(212) 223-2282 · Subscription Info · Legal · About Us · About Principal Management · Support / Feedback

Investor Communications Network, LLC
User Name:   Password:  
(Optional) Client: Matter:

Breaking news and more: Your media center for shareholder activism and corporate governance.

Carl Icahn has acquired a “large position” in Allergan PLC (AGN) and thrown his support behind the pharmaceutical company’s CEO, Brent Saunders. “We were instrumental in bringing Brent on board as the new CEO of Forest Labs a few years ago and worked cooperatively and constructively with him to help increase value for all Forest shareholders,” Icahn said in a statement on his website on Tuesday. The size of the stake was not immediately disclosed. Allergan said on Tuesday it has no reason to believe the investment was made to influence the actions of management or control of the company. After Saunders was named Forest CEO, the company was acquired by Actavis, which itself grew through acquisitions and last year changed its name to Allergan. Allergan now is one of the world’s largest drug companies. “While we at that time disposed of our position in Forest, we still have always maintained great respect for Brent,” Icahn said. Allergan is set to divest its generics business to Teva Pharmaceuticals for more than $40 billion in cash—a deal Saunders said provides flexibility for transformational merger and acquisition opportunities. That deal, which is expected to close in the near future, will revitalize Allergan's balance sheet.

Tourbillon Capital Partners LP—the largest shareholder in SunOpta Inc. (STKL), with a 9.9% stake—is pressuring the organic food company to sell itself, sources say. The hedge fund is expected to release a public letter Friday urging the company to retain bankers and initiate a sales process. SunOpta shares have plummeted 45% this year, bringing its market value to $330 million. The Toronto-based company's results have not matched high expectations given the fast growth of the organic food business; William Blair analysts said consumption figures were up 2% for the 12 weeks ending May 8, but they had projected 5% growth. Tourbillon is led by Jason Karp, a former employee of Steven A. Cohen's SAC Capital Advisors LP. The $4 billion hedge fund first disclosed a 9.5% stake in SunOpta on Nov. 12, bumping the stock up 11% to $6.28; the shares have since slumped to $3.73 on Friday. Tourbillon's main fund has suffered a 14% loss this year through mid-May, according to an investor document.

MagnaChip Semiconductor (MX) has agreed to install two of Engaged Capital's board candidates as part of a settlement reached on Friday. In exchange, the firm will no longer seek to install four dissident directors to the board. The agreement specifies that Engaged Capital's candidates will join the company as observers before being installed as directors. Glenn Welling's Engaged launched its campaign in July, disclosing a 7.3% stake in the chipmaker and saying its core business could be attractive to prospective strategic buyers or partners. It reportedly gave MagnaChip a year to sell itself or face a proxy contest. Earlier this month, with no apparent deal, Welling moved forward as the deadline approached to nominate directors for the company's 2016 annual meeting. Engaged eventually raised its stake to 11.1%. Along with Pleasant Lake Partners, another firm campaigning at the chipmaker, the two funds formed a significant voting block that likely led to the settlement agreement on Friday. MagnaChip is in the late phases of a sales process, according to a source, and the appointment of Engaged's candidates as observers is part of that process. Welling's installed directors will also sit on MagnaChip's strategic review committee—a key part of the agreement that could push MagnaChip into a sale.

London-based Oceanwood Capital Management LLP is demanding change at Spain's NH Hotel Group, claiming the board's independence has been compromised. The hedge fund has requested that Oceanwood Chairman Charles Mobus and three other directors who represent HNA Group—a Chinese conglomerate that owns 29.5% of NH—step down until the company resolves a conflict of interest related to a recent acquisition. The Chinese corporation last month announced the purchase of Carlson Hotels Inc., a part owner of Rezidor Hotel Group—which is a competitor with NH in Europe. “We perceive a strong conflict of interest in the chairman of the Board of NH having his own company advise HNA on the takeover of a competitor company,” Oceanwood wrote in a letter to the board. Mobus, though not a direct employee of HNA, works for a U.S. advisory firm that acts for HNA. Oceanwood suggested the acquisition of Carlson may influence NH's board when assessing decisions such as hotels to sell from NH's portfolio, expansion through new hotels, or a potential merger between NH and Carlson. Oceanwood owns a 10% stake in NH Hotel Group.

Starboard Value LP on Thursday officially requested a special shareholder meeting to revamp the board at Depomed Inc. (DEPO). In a letter, the investor presented a slate of six director nominees—including its CEO, Jeffrey Smith. “We believe that Depomed is deeply undervalued and significant opportunities exist within the control of management and the board of directors to unlock substantial value,” Starboard wrote. The drugmaker reacted with surprise, considering that it made changes to its bylaws last month in order to empower the investor to call a special meeting. “We are therefore surprised by Starboard's announcement this morning that they not only want to restart the process to call a special meeting, but that they also want to go through a public solicitation to call a special meeting,” Depomed said in a statement. The company added that it would consider Starboard's new requests “in due course.” Starboard, which owns a 9.9% stake in the firm, has argued that the value of Depomed's shares could rise with improved capital deployment, rationalized research and development, and a potential sale. The special shareholder meeting could occur between June 1 and July 25.

Chico's FAS Inc. (CHS), following the launch of a proxy fight by Barington Capital, has revamped its corporate governance structure and proposed yearly board elections. The strategy is aimed at building shareholder support: declassification of a board, rather than staggering members' terms, ensures that directors are held accountable by investors on an annual basis. Although it also would make the company more vulnerable to activist hedge funds seeking a seat, longer-term institutional investors—which hold heavy voting power at annual meetings—view the move positively. Barington, which owns 1.4% of the stock, wants Chico's to reduce what it calls substantial corporate overhead. It has nominated two candidates; Chico's responded on Tuesday that it would nominate two of its own candidates to run for election to the nine-member board. Ken Squire—founder of 13D Monitor, a research service that tracks activist campaigns—noted that Barington is an experienced fund with a reputation for creating value in the retail sector. "They're not going to start a proxy fight unless they're willing to go the distance," he said. Shareholders will vote on the declassification proposal at Chico's annual meeting on July 21.

Abstract News © Copyright 2016 INFORMATION, INC.

Show More
William Ackman, Valeant Investor, Tries Life as an Inside Man
" Wall Street Journal (05/26/16) McNish, Jacquie; Benoit, David"

After firing Valeant Pharmaceuticals International Inc. (VRX) CEO Michael Pearson and joining the board in March, William Ackman—known for pushing change at companies—finds himself on the other end, defending the embattled drug company from attacks on all sides. In his first few months as an insider, he secured backing from banks to avert defaults on Valeant's bank debts and courted a new CEO, Joseph Papa; he and the board also rebuffed an overture from Japanese drug maker Takeda Pharmaceutical Co. and private-equity firm TPG. Early investor feedback looked good: shares rose 7% after Valeant announced Pearson was leaving and Ackman was joining the board, then 15% over the next two days. The stock rose another 8% after reports of hiring Papa. Since then, however, the outlook has changed; and Valeant shares have returned to about the same price when he joined the board.

Web Link
Beware the Fine Print in Boardroom Battles
" Wall Street Journal (05/24/16) Hoffman, Liz"

Sessa Capital’s boardroom battle at Ashford Hospitality Prime (AHP)—tripped up by requirements in the company’s bylaws—demonstrates the importance of the fine print.  Sessa nominated directors for a majority of the board at the hotel owner, and argued a termination fee owed to Ashford’s external manager was preventing the company from pursuing a sale that might benefit stockholders.  Ashford sued Sessa, saying the fund had not complied with Ashford’s rules for director nominations, which require anyone seeking board seats to “describe any plans or proposals” that would result in a sale of the company.  Sessa claimed it did not have any such plans, but a judge ruled differently.  Judge David Godbey of the U.S. District Court in Dallas found that Sessa had discussed a “gameplan” for a sale of the company and changes to Ashford’s bylaws, and he blocked the fund from moving forward with its board nominees.  The decision last week appears to be the first time a judge has invalidated an activist slate for what amounts to foot faults.  The ruling is a big win for Ashford and means Sessa will find itself sidelined for at least a year.

Web Link
Homegrown Hedge Fund Activism Takes Root in Europe
" Financial Times (05/23/16) Fortado, Lindsay"

Homegrown hedge fund activism is steadily growing in Europe.  For European funds—or U.S. funds with European operations—it has been more about engagement than U.S.-style confrontation, and observers say it may be producing better results.  Those activist hedge funds succeeding in Europe have tended to follow the less brash model adopted by Sweden's Cevian Capital: quietly building up significant stakes in public companies and engaging with their management and board members behind the scenes, before taking their demands public.  So far this year, these funds are outperforming their U.S. counterparts: on average, European activist funds have returned 7.6% in the year to date, while U.S.-based funds managed only 0.5%, according to eVestment.  Fund managers argue that the continent is rife with undervalued companies, and that company managements appear generally receptive to having a dialogue with more shareholders willing to support their demands.  In addition to the big names of European activism—Sir Chris Hohn's TCI hedge fund in London, London-based Amber Capital, Cevian and Knight Vinke—there are now some new players from the United States.  Elliott and Southeastern Asset Management have steadily built up substantial practices in London, while ValueAct won a board seat at Rolls-Royce.

Web Link
Activist Investors Have a New Target: Washington
" Wall Street Journal (05/18/16) Benoit, David"

Activist investors have mobilized in a coordinated effort to fight growing attacks on shareholder activism and defend their investment strategy to lawmakers and the public. Dubbed the Council for Investor Rights and Corporate Accountability (Circa), the Washington-based lobbying group brings together Paul Singer, Carl Icahn, Barry Rosenstein, William Ackman, and Daniel Loeb. The lobbying push comes amid debate over the merits of activist investing in the presidential campaign, as well as recent legislation—the Brokaw Act—aimed at activists' ability to purchase stakes and influence companies. Circa's five backers together manage about $90 billion. The group seeks to show that activist investors are spurring a debate about corporate decision making that has the potential to benefit both shareholders and the wider U.S. economy. The activists point to data that show stocks agitated by activists outperform, on average, in three- and five-year periods. They also say their proposals create value for pensioners and other investors and reduce corporate waste.

Web Link
In FBR Proxy Fight, Voce Capital Sees Last Chance to Influence Board
" Wall Street Journal (05/16/16) Benoit, David"

Voce Capital Management on Monday bolstered its proxy fight at FBR & Co. (FBRC), arguing this would be shareholders’ last chance to influence the investment bank’s board and stop insiders from essentially being granted a blocking position. Voce Capital claimed stock buybacks and insider ownership of the stock are working together at FBR to distribute a larger share of voting power to fewer hands. The activist, which has been pressing FBR for a year, has accumulated a 5.2% stake in the bank and is seeking three seats on the board of eight. Voce predicts grants of stock to insiders combined with reductions in outstanding shares will give insiders 24% in aggregate next year; the combined stake is currently at about 13%, and in 2009 was just 1.7%. Voce says the company has previously said it was targeting 30% ownership for insiders, but that in private conversations it stated no intentions to take the bank private. Given that most of the stock increases are through performance grants and not new purchases, Voce believes this is a problem. “The continued tilting of both the numerator (management's growing equity grants) and denominator (the reduction in shares outstanding) in favor of the insiders is transferring control of FBR to them while marginalizing the common shareholders in the process,” Voce wrote. The vote will take place at the annual meeting June 14.

Web Link
Knight Vinke Fund Returns Shine on Darty Investment
" Financial Times (05/13/16)"

Knight Vinke's flagship fund has returned 33.2% so far in 2016, largely due to its position in electrical retailer Darty.  The Monaco-based hedge fund is also considering reinvesting in UBS, according to CEO Eric Knight, after selling its position in the Swiss bank at the close of last year with an overall gain of 95.8%.  The fund is currently focused on gas and power utility E.ON, where it is attempting to convince the board and management to separate its regulated network business from its power generation and supply operations.  Knight called the spinoff of E.ON's conventional power generation business later this year “a very encouraging first step.”  “Although the stock has so far only made a small contribution to the year's performance we expect the investment to perform well during the run-up to the spin-off and will continue to engage constructively with the company,” Knight wrote in a letter to investors.

Web Link

Abstract News © Copyright 2016 INFORMATION, INC.

Show More

Company Search

Company SearchInsert a ticker and see updated financial quote summary, company description and detailed information on any live or recently exited activist campaigns, including the activist’s investment thesis. This feature takes you chronologically through the activist’s 13D filings detailing increases or decreases in holdings and change in average cost per share and summarizing any activist measures taken. Additionally, the chart at the bottom of the page shows the stock price performance and its reaction to each 13D filing. For quick reference, there are links to the activist’s profile and returns history and any letters and agreements the activist has entered into in connection with this investment.

Activist Profile

Activist Profile View a detailed analysis of the activist histories of the 40+ top activists – updated and expanded on a continuous basis. Get detailed analysis on: (i) the returns for each activist investor, including: (A) which activists have outperformed the S&P500 on their individual and aggregated 13D filings, (B) how their returns on live filings compare to their returns on exited filings, and (C) how their returns on filings change when they take significant activist measures; (ii) the average holding periods for each activist investor on all filings, exited filings, live filings and filings where they have taken significant activist measures; and (iii) what activist measures were taken, when they were taken and how the underlying stock reacted to the filing.

This month’s Activist Report: Featured Article

2015/2016: Activist Opportunity, Not Obituary

Previously Featured:

2015 Year-End Activist Statistics

Search Activist Campaigns

Search live and exited filings by Investor, Dates, Market Caps, Industry and Type of Activism (i.e., Proxy fights for board seats, Posion pill issues, Spinoff, etc.). Sort results by date, investors, return on investment, etc. Easy access to link to detailed analysis of activist campaign and any letters or agreements entered into in connection therewith.

Search 13D Monitor Archive

Search FilingsSearch our list of historical 13D Monitor filings. The list contains approximately 4.000 material filings since 2006 and also includes the associated report.

Activist Letters and Agreements

Search our library of activist letters and agreements to find letters sent by activists to Companies, Settlement Agreements, Standstill Agreements, etc. Search this library by filer, company, type of letter or agreement, or any combination thereof.

"Users of this website understand and agree that 13DMonitor.com (“Provider”) does not recommend any security, financial product or instrument, nor does any mention of a particular company in this website or anywhere in the Provider service constitute a recommendation by Provider to buy, sell, or hold that or any other company discussed therein. Users understand and agree that Provider also does not offer or provide any investment advice or opinion regarding the nature, potential, value, suitability or profitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. Users also understand and acknowledge that Provider provides no tax, legal or investment advice, nor does it recommend or make referrals to any persons or entities who provide investment advice. Users also understand and agree that by accessing this website or participating in the Provider service, any information provided therein is not to be used or considered as an offer, or a solicitation of an offer, to buy or sell securities by Provider. Users understand and agree that Provider only distributes information about shareholder activism and notable 13D filings, and such information is not intended to cause user to buy, sell, or hold securities of any company discussed therein. Users also understand and acknowledge that Provider employees are not authorized to give any legal, tax, investment or other advice. Users acknowledge that Provider is not, and user’s access to information through the Provider service will not, cause Provider to be an investment adviser with respect to user."
152 West 57th Street, 41st Floor
New York, NY 10019
Phone: +1 (212) 223-2282
E-mail: 13dmonitor@icomm-net.com
Investor Communications Network © 2013
Legal · About Us · About Principal Management · Subscribe · Support / Feedback