InsideArbitrage Event Driven Monitor – December 15, 2022

  • December 15, 2022

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

Merger Arbitrage

  1. Malvern Bancorp (MLVF) to be acquired by First Bank (FRBA) for $149.5 million in a cash plus stock deal. Under the terms of the agreement, shareholders will receive 0.7733 shares of First Bank common stock and $7.80 in cash per each Malvern Bancorp, Inc. common share outstanding.
  2. The merger of The Community Financial Corporation (TCFC) and Shore Bancshares (SHBI) for $254.4 million in an all stock merger of equals. Under the terms of the definitive agreement, holders of TCFC common stock will have the right to receive 2.3287 shares of Shore common stock.
  3. Johnson & Johnson (JNJ) announced that Athos Merger Sub, has extended the expiration date of its offer to acquire all of the outstanding shares of common stock of Abiomed (ABMD) from December 13, 2022 to December 21, 2022.
  4. The California’s Department of Financial Protection and Innovation disclosed on its website that MoneyGram (MGI) received approval from the California’s Department of Financial Protection and Innovation for the planned acquisition by Madison Dearborn Partners.
  5. SeekingAlpha reported that Intel (INTC) and Tower Semiconductor (TSEM) are said to be reviewing potentially asking China for a clock suspension in the antitrust regulator’s review of the acquisition of Tower. The parties are still most likely to pull and refile the deal with China’s State Administration for Marker Regulation.
  6. According to a definitive proxy statement filed, Altra Industrial Motion (AIMC) and Regal Rexnord Corporation (RRX) made the filings required under the HSR Act on November 9, 2022. Regal Rexnord Corporation withdrew its filing on December 9, 2022, and refiled as of December 13, 2022, such that the initial 30-day waiting period is scheduled to expire on January 12, 2023. The special meeting of stockholders of Altra Industrial Motion will be held on January 17, 2023.
  7. Turquoise Hill Resources (TRQ) announced that the Supreme Court of Yukon has granted the final order, pursuant to which Rio Tinto International Holdings Limited (RIO) will acquire Turquoise Hill. The Arrangement is expected to be completed on or about December 16, 2022.
  8. Spirit (SAVE) and JetBlue (JBLU) each received a request for additional information and documentary material (the “Second Request”) from the Antitrust Division of the Department of Justice pursuant to the HSR Act, on September 12, 2022. On December 12, 2022, the companies certified substantial compliance with the Second Request.
  9. Belgium’s Saverys family called for an end to the plan to combine tanker giants Euronav (EURN) and Frontline (FRO). In a letter to the Euronav board, family-controlled shipowner CMB’s chief executive Alexander Saverys called the combination unworkable and value-destructive.

Deal in the Works

  1. A potential deal we added on  April 22, 2022, Vallon Pharmaceuticals (VLON), and GRI Bio (GMVP) announced that they have entered into a definitive agreement.

You can check out new deals, all deal updates and spreads on active deals in our Merger Arbitrage Tool for premium members here.

Insider Purchases

  1. Chad Leroy Meisinger, a Director of self storage REIT National Storage Affiliates Trust (NSA), purchased 55,000 shares at an average price of $39.11 totaling $2.15 million.
  2. Jay Farner, the Chief Executive Officer of mortgage originator Rocket Companies, Inc. (RKT), purchased 71,000 shares at an average price of $8.46 totaling $600,724. Matthew Rizik, a Director of the company, also purchased 7,700 shares at an average price of $8.46 totaling $65,170.
  3. Jason Marc Adler, a Director of cannabinoid company Cronos Group Inc. (CRON), purchased 174,152 shares at an average price of $2.89 totaling $503,958.
  4. Bradley Gray, the President and CEO of medical instruments & supplies company NanoString Technologies Inc (NSTG), purchased 67,661 shares at an average price of $7.38 totaling $499,373. Thomas Bailey, the CFO of the company, also purchased 29,161 shares at an average price of $8.05 totaling $234,746.
  5. Ruffner Page, a Director of regional bank SouthState Corp (SSB), purchased 6,300 shares at an average price of $78.94 totaling $497,322.
  6. Clarence Otis Jr., a Director of apparel manufacturing company VF CORP (VFC), purchased 9,000 shares at an average price of $28.32 totaling $254,873. This follows a purchase by another Director that we reported on yesterday.
  7. Laurence Tarica, a Director of publishing company Gannett Co., Inc. (GCI), purchased 100,000 shares at an average price of $2.25 totaling $225,000.
  8. Jim Barnes, a Director of online auto parts retailer CarParts.com, Inc. (PRTS), purchased 24,600 shares at an average price of $6.12 totaling $150,552.
  9. George D. Milligan, a Director of insurance company United Fire Group, Inc. (UFCS), purchased 4,000 shares at an average price of $26.48 totaling $105,920.
  10. Patrick D. O’Brien, a Director of regional bank Merchants Bancorp (MBIN), purchased 3,700 shares at an average price of $21.00 totaling $77,700.
  11. Thomson Leighton, the Chief Executive Officer of enterprise software company Akamai Technologies, Inc. (AKAM), purchased 828 shares at an average price of $90.78 totaling $75,162.
  12. Jesse Crawford, a Director of claims management company Crawford & Co. (CRDB), purchased 10,000 shares at an average price of $5.63 totaling $56,342.
  13. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 20 shares at an average price of $2,583.02 totaling $51,660.
  14. Jeffrey Gould, the President and CEO of multifamily REIT BRT Apartments Corp. (BRT), purchased 2,115 shares at an average price of $20.10 totaling $42,501.
  15. Susan P. Kennedy, a Director of Southern California landowner Cadiz, Inc. (CDZI), purchased 15,512 shares at an average price of $2.50 totaling $38,780.
  16. Michael John Sullivan, a Director of trucking company Heartland Express, Inc. (HTLD), purchased 2,000 shares at an average price of $16.16 totaling $32,310.
  17. Jeffery L. Ward, the Chief Strategy Officer of regional bank First Citizens Bancshares (FCNCA), purchased 1,600 shares at an average price of $19.93 totaling $31,888.
  18. Edward William Kay, a Director of smart glasses company Vuzix Corp (VUZI), purchased 7,500 shares at an average price of $4.15 totaling $31,125.
  19. Julien G. Patterson, a Director of regional bank Blue Ridge Bankshares, Inc. (BRBS), purchased 2,074 shares at an average price of $13.72 totaling $28,448.

SPACs

  1. Rice Acquisition Corp. II (RONI) and NET Power announced a definitive agreement to enter into a business combination.

Spinoffs

  1. Castor Maritime (CTRM), announced that the distribution to its shareholders of common shares in its newly formed subsidiary Toro Corp. as part of the spin-off announced on November 16, 2022, will be extended from December 15, 2022. The company expects the spin-off and distribution to Castor holders of common shares on the record date of December 6, 2022, to occur by mid-January 2023.

Stock Buyback Announcements

  1. Patrick Industries, Inc. (PATK) authorized an increase in the amount of the company’s common stock that may be acquired over the next 24 months under the current stock repurchase program to $100 million, including the $38.2 million remaining under the previous authorization. This represents 4.4% of its market cap at announcement.
  2. Argan, Inc. (AGX) approved an increase in the company’s existing share repurchase program, from $100 million to $125 million. This represents 5.2% of its market cap at announcement.
  3. Columbia Financial, Inc. (CLBK) has authorized a new stock repurchase program to acquire up to 3 million shares, representing 2.7% of its market cap at announcement, following completion of the company’s existing stock repurchase program.
  4. Eagle Bancorp, Inc.(EGBN) authorized the repurchase of 1.6 million shares of common stock, or approximately 5% of the company’s outstanding shares of common stock. This program starts from January 1, 2023, after the expiration of the current repurchase program on December 31, 2022.
  5. Oppenheimer Holdings Inc. (OPY) approved a share repurchase program that authorizes the Company to purchase up to 543,000 shares of the Company’s Class A non-voting common stock, representing approximately 5% of its market cap at announcement

C-Suite Transitions

Appointments

  1. Centene (CNC): appoints Ken Fasola as President and Jim Murray named Chief Operating Officer
  2. Realty Income (O): appoints Gregory Whyte as Chief Operating Officer, effective January 3, 2023.
  3. M&T Bank Corporation (MTB): announced that Daryl Bible will join as its next Chief Financial Officer in the second quarter of 2023.
  4. Rogers Corporation (ROG): appoints Colin Gouveia as President and Chief Executive Officer.
  5. ATI Physical Therapy (ATIP): appoints Chris Cox as Chief Operating Officer.

Departures

  1. M&T Bank Corporation (MTB): Daren King Chief Financial Officer steps down second quarter of 2023.
  2. FMC Corporation (FMC): Dr. Kathleen Shelton will retire from her position as EVP and Chief Technology Officer effective March 31, 2023.
  3. Centene (CNC): Brent Layton, the company’s current President and Chief Operating Officer transitioned to Senior Advisor
  4. Rogers Corporation (ROG): Bruce Hoechner President and Chief Executive Officer steps down
  5. Philip Morris International (PM): Jorge Insuasty, Chief Life Science Officer steps down
  6. Axon Enterprise (AXON): Luke S. Larson, President, will be returning from medical leave and effective December 31, 2022, and will transition from the role of President to strategic advisor.
  7. Chicago Rivet & Machine Co.  (CVR): announce the passing of Walter W. Morrissey, Chairman and Chief Executive Officer on December 10, 2022.
  8. Insulet Corporation (PODD): Charles Alpuche  Chief Operating Officer informed the company of his decision to retire from this position, effective December 31, 2022.
  9. Veracyte (VCYT): announced Giulia C. Kennedy, Ph.D, Global Chief Scientific Officer and Chief Medical Officer would depart from the company, effective December 31, 2022.

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.