InsideArbitrage Event Driven Monitor – December 6, 2022

  • December 6, 2022

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

Merger Arbitrage

  1. The merger of Salisbury Bancorp (SAL) with NBT Bancorp (NBTB) for $204 million in an all stock deal. Under the terms of the agreement, shareholders of Salisbury Bancorp will receive 0.7450 shares of NBT common stock.
  2. Emclaire Financial (EMCF) and Farmers National Banc (FMNB) received regulatory approvals, including approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, necessary to complete their proposed merger. The Merger is expected to be completed in January of 2023.
  3.  F-star Therapeutics (FSTX) and invoX Pharma extended the expiration date for the tender offer to December 16, 2022. The Offer was previously set to expire on December 2, 2022.
  4. Orthofix Medical (OFIX) disclosed a revised unsolicited takeover indication of interest from two private equity firms for $24 a share, up from a previous offer of $23. The company also said that the SeaSpine (SPNE) merger transaction continues to be in the best interests of Orthofix and its holders.

Deals in the Works

  1. HMI Capital Management, (which owns 4.8% of Coupa), stated in a letter to Coupa’s (COUP) board that it will not support a deal unless it is at the right price and follows a sale process. Coupa Holder HMI says the firm should fetch $95 a share in the sale.
  2. News Corporation (NWS) forms Special Committee to explore a potential combination with Fox Corporation following the receipt of letters from K. Rupert Murdoch and the Murdoch Family Trust, provided an update on the process in response to recent investor inquiries.
  3. Diffusion Pharmaceuticals (DFFN) confirms strategic review process is ongoing and that it had received bids from more than 15 companies participating in review process.
  4. Orthofix Medical (OFIX) disclosed an unsolicited takeover indication of interest from two private equity firms for $24 per share, an increase from a previous offer of $23.

Insider Purchases

  1. Christopher Shackelton, the Chairman of the Board of healthcare services company ModivCare Inc (MODV), purchased 90,743 shares at an average price of $76.09 totaling $6.9 million. These shares were acquired indirectly through Coliseum Capital Management.
  2. Morris Goldfarb, the CEO of apparel manufacturing company G III Apparel Group, LTD. (GIII), purchased 250,000 shares at an average price of $12.54 totaling $3.16 million. Jeffrey David Goldfarb, the Executive Vice President of the company, purchased 19,000 shares at an average price of $12.96 totaling $246,240.
  3. Bryant R. Riley, the Chairman and Co-CEO of mid-market investment bank B. Riley Financial, Inc. (RILY), purchased 51,514 shares at an average price of $43.93 totaling $2.26 million.
  4. Ruth Porat, a Director of asset management company Blackstone Inc. (BX), purchased 20,000 shares at an average price of $83.55 totaling $1.67 million.
  5. Bryan Hill, the Chief Financial Officer of digital banking solutions company Alkami Technology, Inc. (ALKT), purchased 40,000 shares at an average price of $12.97 totaling $518,816.
  6. George Raymond Zage, a Director of social network platform Grindr Inc. (GRND), purchased 70,000 shares at an average price of $6.99 totaling $489,300.
  7. Kevin Michael Fogarty, a Director of energy distribution company OPAL Fuels Inc. (OPAL), purchased 45,000 shares at an average price of $9.48 totaling $426,380.
  8. Robert J. Tierney, a Director of futures and options exchange CME Group, Inc. (CME), purchased 1,500 shares at an average price of $176.55 totaling $264,825.
  9. Sang Young Lee, a Director of regional bank PCB Bancorp (PCB), purchased 12,600 shares at an average price of $18.40 totaling $231,840.
  10. Amal M. Johnson, a Director of apartment REIT Essex Property Trust (ESS), purchased 1,000 shares at an average price of $218.44 totaling $218,440.
  11. Brian P. Lynch, the EVP, CFO of leisure and entertainment company Topgolf Callaway Brands Corp. (MODG), purchased 10,000 shares at an average price of $21.64 totaling $216,422. Oliver G. Brewer, the President and CEO of the company,  also purchased 10,000 shares at an average price of $21.59 totaling $215,899.
  12. Bruce John Essex, a Director of regional bank ChoiceOne Financial Services, Inc. (COFS), purchased 7,409 shares at an average price of $22.69 totaling $168,116.
  13. Julie Richardson, a Director of marketing services company Yext, Inc. (YEXT), purchased 10,000 shares at an average price of $6.13 totaling $61,272.
  14. Murray Stahl, a Director of Texas landowner Texas Pacific Land Corp (TPL), purchased 21 shares at an average price of $2,627.69 totaling $55,181.
  15. David Bharucha, the Chief Medical Officer of biotechnology company Milestone Pharmaceuticals Inc. (MIST), purchased 10,000 shares at an average price of $4.74 totaling $47,410.
  16. Michael T. Putziger, a Director of regional bank Enterprise Bancorp, Inc. (EBTC), purchased 1,141 shares at an average price of $34.93 totaling $39,859.

SPACs

  1. The Flexi Group Holdings and TG Venture Acquisition Corp. (TGVC) entered into a definitive business combination agreement
  2. Circle Internet Financial and Concord Acquisition (CND) announced the mutual termination of their proposed business combination.
  3. Footprint and Gores Holdings VIII (GIIX) mutually agreed to terminate their previously announced merger agreement effective immediately.

Stock Buyback Announcements

  1. Tradeweb Markets Inc. (TW) has approved a $300 million share repurchase program, representing around 2% of its market cap at announcement.
  2. BellRing Brands, Inc. (BRBR) has approved a new $50 million share repurchase authorization, effective from December 5, 2022. This represents 1.4% of its market cap at announcement. As of December 5, 2022, BellRing had repurchased approximately $45 million under its previous $50 million share repurchase authorization.
  3. Natural Alternatives International, Inc. (NAII) authorized a $1 million increase to its stock repurchase plan bringing the total repurchase amount to $19 million. This represents around 2% of its market cap at announcement.

C-Suite Transitions

Appointment

  1. AMC Networks (AMCX): appointed James L. Dolan, the company’s current Chairman of the Board of Directors, as Interim Executive Chairman.
  2. Exagen (XGN): Mark Hazeltine, current Chief Operating Officer was appointed to serve as the Chief Business Officer.
  3. Syndax Pharmaceuticals (SNDX): announced that Steve Sabus will join the company as Chief Commercial Officer
  4. Ligand Pharmaceuticals (LGND): Todd C. Davis was appointed Chief Executive Officer.
  5. VF Corporation (VFC): names Benno Dorer as the Interim President and CEO, effective immediately.
  6. CarParts.com (PRTS) announces Michael Huffaker as Chief Operating Officer.
  7. Fastly (FSLY): Puja Jaspal has joined the company as Chief People Officer.
  8. CBIZ (CBZ): Elizabeth Newman to assume the dual role of Chief Administrative Officer and Chief Human Resources Officer.
  9. Frontdoor (FTDR): appointed Jessica P. Ross as Senior Vice President and Chief Financial Officer.
  10. Aramark (ARMK): appointment of Abigail Charpentier, Chief Human Resources Officer, effective as of January 1, 2023.

Departures

  1. Angi (ANGI): Umang Dua voluntarily stepped down from his position as Chief Revenue Officer.
  2. Exagen (XGN): Debra Zack, M.D., Ph.D., the Company’s Chief Medical Officer, was removed from her position and her employment was terminated in connection with the Reduction in Force.
  3. Gibraltar Industries (ROCK): Patrick M. Burns, Chief Operating Officer,  departs from his position, effective December 30, 2022
  4. Duke Energy Corporation (DUK):  Dhiaa M. Jamil,  Executive Vice President, and Chief Operating Officer, will retire midyear 2023.
  5. Ligand Pharmaceuticals (LGND): John L. Higgins has retired as Chief Executive Officer.
  6. VF Corporation (VFC):  Steve Rendle retires as Chairman, President, and Chief Executive Officer.
  7. iBio (IBIO): Thomas F. Isett, Chief Executive Officer, will resign as a member of the Board and Chief Executive Officer, effective immediately.
  8. Vodafone Group (VOD):  Nick Read, Chief Executive Officer will step down at the end of 2022
  9. Aramark (ARMK): Lynn McKee, Executive Vice President for Human Resources, has announced her intention to retire at the end of this calendar year.

 

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