The Most Important News in Special Situations This Week
  • It’s the season for annual general meetings and several high-profile proxy fights are ongoing. US Foods $USFD appointed two new directors to the board amid a fight with Sachem Head. Kohl’s $KSS criticized Macellum as its sale process with Goldman Sachs continues. Guess $GES is facing a fight with Legion Partners and Ventas $VTR with Land & Buildings.

  • Hasbro $HAS turned down a settlement offer from Alta Fox in their ongoing proxy contest. Alta Fox’s Connor Haley told Yahoo, "It would not surprise me at all if somebody came around and said look, we're gonna bid for the whole company in a hostile way.”

  • An increase in investor activism campaigns is perhaps best epitomized by Carl Icahn, who is waging simultaneous proxy contests at Kroger $KR, McDonald's $MCD and Southwest Gas $SWX. Previously in Q1, Icahn announced settlement agreements w/ Delek $DK and Dana $DAN.

  • Global M&A fell to the tune of double digits in the first quarter, but 90% of the drop in domestic deal volume was attributable to a decrease in SPAC merger activity (see graph below). Evolving dynamics have created pockets of high activity, like in community banks, UK-based companies, real estate, and gaming.

  • Nielsen $NLSN announced its sale to Elliott Management (Evergreen Coast Capital) & Brookfield Business Partners $BBU in a $16bn transaction ($28 / share). Nielsen had previously rejected a $25.40 / share offer and announced a share buyback.

  • M&A is active in the UK: Ted Baker $TED.L rejected two takeover bids by Sycamore (Sycamore has until April 15th to submit a revised proposal) and a second activist investor has emerged in their stock. Pearson $PSO rejected a third proposal from Apollo $APO, ending the private equity firm’s pursuit.

  • Schweitzer-Mauduit $SWM announced an all-stock merger of equals with Neenah $NP, creating a leader in specialty materials. Interestingly, both companies first emerged as public companies by spin-offs from Kimberly-Clark $KMB.

  • UnitedHealth $UNH announced the acquisition of LHC Group $LHCG for $6.4bn. The deal comes amid regulatory concerns regarding UnitedHealth’s pending acquisition of Change Healthcare $CHNG.

  • Busy week in community bank M&A activity with 4 deals: Apollo / Seacoast $SBCF, Bank of Jackson Hole / National Bank Holdings $NBHC, Charter Bankshares / Nicolet $NCBS and Randolph Bancorp $RNDB / Hometown Financial.

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The $HAS stuff is really interesting. I have a smaller, slightly more speculative, position in $HAS. I believe that despite the board snuffing the proposal (which was shocking), the investor base is going to be woken up and question that decision.

Adirondack Retirement Specialists, a Meaningful Shareholder of Hasbro, had the following statement:

"We were dismayed to see media reports indicating that the current Board of Directors rejected what appears to be a step forward toward adding value for Hasbro shareholders via a very reasonable settlement proposal from Alta Fox. If true, it is troubling to us that the current directors would reject a well-researched 2.5% shareholder’s input and candidates who have records of adding value at a time when Hasbro seems to have lost the market’s confidence. The Company’s shares are at a new 52-week low point, and it has a strategy that has led the business to lag the overall market and its major competitor over the past five years. For shareholders, we insist on a strategy that prioritizes the highest and best long-term allocation of capital and resources. In our view, Alta Fox’s proposal takes shareholders toward that goal. We intend to support the entire dissident slate as we believe that would be in the best long-term interests of shareholders if a contested vote is held at the 2022 Annual Meeting of Shareholders."
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