Special Situations Digest #23

An activist group is attempting to remove directors and address a gold purchase agreement at Besra Gold Inc (BEZ.AX), a gold company listed on the ASX. The company received two s.143 CBCA requisition notices seeking shareholder resolutions. Besra will not convene a special meeting regarding the first notice dated 17 June 2026, as Canadian legal counsel advised it is invalid. The validity of a second notice dated 29 June 2026 remains under legal review. The outcome of this review determines whether a special shareholder meeting proceeds for a board-control fight.

An activist investor (Saba Capital Management) took a 32% stake and controls the board of ASA Gold and Precious Metals Limited (ASA), a closed-end fund providing exposure to precious metals mining equities. On June 30, 2026, the board terminated Merk Investments as the fund's investment manager. Saba proposes to liquidate the precious metals portfolio and convert ASA into a Saba-managed BDC-style vehicle with management and profit-sharing fees. Merk alleges that Saba has an undisclosed conflict of interest by hedging its precious metals exposure in ASA. This exempt solicitation signals a fight over the mandate and tax consequences that directly affect the discount to NAV.

A strategic buyer (GameStop Corp.) has proposed to acquire eBay, Inc. (EBAY), a global online marketplace connecting buyers and sellers of new and used goods, at $125.00 per share. The non-binding proposal, offering 50% cash and 50% GameStop stock at a 46% premium, was rejected by eBay's board on May 12, 2026. GameStop directly owns 4,343,725 shares and holds call options for 39,046,658 additional shares. Following HSR Act clearance on June 3, 2026, GameStop can now physically settle these options to convert economic exposure into voting power. GameStop's CEO withdrew his performance award from the annual meeting agenda to focus on the acquisition. This enables GameStop to leverage its total exposure to approximately 43.4M shares to escalate pressure on the board.

An activist investor (Goldenwise Capital Group Ltd) took a 6.6% stake in Phunware, Inc. (PHUN), a mobile software and blockchain-enabled platform company, and is demanding governance reforms. Goldenwise spent approximately $2,589,688 to acquire 1,354,510 shares and sent an open letter on July 9, 2026, criticizing capital allocation, board compensation, and governance. The activist proposed four director candidates: Shawn Kravetz, Richard Ding, Mona Zhang, and Steve Han. Goldenwise threatened to nominate these candidates and conduct a proxy solicitation at the 2026 Annual Meeting if no resolution is reached. The board's refusal to engage directly signals a contested path, with the 2026 Annual Meeting serving as the next potential flashpoint.

An activist group (Merion Road Capital Management and Blue Hill Advisors) is pushing United Bancorporation of Alabama (UBAB), a $1.4 billion-asset community development financial institution, to implement a $40 million stock buyback. The group, which collectively owns about 2% of outstanding shares, is also demanding expense control and the appointment of one or two independent directors with M&A and capital markets expertise. The demand follows a 46% increase in expenses from full-year 2022 to the 12 months ending March 2026 and a 0.9% CAGR decline in deposits. The bank previously nearly doubled its equity base via a $123 million Treasury Department infusion in 2022. Management will discuss the demands on the August 6 earnings call, which serves as the next forum to signal potential capitulation via a buyback or board refresh.

An activist investor (JANA Partners) took a 6.3% stake in Alkami Technology (ALKT), a developer of cloud-based digital banking software, and is pushing for a sale of the company. JANA holds nearly 6.75 million common shares and uses cash-settled swaps to increase its total economic exposure to over 10%. The investor intends to engage with the board regarding a sale process and references discussions with multiple parties that may be interested in acquiring the business. The filing is unusually direct in encouraging a sale and signaling conviction through the 10%+ economic exposure, leaving the board's response as the next observable catalyst.

Activist investor Joseph Stilwell and related funds secured board representation at Central Plains Bancshares (CPBI) after the company appointed Francis E. Younes on July 7, 2026 and agreed to nominate him for a three-year term at the 2026 annual meeting. On July 9, Stilwell withdrew the Younes nomination and alternate nominee Mark E. Novotny, but no settlement or standstill agreement was disclosed. Dannel R. Garness was separately appointed as an employee director. Stilwell's non-binding proposal remains active and seeks annual repurchases of at least 10% of outstanding shares in each year the stock trades below book value; the group intends to solicit votes for that proposal.

Kimmeridge Energy Management is pressing Devon Energy (DVN) to accelerate sales of non-Permian assets following completion of Devon's all-stock merger with Coterra Energy, which implied an approximately $58 billion combined enterprise value when announced. In its April 28, 2026 letter, 'Time for Action,' Kimmeridge urged the post-merger board to focus the portfolio on the Permian and move decisively on divestitures. Kimmeridge later voted against all director nominees and the executive-compensation proposal at Devon's annual meeting. The public escalation raises the prospect of further shareholder action if asset sales do not accelerate.

An activist investor (Elliott Management) has built a stake in CCC Intelligent Solutions Holdings Inc. (CCC), a software provider for the auto insurance industry. The company is working with an adviser to explore a potential sale, though deliberations are early and the size of Elliott's investment was not disclosed. The engagement is being led by Elliott's private equity team rather than its traditional activist arm. This adds a catalyst to a company that previously explored a sale in 2023, with the private equity team's involvement suggesting a potential take-private evaluation.

Lim Jong-hoon and 11 related persons continued to report 9,334,215 Hanmi Science (008930.KS) shares, or 13.65%, in a July 10, 2026 amendment triggered by new stock-purchase agreements. Lim is a registered executive and member of the controlling family, and the filing states a management-influence purpose; this is an insider and family-control disclosure rather than an external activist position. Lim's disclosed position includes ownership-equivalent rights over 2,353,620 shares sold under nine repurchase agreements with Equities First Holdings Korea, not 13,172,255 shares. The filing should be monitored alongside pending family stake transfers, but the reported group ownership remained 13.65% at filing.