5/26/2026

Ancora Holdings Group Pushes H.B. Fuller to Drop Bid for UK’s AMS

Bloomberg (05/26/26) Sun, Mengqi

Ancora Holdings Group is pushing U.S. adhesives maker H.B. Fuller Co. (NYSE: FUL) to abandon a proposed takeover of UK-based Advanced Medical Solutions Group Plc. (LON: AMS). Ancora, which has taken a stake of more than 2% in H.B. Fuller, is urging the company’s leadership to instead run a full review of strategic alternatives, including a sale of the company or parts of it, according to a letter to H.B. Fuller’s board Tuesday that confirmed a Bloomberg News report. “The prospective acquisition of AMS represents an extremely risky, quasi-transformational international acquisition that is completely out of management’s depth,” Ancora Chairman and Chief Executive Officer Fred DiSanto and Ancora Alternatives President James Chadwick said in the letter dated May 23. A representative for H.B. Fuller couldn’t be reached for comment. A spokesperson for AMS didn’t immediately provide comment. H.B. Fuller has submitted a proposal to buy the maker of tissue-healing medical products for more than £600 million ($809 million), Bloomberg News reported Thursday. The proposal, which values AMS at more than 280 pence a share, is the US company’s latest effort to push into healthcare. H.B. Fuller, a specialty chemical company based in St. Paul, Minnesota, disclosed in a prior regulatory filing that it had made an all-cash offer to AMS on April 30 and is in discussions and a due diligence process. Shares in AMS fell 5.97% to 212.5 pence at 4:54 p.m. in London on Tuesday, giving the company a market value of £580.1 million ($780.1 million). H.B. Fuller fell 0.9% to $58.72 at 11:59 a.m. in New York for a market capitalization of $3.1 billion. In its letter, Ancora questions the affordability, rationale and timing of acquiring AMS. H.B. Fuller’s management said in its most recent earnings call and in one-on-one conversations with Ancora that it would avoid mergers and acquisitions, according to the letter. Ancora contends that buying any business would lower any acquirer’s interest in H.B. Fuller itself, which Ancora said is strong. “We – and presumably many other shareholders – feel completely misled,” DiSanto and Chadwick said in the letter. The “bizarre” AMS deal would increase H.B. Fuller’s leverage ratio and depress its share price, Ancora argues. Ancora said that it will launch a proxy fight at next year’s annual meeting if needed. “As Ancora has repeatedly demonstrated in its engagements over the years, we will fix poor leadership from the inside — or from the outside — once committed to an investment,” DiSanto and Chadwick wrote. “You are welcome to draw us into a fight, but it is hard to remember the last time that worked out well for a corporate leadership team.” Ancora also disclosed in the letter that it had been engaging with H.B. Fuller's management over the course of the spring and has another meeting scheduled for June 10. Ancora has had a run of successes in the past year. In December, Ancora said it was pushing Americold Realty Trust Inc. (NYSE: COLD), a real estate investment trust focused on the cold-storage industry, to explore strategic options. This month, Americold announced a joint-venture deal with private equity firm EQT AB, delivering a share gain of about 40% since Ancora's announcement five months ago. In February, Ancora launched a campaign urging the board of Warner Bros. Discovery Inc. (NASDAQ: WBD) to reject a deal with Netflix Inc. (NASDAQ: NFLX) in favor of a bid with Paramount Skydance Corp. (NASDAQ: PSKY), after amassing a stake in the studio worth about $200 million. While other factors were also in play, Netflix dropped its bid later in the month, leaving Paramount the winner.

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5/25/2026

Kaname Capital Seeks Removal of Japan Drugstore Cawachi’s Chief

Bloomberg (05/25/26) Taniguchi, Takako

Kaname Capital has proposed to Cawachi Ltd. (TYO: 2664) that the Japanese drugstore chain remove President Shinji Kawachi and another executive from its board of directors. The founding family of Cawachi and an affiliated foundation hold more than 40% of the company’s shares, resulting in minority stockholders’ interests being taken lightly, said Nao Makino, a partner at Boston-based Kaname Capital, which holds Cawachi shares. The pharmacy chain, based in Tochigi prefecture northeast of Tokyo, needs to consider new management steps as competition intensifies in Japan’s drugstore industry, he said. Makino confirmed that the fund submitted shareholder proposals. “The time has come for the company to seriously consider ways to survive,” Makino said by phone. “It can also think about integrating its operations with another company, if the new management opts for that.” He added that if the founding family wants to continue to control the firm, it should consider going private because staying listed is “meaningless.” Cawachi shares jumped as much as 5.9% in afternoon trading to ¥3,305 after the Bloomberg story ran. Makino said that based on Kaname's calculations, if Cawachi carries out reforms such as gaining independence from the Kawachi family and improving operations, the stock price could reach ¥12,500 in three years, based on Kaname forecasts that book value per share would rise to ¥7,200. Kaname’s proposals are the latest sign that investors have become more aggressive in pushing for changes from Japanese companies’ management, including calling for executives to step down. Ahead of Japan’s peak season for annual shareholder meetings in late June, activists have already submitted 104 proposals to Japanese companies this year as of May 22, 25% more than a year earlier, when such investors ended up presenting a record 176 proposals, according to Bloomberg Intelligence data. The fund also called on Cawachi to reduce the term in office for board directors to one year from two years to make the management more accountable to shareholders, according to proposals submitted to the company. Those are slated to be voted on at Cawachi’s annual general meeting scheduled for June 11. Cawachi has stated its opposition to both proposals. Company representatives weren’t immediately available to comment further. Kaname Capital said its stake in Cawachi is under 4% and it’s held the shares for less than two years.

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5/23/2026

Uber Proposes Delivery Hero Takeover at €10 Billion Valuation

Bloomberg (05/23/26) Cullen, Angela; Lung, Natalie; Lee, Vincent

Uber Technologies Inc. (NYSE: UBER) has offered to take over Delivery Hero SE (OTCMKTS: DELHY) in a deal that would value the German delivery company at about €10 billion ($11.6 billion) as it seeks to ramp up competition with DoorDash Inc. (NASDAQ: DASH) outside the United States. Delivery Hero received an approach from Uber for €33 per share, and “remains fully focused on executing its strategic review process,” the Berlin-based company said in a statement on Saturday. That price is three cents higher than Delivery Hero’s closing share price on Thursday, the day before Bloomberg News first reported the talks. Uber, which owns 20% of Delivery Hero, would be on the hook for about €8 billion under those terms. The U.S. company also has options for another 5.6% of shares, it disclosed on Monday. Delivery Hero has been conducting a strategic review of its assets following pressure from shareholders. The food delivery business is consolidating globally, driven by slowing growth and heavy competition, and a number of Delivery Hero’s peers in Europe have been engaged. DoorDash, a dominant player in the restaurant delivery market in the United States, agreed to buy the UK’s Deliveroo Plc last year. Months earlier, Prosus (PRX.AS) announced plans to buy Just Eat Takeaway.com NV in the Netherlands. The Financial Times reported earlier on Saturday that Uber’s offer was rebuffed, with some investors seeking an offer exceeding €40 per share. Delivery Hero shares rose 1.9% to close at €33.59 on Friday. The stock has gained 48% this year, fueled in part by speculation of asset disposals and a takeover attempt by Uber. The absence of a premium may pose an opportunity for rival bids. DoorDash has expressed interest in Delivery Hero’s Middle East business, known as Talabat, but has yet to put in an offer, according to a person familiar with the matter. The FT had also reported on DoorDash’s interest previously. Any bidder will have to contend with the handful of shareholders that control a large percentage of Delivery Hero. Investment company Prosus NV holds almost 17%. Aspex Management, the investors that succeeded in ousting co-founder Niklas Öestberg and have lobbied for more asset sales, own more than 14%. Uber has been speaking to other Delivery Hero investors about its interest in a deal, and is working with advisers to study ways to increase its holding further, people familiar with the matter said. Morgan Stanley (NYSE: MS) has helped the ride-hailing company to rapidly build its stake using derivatives, people familiar told Bloomberg. The company may need antitrust approval before crossing certain ownership thresholds, one of the people told Bloomberg. Deliberations are ongoing and there’s no certainty they will lead to a deal, they said. Delivery Hero could fetch between $15 billion and $18 billion in a deal with Uber, Bloomberg Intelligence analysts Mandeep Singh and Robert Biggar wrote in a note published on Friday, before Uber’s indicative offer was public. They said such a takeover would sharply expand Uber’s footprint in emerging markets, strengthening the U.S. company’s global position.

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5/21/2026

Activist Pressure in Korea Rises as Value Gaps Spur CEO Shake-Ups

Chosun Biz (South Korea) (05/21/26) Ki-young, Song

Recently, activism has quickly become routine in Korea's capital markets. Amendments to the Commercial Act and the value-up policy are strengthening shareholder rights and board responsibility, heightening market oversight of corporate management. In practice, global activist funds continue to press domestic listed corporations for larger dividends, share cancellations, and business restructurings, and in some corporations the push has expanded to board overhauls and management changes. Behind this change is a structural shift in investor expectations. Boston Consulting Group (BCG)'s Investor Perspectives Series shows that investors are demanding both short-term performance and growth investment with active capital allocation. Activism is less a particular investor's strategy than a result reflecting elevated market expectations. Even so, many management teams perceive it as external pressure. But the essence of activism is not strategy; it is a gap in value. According to global activist campaigns analyzed by BCG's ValueScience® Center in Dec. last year, about 48% of all campaigns concentrate on the so-called "undervalued zone," where total shareholder return (TSR) and valuation are both low. If this gap is left unattended, risk becomes reality. The likelihood of replacing the chief executive officer (CEO) rises by about 24%, and many corporations experience a relative TSR decline within a year after activist involvement. The problem is that value damage does not surface like a crisis. Corporate value weakens gradually through the management team's repeated decisions rather than collapsing abruptly. Conservative guidance, for example, may be stable in the short term but acts as a signal that lowers long-term growth expectations. BCG's recently released "The CEO's Value Test: Think Like an Activist, Deliver Like a Leader" shows that investor expectations have already shifted. More than half of investors demand both performance delivery and growth investment, and 36% prioritize growth over short-term results. In contrast, the share that focuses only on short-term performance remains in the 10% range. If corporations cannot clearly explain their value-creation story, the market will interpret it for them, and perceptions formed in this process do not change easily. A structure in which strategy, finance, and investor communications are siloed also widens this gap. What is needed in this environment is not defense but a shift in perspective. BCG emphasizes that CEOs should think like activist investors. The key is to structurally understand the elements that make up corporate value. They must be able to explain how sales growth, profitability, valuation, and capital allocation connect to corporate value, and the entire management team needs to be aligned under a single value-creation agenda. Understanding investors is also important. Investors assess short-term returns and long-term growth by different criteria, and accordingly, a corporation's strategic messages may differ. Performance management systems likewise need to be redesigned so that KPIs and incentives are directly connected to corporate value. The most effective way to fend off activism is not to build a separate defensive strategy. Rather, it is important for management to prove corporate value before an activist investor raises issues. According to BCG's analysis, the direction of success or failure in activist campaigns is set within the first 90 days. In this process, market reaction diverges significantly depending on whether the corporation demonstrates clear strategy and execution. Ultimately, in an activist phase, speed and clarity serve as the key variables. This trend offers important implications for Korean corporations. Although many currently have strategies, they still show limits in explaining them in a way the market can understand. Investor communications are limited, and performance management systems often remain focused on internal efficiency. As a result, a gap arises between intrinsic value and market assessment, which leads to a long-term valuation discount. Much of the "K-discount," critics note, stems from this structure. Activism is no longer an avoidable event. As market structures change, it is becoming a managerial environment that corporations must face continuously. In the end, the choice left to management is clear: be dragged by market demands, or get ahead by defining and proving value on their own.

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5/21/2026

Four States Launch Lawsuits Against Proxy Advisor ISS Over ESG Policies

ESG Today (05/21/26) Segal, Mark

Proxy advisory firm Institutional Shareholder Services (ISS) is facing a series of new lawsuits filed by the Attorneys General of Texas, Nebraska, Iowa, and West Virginia, alleging that the firm violated consumer protection and deceptive practices laws by promoting ESG and DEI-related policies in its advice to investors. The lawsuits, which follow a similar suit filed last year by Florida against ISS and its peer Glass Lewis, mark the latest in a series of actions by anti-ESG politicians in the United States, which has increasingly focused on the proxy advisory firms in the past few months, including an executive order by President Trump in December directing several U.S. federal agencies to increase oversight of ISS and Glass Lewis over their support for ESG and DEI issues and a warning from SEC Paul Atkins of plans to examine and propose actions focused on the role of proxy advisory firms over the “weaponization of shareholder proposals by politicized shareholder activists.” In the new suits, the AGs claim that ISS misled investors by marketing its proxy advice as objective, while incorporating DEI, ESG, and climate-related considerations that they argue were not tied to financial analysis or investor returns. Each of the suits also incorporate conflict of interest allegations, including claims that ISS provided ESG consulting services to companies on which it was covering in its research reports to investors. Several of the suits also claim that ISS failed to disclose that it is “owned by ESG activists.” ISS is owned by international exchange organization Deutsche Börse and growth equity investor General Atlantic. Texas Attorney General Ken Paxton said, “ISS has enormous influence over how billions of dollars are invested and managed across this country, and they have abused that influence in order to push woke ideology. This, in turn, has often resulted in terrible financial advice disguised as ‘progressive’ shifts. I will not allow this woke corporation to smuggle radical, liberal ideology into the companies they advise and hurt our financial system.” In a statement provided to ESG Today, an ISS spokesman said that the company “believe(s) the allegations lack merit and will vigorously defend against them.” The spokesman added, “ISS’ job is to provide sophisticated institutional investor clients with independent, timely, and expert research and vote recommendations based on the proxy voting policies the clients have selected or customized based on their determination of the best interests of the beneficiaries they serve.”

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5/21/2026

Exxon Blasts Proxy Advisers for Conflict of Interest in Fight Over Texas Move

Wall Street Journal (05/21/26) Eaton, Collin

Exxon Mobil (NYSE: XOM) is striking back at two proxy advisory firms opposed to the company’s plan to move its legal home to Texas from New Jersey, its latest clash over shareholder governance issues. The U.S. oil giant says Glass Lewis and Institutional Shareholder Services have a conflict of interest in recommending that investors vote against Exxon’s proposed plan to redomicile in Texas, given their ongoing legal battle with state Attorney General Ken Paxton. They are fighting over a Texas law that requires proxy advisers to disclose their motivations for their recommendations. Exxon said it intends to run full-page ads in major newspapers, including The Wall Street Journal, to make its case. The company, which has been incorporated in New Jersey since 1882, relocated its headquarters to Texas from New York City in 1989. “We’re not surprised the two dominant proxy advisory firms ISS and Glass Lewis are against our redomiciliation to Texas,” the ads read. “But we are surprised both firms didn’t disclose their ongoing litigation with the Texas Attorney General under their conflict-of-interest policies.” Glass Lewis and ISS are arguing the move would eliminate investor protections established under New Jersey law. Exxon has said it isn’t adopting any elective provisions of the Texas corporate statute that weaken shareholder rights. Investors will vote on the relocation plans at Wednesday’s annual meeting. “There is no conflict of interest,” a Glass Lewis spokeswoman said. “Glass Lewis’ proxy research, including our approach to assessing the governance implications of reincorporation proposals, is entirely separate from our lawsuit challenging Texas Senate Bill 2337, which is a matter of public record and has been disclosed on our website.” In July, Glass Lewis and ISS sued Paxton’s office over its enforcement of a 2025 Texas law requiring proxy advisers to disclose when their recommendations are based on nonfinancial factors, such as environmental considerations. They argued the law violated their First Amendment rights and won preliminary injunctions against its enforcement last summer. The fight continues to heat up. Paxton, who is in the middle of a contentious GOP primary race for Senate, on Wednesday filed a lawsuit against ISS for allegedly misleading investors. He claims the firm is giving priority to “its own environmental, social, and governance agenda over the fiscal well-being of its clients.” In his statement announcing the suit, Paxton said ISS is trying to “obstruct” Exxon’s planned move to Texas. A spokesman for ISS said it would defend itself in court against Paxton’s allegations, which ISS says lack merit. Texas Republicans have promised a pro-business ecosystem to companies looking to relocate from Democratic-led states. Tesla is among those that have made such a move, while Dell Technologies’ (NYSE: DELL) board voted earlier this month to relocate its legal home to the Lone Star State. Exxon's chief rival, Chevron (NYSE: CVX), moved its corporate headquarters to Houston from San Ramon, Calif., two years ago but is still incorporated in Delaware. In a March interview with The Journal, Exxon Chief Executive Darren Woods said the move to Texas is about protecting the company from shareholder “abuse,” a reference to what companies see as a proliferation of frivolous shareholder lawsuits in certain venues. He also said Texas better understands the oil-and-gas industry and is more invested in its success. New York City Comptroller Mark Levine is joining the proxy advisory firms in urging Exxon investors to vote against the relocation, warning it would “ultimately disenfranchise shareholders,” who he said would have fewer protections in Texas. Levine advises the New York City Police Pension Fund, a longtime Exxon investor. Levine's office also submitted a shareholder proposal to alter Exxon's new retail shareholder voting system. The company last year unveiled a program through which its thousands of individual investors could sign up to cast their votes on shareholder proposals in lockstep with the company. The other proposal up for a vote at next week's meeting calls for naming an independent board chairman. Exxon noted in its proxy filing that the same shareholder resolution has failed 16 times in recent years. Exxon has faced bitter fights over shareholder resolutions in the past. In 2024, the company sued sustainability investment firms Arjuna Capital and Follow This to try to stop them from putting forth a climate-related proposal. That lawsuit, filed in a Texas federal court, was thrown out later that year after Arjuna vowed not to file similar proposals in the future. Earlier this week, President Trump endorsed Paxton, who is trying to unseat longtime incumbent Sen. John Cornyn in next week’s primary runoff. Paxton, who has served as attorney general since 2015, has faced a series of scandals but survived an impeachment battle after being acquitted by the Texas Senate.

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5/21/2026

Palliser Capital Welcomes Japan Post Holdings’ New Group Medium-Term Management Plan

Business Wire (05/21/26)

Palliser Capital, a global multi-strategy fund with a top 15 shareholding in Japan Post Holdings Co. Ltd (TYO: 6178), today responded to JPH’s new Group Medium-Term Management Plan, “JP Plan 2028.” Palliser commends JPH for its constructive engagement with shareholders and the commitments it has outlined in its new Group Medium-Term Management Plan, which include: Improvements to transparency and accountability – Clearer disclosure on capital allocation, the strength of its core balance sheet, and enhanced segment-level accountability. Focus on profitability and capital efficiency – A clear step-up in ROE ambition and reassessment of cost of equity, alongside a stronger focus on profitability and structural reform of the core postal and post office business to ensure long-term sustainability and continued provision of universal services. Enhanced shareholder return policy – Introduction of a structured shareholder return framework, including a minimum 50% TSR target with a plan of progressive dividends and ongoing share repurchases. Real estate value unlock – Elevation of real estate as a core earnings pillar with expanded strategy including a plan to develop an asset recycling model and enhance disclosures. James Smith, Founder and CIO of Palliser, said, “The new JPH plan is a meaningful move in the right direction. Successful execution on these commitments will significantly help to address the Company's persistent valuation discount and increase corporate value. We support JPH's increased focus on capital efficiency and shareholder value creation. We also appreciate their openness to shareholder feedback and look forward to continuing our constructive engagement with the Company.”

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