InsideArbitrage Event Driven Monitor – December 20, 2022

  • December 20, 2022

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

Merger Arbitrage

  1. Qumu Corporation (QUMU) to be acquired by Enghouse Systems for $6.69 million or $0.90 per share in cash.
  2. Benefitfocus (BNFT) announced that the special meeting of stockholders will be on January 20, 2023. Benefitfocus  and Voya Financial (VOYA) filed certain required information with the Texas Department of Insurance on November 14, 2022 and November 18, 2022. The Texas Department of Insurance has completed its review of those submissions and has issued no objection determinations, thereby satisfying the requirements.
  3. F-star Therapeutics (FSTX) and invoX Pharma extended the tender offer to December 23, 2022, unless further extended. The expiration date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction.
  4. Abiomed (ABMD) announced that the waiting period under the Austrian Cartel Act expired on December 16, 2022. Johnson & Johnson (JNJ) has obtained all regulatory approvals required under the Merger Agreement, and accordingly the Antitrust Clearance Condition has been satisfied. The transaction is expected to be completed on December 22, 2022.
  5. Standard General issued a statement regarding its pending acquisition of TEGNA (TGNA), stating that it has committed to waiving certain contractual rights it would have had as a result of the transaction.
  6. Bloomberg reported that, Luxor Capital Group, a top Ritchie Bros. Auctioneers (RBA) shareholder, which owns about 3.6% of Ritchie Bros. shares is opposing a takeover of IAA Inc. (IAA), a business it calls “distinctly inferior.” Luxor also said that an 18% drop in the company’s share price since the deal was announced Nov. 7 indicates investors’ “clear distaste” for the transaction.
  7. Lakeland Bancorp (LBAI) and Provident Financial Services (PFS) announced that their special meeting of stockholders will be on February 1, 2023. The companies also announced that the initial submissions of regulatory applications with respect to the Federal Reserve Board, the FDIC and the New Jersey Department of Banking and Insurance (NJDOBI) occurred on October 31, 2022.

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. Bryant R. Riley, the Chairman and Co-CEO of mid-market investment bank B. Riley Financial Inc. (RILY), purchased 120,000 shares at an average price of $40.13 totaling $4.82 million.
  2. Anthony Noto, the Chief Executive Officer of fintech company SoFi Technologies, Inc. (SOFI), purchased 525,000 shares at an average price of $4.59 totaling $2.41 million.
  3. David Craig Brown, the Chairman and CEO of global asset management firm Victory Capital Holdings Inc. (VCTR), purchased 60,000 shares at an average price of $26.97 totaling $1.62 million.
  4. Arlen Dale Nordhagen, the Executive Chairman of self-storage REIT National Storage Affiliates Trust (NSA), purchased 33,500 shares at an average price of $36.76 totaling $1.23 million.
  5. Joe E. Kiani, the CEO and Chairman of the Board of medical devices company Masimo Corporation (MASI), purchased 7,040 shares at an average price of $144.79 totaling $1 million.
  6. Richard D. Brannon, a Director of midstream oil and gas company Energy Transfer LP (ET), purchased 80,000 shares at an average price of $11.55 totaling $923,810. These shares were purchased indirectly through B4 Capital Investment.
  7. Jon L. Justesen, a Director of business management company Barrett Business Services Inc. (BBSI), purchased 5,000 shares at an average price of $92.85 totaling $464,250.
  8. William H. Lenehan, the President and CEO of restaurant REIT Four Corners Property Trust Inc. (FCPT), purchased 9,625 shares at an average price of $25.99 totaling $250,154.
  9. Tim Chao-ming Chen, the Chief Executive Officer of personal finance services company Nerdwallet Inc. (NRDS), purchased 26,888 shares at an average price of $9.29 totaling $249,790.
  10. Jeffrey Keenan, a Director of paper and other materials production company Mativ Holdings, Inc. (MATV), purchased 10,399 shares at an average price of $19.98 totaling $207,800.
  11. Raja J. Jubran, a Director of bank holding company FB Financial Corp (FBK), purchased 5,716 shares at an average price of $34.99 totaling $200,003. Another Director purchased 5,000 shares for a total of $175,300.
  12. Christopher O. Blunt, the President & CEO of life insurance and annuities F&G Annuities & Life, Inc. (FG), purchased 10,000 shares at an average price of $19.51 totaling $195,110. F&G was spun out of Fidelity National Financial (FNF) on December 1, 2022.
  13. Alice D. Schroeder, a Director of gold mining company Dakota Gold Corp. (DC), purchased 61,995 shares at an average price of $2.97 totaling $184,405.
  14. David B. Gendell, a Director of electrical infrastructure holding company IES Holdings, Inc. (IESC), purchased 5,000 shares at an average price of $29.19 totaling $145,930.
  15. Glenn W. Welling, a Director of firearms themed coffee company BRC Inc. (BRCC), purchased 20,000 shares at an average price of $6.76 totaling $135,142.
  16. Martin Charles Faulkes, a Director of blood test development company VolitionRX Ltd. (VNRX), purchased 55,000 shares at an average price of $2.10 totaling $115,500.
  17. Gilbert E. Nathan, a Director of specialty alcohol company Alto Ingredients, Inc. (ALTO), purchased 35,000 shares at an average price of $2.71 totaling $94,850. Another Director also purchased 5,000 shares totaling $13,650.
  18. Daniel P. Mcgahn, the Chairman, President and CEO of manufacturing company American Superconductor Corp. (AMSC), purchased 25,000 shares at an average price of $3.49 totaling $87,268. The SVP, CFO, and Treasurer also purchased an additional 15,000 shares for a total of $52,472.
  19. Edmund M. Ingle, the CEO of textile manufacturing company UNIFI Inc. (UFI), purchased 7,500 shares at an average price of $7.80 totaling $58,500.
  20. Ian Jiro Harris, a Director of digital payments company Cantaloupe, Inc. (CTLP), purchased 14,510 shares at an average price of $4.01 totaling $58,135. The CFO also purchased 10,000 shares for a total of $40,000.
  21. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 21 shares at an average price of $2,534.51 totaling $53,225.
  22. Dale A. Sander, the CFO and Chief Corporate Development Officer of biotechnology company Humacyte, Inc. (HUMA), purchased 20,000 shares at an average price of $2.60 totaling $52,000. Laura E. Niklason, the CEO of the company, also purchased 10,000 shares at an average price of $2.54 totaling $25,400.
  23. Magda Marquet, a Director of biotechnology company Arcturus Therapeutics Holdings Inc. (ARCT), purchased 2,222 shares at an average price of $18.00 totaling $39,996.
  24. Joseph E. Reece, a Director of digital advertising company Quotient Technology Inc. (QUOT), purchased 10,000 shares at an average price of $3.11 totaling $31,092.
  25. Sylvia McBrinn, a Director of biotechnology company BioAtla, Inc. (BCAB), purchased 3,700 shares at an average price of $8.33 totaling $30,813.
  26. William Henderson Cameron, a Director of regional bank Live Oak Bancshares, Inc. (LOB), purchased 1,000 shares at an average price of $30.45 totaling $30,445.
  27. Theo Killion, a Director of apparel company Torrid Holdings Inc. (CURV), purchased 10,000 shares at an average price of $2.82 totaling $28,174.

Spinoffs

  1. Jupiter Wellness (JUPW), announced that SRM Entertainment (SRM) has filed a registration statement with the Securities and Exchange Commission to separate the company from Jupiter Wellness. Upon completion of the spin-off, SRM and Jupiter Wellness will be two independent and separate public companies and Jupiter Wellness is expected to remain the majority shareholder of SRM.
  2. iStar (STAR) announced the initial public filing of a Form 10 registration statement with the U.S. Securities and Exchange Commission. The Registration Statement relates to the planned spin-off of Star Holdings (SPHRY) in connection with the previously announced proposed merger between iStar and Safehold (SAFE).

SPACs

  1. AlphaVest Acquisition Corp. priced its $60 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “ATMVU” Tuesday, December 20, 2022.
  2. Unique Logistics International, Inc. signed a definitive agreement and plan of merger with Edify Acquisition Corp. (EAC).
  3. MariaDB (MRDB) announced the completion of its previously announced business combination with Angel Pond Holdings Corporation.

Stock Buyback Announcements

  1. Terex Corporation (TEX) authorized a new share repurchase program of up to $150 million, representing 5.2% of its market cap at announcement. The new authorization is in addition to the share repurchase program announced in July 2018, under which the company has approximately $43 million remaining.
  2. Amerant Bancorp Inc. (AMTB) authorized a new $25 million share repurchase program, effective from January 1, 2023 through December 31, 2023. This represents around 3% of its market cap at announcement.
  3. Fanhua Inc. (FANH) has approved a US$20 million share repurchase program, representing around 4.7% of its market cap at announcement.
  4. Arch Capital Group Ltd. (ACGL) increased share repurchase program to an aggregate of up to $1billion. This new program replaces the Company’s existing share repurchase authorization and represents 4.5% of its market cap at announcement.

C-Suite Transitions

Appointments

  1. Catalent (CTLT): appoints J. Martin Carroll as Chair of the Board, effective as of July 1, 2023.
  2. Flotek Industries (FTK): appoints Bond Clement as Chief Financial Officer.
  3. Cardinal Health (CAH): appoints Aaron Alt as Chief Financial Officer.
  4. ProPetro Holding (PUMP): appoints John J. Mitchell as General Counsel and Corporate Secretary, effective January 1, 2023.
  5. ADC Therapeutics (ADCT): appoints Jose “Pepe” Carmona as Chief Financial Officer.
  6. Vaxart (VXRT): appoints Phillip E. Lee as Chief Financial Officer.
  7. Banc of California (BANC): John Sotoodeh was promoted to Chief Operating Officer, Ido Dotan was promoted to Chief Administrative Officer and Olivia Lindsay was promoted to Chief Risk Officer effective January 1, 2023.
  8. Enfusion (ENFN): appoints Bradley Herring as Chief Financial Officer.
  9. Roku (ROKU): appoints Matthew Banks as Chief Accounting Officer.
  10. Arrow Electronics (ARW): appoints Kim Brown Wilmsen as Chief Information Officer effective January 1, 2023.
  11. Simmons First National Corporation (SFNC): appoints George A. Makris, Jr. as Executive Chairman, Robert A. Fehlman as Chief Executive Officer, and James M. Brogdon as President effective January 1, 2023.
  12. Genesis Energy, L.P. (GEL): appoints Claire Walker as Chief People Officer effective 3 April 2023.

Departures

  1. Catalent (CTLT): John Chiminski Executive Chair of the Board plans to retire effective June 30, 2023.
  2. ShiftPixy (PIXY): Manuel Rivera resigns from his position as Treasurer and Acting Chief Financial Officer.
  3. Vaxart (VXRT): Fuad Ahmad ceased to serve as the company’s Interim Chief Financial Officer.
  4. Banc of California (BANC): Lynn Sullivan, EVP and Chief Risk Officer will retire from those positions effective December 31, 2022.
  5. Enfusion (ENFN): Stephen Dorton Chief Financial Officer, stepped down effective January 6, 2023
  6. Arrow Electronics (ARW): Vincent P. Melvin, SVP, Chief Information Officer transitioned to a new role as Senior Vice President, Digital Platforms effective January 1, 2023.
  7. ProPetro Holding (PUMP): Newton W. Wilson III, retires 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.