13D weekly report - September 29, 2025 to october 03, 2025

Khrom Capital urges Acadia Healthcare Company, Inc (ACHC) for Strategic Review and Potential Sale

Key Summary:  On October 1, 2025, Khrom Investments Fund (5.5%) urged Acadia’s board to launch a public strategic review, including a potential sale, citing years of underperformance, poor capital allocation, weak governance, and shareholder frustration.

Market Cap: $2.3 billion | Acadia Healthcare Company, Inc. provides behavioral healthcare services in the United States and Puerto Rico. 

On October 1, 2025, Khrom Investments Fund (5.5%) stated that it plans to engage with the management and board on ways to maximize shareholder value, as outlined in their letter. In the letter, Khrom Capital blasted the company’s decade-long underperformance, poor capital allocation, entrenched board, and weak governance, aligning with Engine Capital’s recent demands but urging more decisive steps. The letter calls for an immediate public strategic review, including a potential sale of all or part of the company, citing credible buyer interest and shareholder frustration evidenced by large “against” votes at the last annual meeting. It criticizes the board’s lack of refreshment, minimal ownership, and failure to implement governance reforms, arguing that ongoing DOJ investigations cannot justify inaction. Khrom warns that if the board resists, it will pursue director nominations and broader shareholder action to enforce accountability.

Hearst Completes Merger with DallasNews (DALN)

Key Summary:  DallasNews agreed to a $14.00 per share cash merger with Hearst on July 9, 2025, but MNG countered with escalating offers—$16.50, $17.50, $18.50, and ultimately $20.00 per share—criticizing the board’s rejection and rights plan while filing a 13D disclosing 9.9% ownership. Proxy advisors backed Hearst’s deal, and by September 17, GAMCO, despite earlier concerns, announced support for Hearst’s revised offer ahead of the September 23 vote. On September 23, 2025, shareholders approved the July 9 merger agreement, and on September 24 Destiny Merger Sub merged into the company, making it a wholly owned Hearst subsidiary.

Market Cap: $84 million | DallasNews Corporation, together with its subsidiaries, publishes and sells newspapers in Texas.

·         On July 9, 2025, DallasNews Corporation agreed to be acquired by Hearst Media West, LLC under a merger agreement providing $14.00 per share in cash.

·         On July 22, 2025, MNG Enterprises submitted a non-binding proposal to acquire all remaining shares at $16.50 per share in cash, a 276%+ premium to the July 9 price and 18%+ above Hearst’s $14.00 offer; MNG and affiliates also filed an initial Schedule 13D disclosing 9.9% ownership and a Joint Filing Agreement with Strategic Investment Opportunities LLC, MNG Investment Holdings LLC, Heath Freeman, and Alden Global Capital LLC.

·         On July 31, 2025, MNG Enterprises, Inc. sent a letter to the Board of Directors of DallasNews Corporation expressing strong disappointment over the board’s outright rejection of MNG’s all-cash acquisition proposal of $16.50 per share, which was higher than the competing $15.00 per share offer from Hearst. MNG criticized the board for refusing to engage in any discussions and for adopting a shareholder rights plan that favored Hearst’s offer, thereby limiting shareholder choice and potentially violating fiduciary duties. Emphasizing their commitment to preserving the print edition of The Dallas Morning News and its local journalistic mission, MNG asserted they are better positioned than Hearst to support the paper’s long-term success. They remain open to constructive dialogue, including working with Robert Decherd, but warned that if the board refuses engagement, they will appeal directly to shareholders to reconsider and accept what MNG claims is the superior offer for the benefit of all stakeholders and the North Texas community.

·         On August 11, 2025, MNG submitted an enhanced proposal to acquire all outstanding shares of the company it does not already own for $17.50 per share in cash, up from its initial $16.50 offer. Source

·         On August 19, 2025, MNG submitted a further enhanced proposal to acquire all outstanding shares of the company it does not already own for $18.50 per share in cash—up from its initial $16.50 offer and its prior $17.50 enhanced proposal. Source

·         On September 10, 2025, GAMCO filed 13D, noting the company’s recent adoption of a 10% poison pill without shareholder approval, which conflicts with its guidelines. GAMCO has not decided how to vote on the September 23 Hearst acquisition but said the pill will factor into its evaluation. Source

·         On September 15, 2025, the company announced that Glass, Lewis & Co. and Institutional Shareholder Services Inc. recommend shareholders vote FOR the Hearst Merger. Source

·         On September 16, 2025, MNG submitted an Improved Proposal Letter to the Board offering $20.00 per share in cash to acquire all outstanding shares it does not already own, representing increases of $3.50, $2.50, and $1.50 per share over its initial ($16.50), enhanced ($17.50), and further enhanced ($18.50) offers, respectively. Source

·         On September 17, 2025, GAMCO (6.08%) stated that on September 10, 2025, they said they were assessing how to vote on the proposed Hearst Communications acquisition at the September 23 special meeting. After the company raised the purchase price on September 15, they concluded the revised terms were more attractive and now intend to support the merger. Source

·         On September 23, 2025, shareholders approved the merger agreement dated July 9, 2025, under which Destiny Merger Sub, a wholly owned subsidiary of Hearst Media West, merged into the company on September 24, 2025, making the company a wholly owned subsidiary of Hearst. Source

Two Seas Capital opposes CoreWeave acquisition of Core Scientific Inc (CORZ)

Key Summary: On August 7, 2025, Two Seas Capital (6.3%) stated that it will vote against Core Scientific’s sale to CoreWeave, calling it undervalued and risky, and plans to rally shareholder opposition.

Market Cap: $4.4 billion | Core Scientific, Inc. provides digital asset mining services in the United States.

·         On August 7, 2025, Two Seas Capital (6.3%) said it will vote against Core Scientific’s proposed sale to CoreWeave, calling the deal undervalued and risky due to its uncollared, all-stock structure. While supportive of a merger in principle, it believes the current terms unfairly favor CoreWeave and plans to urge other shareholders to reject the deal. Source

·         On September 29, 2025, Two Seas Capital filed a definitive proxy statement and issued a letter urging shareholders to vote AGAINST the proposed sale to CoreWeave arguing the $16.50-per-share deal is mispriced, poorly structured, and benefits executives at the expense of shareholders. Source

Broadwood Announces Intent to Vote Against Acquisition of STAAR Surgical (STAA) by Alcon

Key Summary: Broadwood Partners noted progress in STAAR Surgical Company. On Jan 10, 2024 (22.1%), despite a stock price dip, it believed in the company's growth and opposed undervalued acquisitions. It stressed corporate governance and planned to engage for more enhancements and value creation. On March 3, 2025, Broadwood Partners increased its stake to 24.2% and supported the new CEO, aiming for improved profitability and long-term shareholder value. On April 2, 2025, Broadwood Partners raised its stake to 25.4%, backed the new CEO and Interim CFO for their strong track records, and welcomed governance improvements, including separating the CEO and Chair roles and adding Asia-focused directors. On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided and is reviewing the process while exploring alternatives. On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners said it will vote against the deal, citing process and valuation flaws, including Alcon’s earlier higher $55 + $7 CVR offer, no proper market check, and STAAR’s improving fundamentals being ignored. On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research

Market Cap: $1.4 billion | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.

·         On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source

·         On March 3, 2025, Broadwood Partners raised its stake to 24.2% and expressed support for the new CEO, expecting improved profitability and growth, while also engaging with the Board on governance and strategic issues to foster long-term shareholder value. Source

·         On April 2, 2025, Broadwood Partners raised its stake to 25.4% and support the new CEO and Interim CFO, citing their track records, and welcome recent governance improvements, including the separation of CEO and Chair roles and the addition of Asia-focused directors.

·         On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided, seeking records on the merger process and exploring alternative partners or strategies to enhance shareholder value. Source

·         On August 5, 2025, the company announced that it had entered into a definitive merger agreement through which Alcon will acquire the company. On September 2, 2025, Broadwood Partners announced it will vote against Alcon’s proposed acquisition, citing serious process and valuation flaws. Broadwood argued the deal undervalues STAAR, noting Alcon’s earlier, higher $55 + $7 CVR offer, the lack of a proper market check, and that STAAR’s improving fundamentals and cost discipline were ignored when the deal was struck. Source

·         On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research, arguing it is not in shareholders’ best interests. Source

·         On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon, arguing the deal materially undervalues STAAR and results from a flawed process. In an open letter, Yunqi criticized the Board for engaging only with Alcon, limiting competing bids, and adopting an overly pessimistic view of China—STAAR’s key market—despite signs of recovery. While open to a transaction at a fair price, Yunqi urged shareholders to reject the current terms, stressing STAAR’s strong standalone prospects in the global refractive surgery market.

·         On September 24, 2025, the Broadwood Partners filed a definitive proxy statement and GREEN proxy card with the SEC urging shareholders to vote AGAINST the proposed merger and related compensation proposal at the upcoming special meeting. They also issued a press release and letter to stockholders announcing their campaign website, www.LetSTAARShine.com, arguing the merger is suboptimal due to poor timing, a flawed process, and conflicts of interest within the board and management. Source

·         On October 2, 2025, Broadwood Partners issued an investor presentation titled “The Wrong Time, Wrong Process and Wrong Price”.

Past

In 2015, Broadwood Partners disclosed a 2.3% stake and sought a board seat, while it increased its holdings from 17.3% to 21.6%, citing governance and alignment concerns and faith in management. In 2016, Broadwood's stake grew to 27%, recognizing governance improvements but maintaining alignment concerns, emphasizing the need for more progress. In August 2018, holding 24.7%, Broadwood Partners noted substantial company progress under improved management, better results, and increased recognition, acknowledging governance advancements and committing to ongoing dialogue for long-term value. In August 2020, with a 23.6% stake, it reaffirmed its belief in the company's progress, and on January 28, 2021, at 21.5%, expressed satisfaction with ongoing corporate governance enhancements, crediting shareholder-oriented governance since 2014-2016 via shareholder-board dialogue.

Lifeway (LWAY) and Danone signed a Cooperation Agreement

Key Summary:  Since 2021, Edward and Ludmila Smolyansky have consistently pushed for leadership and governance changes at Lifeway Foods, including multiple director nominations, calls to replace CEO Julie Smolyansky, and demands for a strategic review. After a brief settlement in July 2022, tensions resurfaced in 2024 with renewed proxy efforts, legal disputes, and criticisms over insider compensation, governance practices, and rejection of acquisition offers from Danone. By August 2025, Danone, frustrated by failed negotiations and board entrenchment, signaled its intent to support Edward’s campaign to replace the board if a deal isn’t reached. On August 7, 2025, Edward and Ludmila Smolyansky, controlling ~26% of Lifeway Foods, extended the WHITE consent card deadline in their solicitation to September 30, 2025. On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO.

Market Cap: $422 million | Lifeway Foods, Inc. produces and markets probiotic-based products in the United States and internationally.

·         On October 15, 2021, Ludmila Smolyansky, Chairperson of the Board, and Edward Smolyansky, COO of the company, disclosed 38.4% and stated that Edward Smolyansky intends to nominate up to three directors at the 2021 AGM. Source

·         On February 21, 2022, the concerned shareholders (38.2%) notified the Board of their belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On March 11, 2022, Edward Smolyansky notified the corporate secretary of the company of his intent to nominate himself, Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the  Board at the 2022 AGM. As Mr. Smolyansky continues to prepare for a potential proxy contest in connection with the 2022 AGM, he intends to continue to engage in discussions with the Board regarding his belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On July 27, 2022, Edward Smolyansky entered into a settlement agreement with the Company which terminates his potential proxy contest or solicitation with respect to the appointment of new directors to the Board. Pursuant to the Settlement Agreement, the Company has agreed, that (i) the Board will nominate: Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.

·         On February 10, 2023, Ludmila Smolyansky and Edward Smolyansky provided a notice to the Company regarding potential breaches of the Settlement Agreement, dated as of July 27, 2022, as amended, among the Company, Ludmila Smolyansky and Edward Smolyansky (the “Settlement Agreement”). Under the Settlement Agreement, Ludmila Smolyansky’s and Edward Smolyansky’s “standstill” obligations under Section 6 of the Settlement Agreement terminate in the event of a material breach by the Company that is not cured within ten days by the Company. On February 22, 2023, the Company provided a written response, claiming that it had not materially breached the Settlement Agreement, and noting that a committee of the Company’s board of directors had approved the engagement of a nationally recognized financial advisor, and that certain terms of the engagement were being negotiated and remained subject to approval by the committee. Source

·         On May 5, 2023, Mr. Smolyansky again notified the Company, in accordance with the Company’s bylaws, that he intended to nominate seven candidates for election as directors at the 2023 annual meeting.

·         On May 9, 2023, Mr. Smolyansky filed proxy materials seeking support for its nominees.

·         At the AGM held on June 15, 2023, all of the company's director nominees were elected to the Board.

·         On October 26, 2023, Ludmila Smolyansky and Edward Smolyansky (together 31.1%) informed the company. that they are nominating a director in accordance with the Settlement Agreement from July 27, 2022. As per the agreement, the Board must appoint the nominee if approved by the Board and its Audit and Corporate Governance Committee in good faith, with no unreasonable withholding of approval. They also mentioned a second contingent nominee to be considered if the first nominee is not approved by the Board or the Committee. Source

·         On July 18, 2024, Ludmila Smolyansky and Edward Smolyansky (together 8.4%) issued a press release demanding (i) the resignation of Julie Smolyansky, CEO and chairperson of the Company, (ii) the resignation of certain of the Company’s directors, including Jason Scher, Pol Sikar, Jody Levy, Dorri McWhorter and Perfecto Sanchez, (iii) the termination of Jason Burdeen, the Company’s chief of staff, (iv) the adoption of an anti-nepotism policy and (v) an operational and strategic review of the Company.

·         On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. Source

·         On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void. This follows rejected acquisition offers and Lifeway's leadership entrenchment, with Danone alleging shareholder value erosion through unauthorized stock grants and excessive compensation, hinting at potential litigation. Source

·         On February 3, 2025, Ludmila Smolyansky and Edward Smolyansky issued a press release regarding a lawsuit filed against Mr. Smolyansky by Julie Smolyansky, the CEO of the Company and confirming Mrs. Smolyansky and Mr. Smolyansky's goals with respect to the Company's management and board of directors.

·         On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. Danone seeks to have the share issuance rescinded and intends to continue pursuing legal action to enforce its rights under the agreement. Source

·         On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders.

·         On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com

·         On March 28, 2025, Ludmila Smolyansky and Edward Smolyansky filed proxy materials seeking support for their nominees

·         On June 2, 2025, Edward and Ludmila Smolyansky (27%) filed a revised preliminary consent statement seeking to replace Lifeway Foods’ board, citing weak Q1 results and poor governance. Despite a reported EPS increase, they argue earnings were driven by a one-time gain, not core operations. Key concerns include declining operating margins, weak sales, rising expenses, and insider stock sales. They criticized the Board’s handling of Danone’s offer, CEO/Chair Julie Smolyansky’s compensation, and called for independent oversight and strategic review, asserting broad shareholder support for immediate change. Source

·         On July 2, 2025, Edward and Ludmila Smolyansky (23.2%) solicited shareholder consents to replace the board and implement governance reforms. Their four proposals include the Bylaws Restoration Proposal (to repeal any bylaw changes made after March 24, 2023), the Board Removal Proposal (to remove all current directors including CEO Julie Smolyansky), the Director Election Proposal (to elect a new seven-member slate), and the Anti-Nepotism Proposal (to bar employment of any immediate family of the CEO or President). Source

·         On July 29, 2025, Edward and Ludmila Smolyansky urged shareholders to support their consent solicitation to replace the current board. They criticized the board, led by Julie Smolyansky, for rejecting Danone’s 72% premium offer, adopting entrenchment tactics (poison pill, delayed annual meeting), and awarding $8.5M in CEO compensation (94% of 2024 net income). They also flagged insider stock sales and alleged violations of governance policies. Shareholders were urged to submit consents by August 1 to restore accountability and enable independent review of Danone’s offer. Source

·         On August 1, 2025, Danone (22.7%) stated that in September and November 2024, it proposed to acquire Lifeway, but both offers were rejected and no substantive negotiations took place at that time. Discussions resumed in late June 2025 when Lifeway approached Danone to "reset" their relationship, leading to the signing of a confidentiality and limited standstill agreement on August 1, 2025, which restricts certain actions by Danone until at least September 15, 2025, with a possible seven-day extension if negotiations continue. If no acquisition agreement is reached by the standstill expiration date, Danone currently plans to support Edward Smolyansky's efforts to replace Lifeway’s Board. Source

·         On August 7, 2025, Edward and Ludmila Smolyansky, who control ~26% of Lifeway Foods, extended the requested deadline for shareholders to return WHITE consent cards in their ongoing consent solicitation from August 1 to September 30, 2025, while continuing efforts to secure support for their proposals. Source

·         On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. The agreement also stays pending litigation, with Danone waiving certain shareholder rights and agreeing to support the board’s recommended candidates in 2025 and 2026.