Special Situations Digest #11

Swiss Water Decaffeinated Coffee entered a cooperation agreement with largest shareholder Properly Investment Company (16.4% stake) to nominate Properly CIO Mark Vendramin to the board alongside six current directors. Properly will vote for the full seven-director slate and other resolutions at the May 21 AGM, while Swiss Water initiates a search for an additional independent director with an international search firm. Settlement with the largest shareholder eliminates proxy contest risk and brings institutional investment expertise to the board through Vendramin's 20+ years in capital markets and corporate finance.

TrueBlue entered into a cooperation agreement with activist investor EHS (Eric H. Su, EHS Management LLC, and EHS Azure). The board will appoint a new independent director mutually agreed upon with EHS by September 30, 2026, with the director's term expiring at the 2027 annual meeting. EHS agreed to support TrueBlue's 2026 director slate and maintain at least 1.0% ownership. Settlement avoids proxy contest while granting activist board representation, creating pathway for operational improvements or strategic review without disruptive public campaign. The activist's 1.0% minimum ownership requirement is relatively low and the new director serves only until 2027, limiting leverage for meaningful change. Board must appoint mutually agreed independent director by September 30, 2026.

Value Base Ltd. and the Zisapel brothers, holding 19.3% of RADCOM shares, formally demanded an extraordinary general meeting to consider Board composition and governance changes under Israeli law. Activist shareholders with nearly one-fifth ownership stake are leveraging Israeli corporate law to force governance changes. The board attempted negotiations but failed to reach agreement, suggesting entrenched resistance to activist proposals that could lead to a prolonged governance dispute.

OraSure Technologies reached a cooperation agreement with activist Altai Capital Management, ending the proxy contest through board appointment and governance concessions. Altai withdraws prior nominations and proposal in exchange for John D. Bertrand appointed as Class II director and company commitment to seek stockholder approval for board declassification at the 2026 annual meeting. Settlement avoids costly proxy fight while giving activist board representation and creating governance changes. Stockholder vote on board declassification at 2026 annual meeting.

Rezolve Ai is escalating its campaign against Commerce.com's board after the company adopted a poison pill defense, planning to encourage shareholders to vote against current directors. Rezolve Ai previously proposed a 2:1 all-stock combination but has not restated specific terms in its latest criticism of the poison pill adoption. Commerce.com trades at $2.96 after a 96% decline from IPO peak while analysts project $232 million in 2026 revenue. The poison pill defense may successfully entrench current management and block value-enhancing transactions. Director election scheduled for May 14, 2026.

Robert MacArthur filed Schedule 13D Amendment No. 3 for Repay Holdings Corp, disclosing beneficial ownership of 11,106,548 shares of Class A common stock. The amendment follows Forager Capital's $4.80 per share acquisition proposal, suggesting MacArthur is positioning for potential proxy contest or value realization as the largest shareholder maintains control. Repay's board has not endorsed the Forager proposal and implemented a poison pill defense, creating execution risk for any value-forcing strategy.

Activist investor Bradley Radoff and Jumana Capital disclosed a combined 7.7% stake in Genesco through a Schedule 13D filing, with the parties agreeing to coordinate activities related to the company. Radoff owns approximately 3.7% of outstanding shares while Jumana Capital holds about 4.0%, totaling 7.7% combined stake. New activist campaign targets footwear retailer with meaningful ownership position that creates leverage to push for management changes or strategic initiatives to unlock shareholder value.

PAR Technology Corporation granted Voss Capital board observer rights, appointing Jon Hook as a non-voting observer to its Board of Directors through a formal agreement executed April 15, 2026. Voss Capital secures formal governance access without full board representation, positioning to influence strategic decisions while maintaining investment flexibility and avoiding regulatory disclosure thresholds that trigger with board seats.

Delpha Construction and PJ Group acquired a 22% stake in BES Engineering Corporation and launched a comprehensive board reform campaign ahead of the May 21, 2026 AGM. Specific acquisition price and timeline not disclosed. This stake positions the activists for potential board control at the upcoming AGM, targeting a company with documented financial irregularities and legal controversies that have weakened incumbent management. BES management may resist the campaign and the activists face execution risk in implementing operational improvements even if they gain board seats. Shareholder vote at AGM on May 21, 2026.

Diana Shipping sent an open letter to Genco Shipping shareholders detailing its proxy contest to elect six independent directors at Genco's 2026 annual meeting. Diana seeks to force board engagement on its fully financed, all-cash $23.50 per share acquisition offer. The 14.8% shareholder escalates. Genco's board argues the offer undervalues the company relative to mean analyst NAV of $25.1 per share.