6.6% of its market cap at announcement.
  5. 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.

C-Suite Transitions

Appointments

  1. Ceva (CEVA): appoints Gweltaz Toquet, as Chief Commercial Officer effective January 1, 2023
  2. Momentive Global (MNTV): appoints Rich Sullivan as Chief Financial Officer.
  3. Rockley Photonics Holdings (RKLY): appoints Richard A. Meier as President and Chief Executive Officer and Chad Becker as interim Chief Financial Officer, effective immediately
  4. 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.
  5. Basanite (BASA): appointed Jacqueline Placeres as Chief Financial Officer.
  6. Holley (HLLY): appoints Jesse Weaver as Chief Financial Officer, effective immediately.
  7. Alliance Resource Partners, L.P. (ARLP): appoints Cary P. Marshall as Senior Vice President and Chief Financial Officer effective April 1, 2023.
  8. 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.
  9. Theravance Biopharma (TBPH): appoints Aziz Sawaf as Chief Financial Officer, effective immediately.
  10. Organon (OGN): appoints Kirke Weaver as General Counsel effective January 1, 2023.
  11. Enhabit (EHAB): appoints Dylan Black as General Counsel, effective January 2023.

Departures

  1. BayFirst Financial (BAFN): Matthew M. Luckey, Executive Vice President, and Chief Banking Officer resigns.
  2. ArcBest Corp (ARCB): David Cobb, Vice President, and Chief Financial Officer informed the company that he will be retiring in October 2023.
  3. 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.
  4. 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.
  5. 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.
  6. Basanite (BASA): Lisa Gainsborg, the Chief Financial Officer resigns effective December 15, 2022.
  7. Holley (HLLY): Stephen Trussell, who has served as the company’s Interim Chief Financial Officer resigns.
  8. Alliance Resource Partners, L.P. (ARLP): Brian L. Cantrell, current Chief Financial Officer retires.
  9. Chimera Investment (CIM): Mohit Marria Chief Executive Officer and Chief Investment Officer resigns.
  10. 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.
  11. Theravance Biopharma (TBPH): Andrew A. Hindman, Senior Vice President and Chief Financial Officer, will transition from the company on December 31, 2022.
  12. 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.
  13. FedNat Holding (FNHC): David K. Patterson, interim Chief Executive Officer resigns.

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.