11/5/2026

Turton Capital Issues Ultimatum to South Korea's Golfzon Holdings: Accept County Sale, Return Approximately $186 Million to Shareholders

BigGo Finance (11/05/26)

U.S. investor Turton Capital has called on the board of South Korea's Golfzon Holdings (KOSDAQ: 121440) to accept the sale of Golfzon County and return the proceeds to shareholders. Turton, which holds about 3% of Golfzon Holdings, released a presentation aimed at the board on November 5 and pressed the company to issue a formal response by the 10th. It said that absent a reply, it will supplement its complaint to South Korea's Financial Supervisory Service and exercise shareholder rights at next year's annual general meeting. The dispute centers on a deal signed on the 27th of last month under which MBK Partners agreed to sell 100% of Golfzon County to a consortium of The Sienna Group and CL Asset Management at an enterprise value of about 1.8 trillion won (approximately $1.3 billion). Turton estimates that once the transaction closes, Golfzon Holdings would secure about 250 billion won (approximately $186.2 million) after tax, or roughly 6,500 won (approximately $4.8) per share. That is on par with the 6,700 won (approximately $5) per share offered by largest shareholder SJ Investment Holdings in its tender offer. Turton's demands on the board fall into four main categories. First, it wants the company to abandon its legal strategy to block the sale and complete the transaction on MBK Partners' price and terms. It then calls for a tender offer for the remaining minority shares at a fair value determined by an independent director. Buying out all remaining minority stakes at a book value of 19,310 won (approximately $14) per share would require about 111 billion won (approximately $82.7 million), or 44% of the expected sale proceeds, by Turton's calculation. As an alternative to a tender offer, it proposed distributing the entire sale proceeds as dividends, halting the delisting disclosure, and canceling 9.83% of treasury shares. It also demanded the board disclose when it was offered the acquisition opportunity, when it decided to join the bidding, who approved the deal, and its financing plan. Turton also raised questions about the largest shareholder's tender offer process. It argued that although SJ stated in a revised tender offer filing in August that the largest shareholder side was not involved in the County sale process, Golfzon Holdings was later reported to have taken part in the bidding alongside Warburg Pincus until the final stages. It also said the tender offer did not adequately include the co-sale right (tag-along right) and key information about the sale. It raised concerns about the independence of the advice, noting that Samjong KPMG, which served as financial adviser to the special committee, was reportedly also involved in advising MBK on the sale. "Minority shareholders deserve answers, not excuses," said Ryan Albert, chief executive of Turton Capital. "The amended Commercial Act requires directors to perform their duties for the company and all shareholders and to treat shareholders fairly." The remark calls into question the propriety of the board's decision-making. Golfzon Holdings said on the 28th of last month, the day after the sale agreement, that it "cannot agree" and would pursue all means, including legal action. Turton worries that such a response could delay securing the sale proceeds and undermine shareholder value. Some analysts say the focus of the dispute is shifting from the sale itself to who gets the proceeds and how they are used. Investment banking sources see how convincingly Golfzon Holdings can present the economic benefits of opposing the sale as a key variable in the shareholder conflict ahead. The positions of the main stakeholders are as follows: Turton Capital: Accept the sale, drop legal action, conduct a tender offer for minority shares or pay dividends and cancel treasury shares; Golfzon Holdings: Cannot agree to the sale; reviewing all means, including legal action; MBK Partners: Signed a deal to sell 100% of the stake to a consortium of The Sienna Group and CL Asset Management; and SJ Investment Holdings: Stated in the tender offer process that it was not involved in the sale; later faced allegations of involvement.

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11/5/2026

Gold Fields Puts Question Mark Over Northern Star Bid

Miningmx (11/05/26) Mckay, David

Gold Fields (NYSE: GFI) put a question mark over its proposed $23 billion cash and shares acquisition of Northern Star Resources (ASX: NST), the Australian miner, saying in a third-quarter update on Thursday there was no certainty the deal would be done. “Although we remain open to engagement, there can be no certainty that further engagement with the Northern Star Board will occur, that the proposal will progress, or that a transaction will ultimately be concluded,” said Mike Fraser, CEO of Gold Fields. Speaking to the Australian Financial Review last month, Northern Star’s newly appointed CEO Suresh Vadnagra said the board was open to discussions if Gold Fields improved its offer, which represented a softening of the firm’s earlier position, possibly reflecting the views of Northern Star’s shareholder Elliott Investment Management. Northern Star’s board has also changed, with former Anglo American (LON: AAL) CEO Mark Cutifani joining, while chairman Michael Chaney is due to step down at the firm’s annual general meeting later this month. However, Gold Fields will most likely be required to sweeten its offer, which is currently 15% less at an implied value of A$22.90/share compared to A$27.00/share at the time the offer was made on September 14. “While we see compelling industrial logic and synergy opportunity with the proposed combination, any potential transaction would need to be consistent with our disciplined approach to capital allocation and our clear requirement that the transaction creates compelling value for Gold Fields' shareholders,” said Fraser in comments in the quarter three report. Fraser's comments have the flavor of a boilerplate statement, “... but it also serves notice to Northern Star that their only suitor may move on to other, better things if they don't engage,” said an industry source. Gold Fields stands to become the world's second-largest gold producer if the deal with Northern Star is completed. Combined gold production would be 4.1 million ounces a year, with about 80% of production coming from Australia, North America and Chile. But it will require a significant premium. “Deals of this nature typically require premiums closer to 30%, in our view, which is well above the current 22% proposal,” said Arnold van Graan, an analyst for Nedbank Securities (JSE: NED), in a report last month. “A higher offer is, therefore, quite likely,” he added. Production in Gold Fields' third quarter fell 3% to 605,000 oz owing to a grade decline at Agnew, a mine in Australia, and planned lower production from Salares Norte. The Chile mine made it through a second successive winter without output glitches. In its maiden year, Salares Norte was hamstrung by the early onset of a bitter winter. Despite the decline in output, Gold Fields said it was on beam for the upper end of its full-year production guidance of 2.4 to 2.6 million oz. All-in sustaining costs have been guided to $1,800 to $2,000/oz. Costs have ramped up significantly year-on-year owing to gold price-related royalties and input material inflation such as diesel. But at $1,965/oz for the quarter – 26% higher compared to last year – costs were running to plan, it said. Gold Fields appears to be outperforming on its shareholder returns. Including an interim dividend of $878 million and $215 million in share buy-backs during the quarter, total returns for the nine months stood at $1.11 billion of the $1.25 billion allocated last November when the group unveiled its new capital allocation plans. But net debt more than doubled to $981 million as of September 30 (June 30: $437 million). Net debt as a proportion of adjusted EBITDA stood at 0.13 times. “The balance sheet remains robust,” said Fraser. Gold Fields received a major fillip on November 2 when authorities in Canada approved an environmental permit for its $1.9 billion Windfall project in Québec. Windfall is scoped to produce an average of 300,000 ounces of gold a year over the first 10 to 12 years of its operating life. But the miner remains in the dark regarding the extension of its mining license for Tarkwa, a mine in Ghana. With less than six months left before the current license expires, Gold Fields said on Thursday it was “still awaiting feedback on our proposal and have no confirmed timeframe for this response or any further negotiations.” “Our base case remains that the licenses are extended, albeit with higher royalties,” said Matt Greene, an analyst for Goldman Sachs (NYSE: GS), in a report. But amid “significant uncertainty” Gold Fields said it was considering options. “We continue to consider all options available to us with respect to the renewals, including the exercise of our legal rights under the leases, our Development Agreement and at law,” said Fraser. He added that Gold Fields was also running into “increased levels of regulatory activity at Tarkwa,” suggesting heightened government-related interference in the running of the operation. At 101,000 oz, Tarkwa comprised about 17% of Gold Fields' total third-quarter production.

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11/4/2026

Smith & Nephew Open to Deal for its Orthopaedics Business

The Times (London) (11/04/26) Ralph, Alex

Smith & Nephew (NYSE: SNN) is pursuing a deal for its orthopaedics business, the FTSE 100 group’s largest, opening the way for a potential break-up of one of London’s oldest listed companies. The medical devices group, alongside a cut to full-year forecasts in its third-quarter trading update, confirmed that its board, led by Rupert Soames, is considering strategic options for its orthopaedics business, which is its best-known and includes hip and knee replacement implants. Smith & Nephew confirmed that it had approached Johnson & Johnson (NYSE: JNJ), the U.S. medical group, this year about a possible combination with the U.S. group’s Depuy Synthes business. Talks did not lead to a deal. “We will continue to actively explore the full range of strategic options for the business as we develop the best outcome for our shareholders, patients, customers and colleagues,” Smith & Nephew said. Potential suitors include larger competitors in the United States, where Smith & Nephew is the fourth-biggest player in the orthopaedics market, behind the likes of Stryker, or a private equity buyer. The strategic review follows long-running attempts to turn around the performance of its orthopaedics business. Smith & Nephew has come under greater scrutiny since Cevian Capital, one of Europe’s largest shareholders, first emerged with a large position in the company in 2024. Cevian raised its stake to more than 14% this year, cementing its position as the largest shareholder. Smith & Nephew, one of the world’s biggest and oldest medical equipment manufacturers, is based in Watford and is developing a new research and development and manufacturing facility in Hull, where it traces its roots to a chemist shop founded in 1856. The company is led by Deepak Nath, its American chief executive. Revenue growth this year is expected to be about 3% on an underlying basis, down from a previous forecast of 4% which Smith & Nephew said reflected its outlook for its U.S. hips and knees business in the fourth quarter. Trading profit growth is expected to be about 4%, at about $1.25 billion, compared with previous forecasts of about 8% growth. The downgrade reflects revenue growth of 3.4% to $1.5 billion in the third quarter, when its orthopaedics business returned to growth “despite soft market conditions and continued weak performance in U.S. hips and knees.” The market in the United States has been shifting towards so-called cementless knees and Smith & Nephew is in the early stages of launching its Landmark version, which it said addresses a “major portfolio gap.” The new system is designed to replicate the knee’s natural motion and support a more personalized approach. Nath said the board was not putting a timeframe on the strategic review and did not have a preferred outcome. Analysts at UBS (NYSE: UBS) said investors may be disappointed as the status of the strategic review “does not imply any immediate action, while based on our feedback there was some optimism this would be the case.” Analysts also noted that Smith & Nephew had not reiterated its medium-term revenue or trading profit targets, raising the prospect of a “reset.” Nath said it would update the market on its outlook in February. “We have revised our full-year guidance to reflect the slower growth in U.S. orthopaedics, which we expect to continue through the fourth quarter,” he said. “Despite this, we remain confident in delivering profit growth ahead of revenue growth, together with strong free cash flow and cash conversion.” He added: “We remain focused on improving performance, enhancing operational efficiency and allocating capital to the highest-value opportunities across our business … while continuing to consider all opportunities that could accelerate value creation in the best interests of shareholders.” Analysts at RBC said another guidance downgrade, following a cut at its half-year results in August, “so late in the year after an in line third quarter suggests a substantial cut to management’s fourth quarter expectations” and “will continue to weigh on management’s credibility.” Shares at Smith & Nephew rose 75½p, or 6.8%, to £11.93 in afternoon trading on the London Stock Exchange (LON: LSEG), reversing losses earlier in the session and leaving them down about 4% this year.

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