4/8/2026

Ackman's UMG Bid Sees Analysts Split on Bolloré's Next Move

Reuters (04/08/26) Rabiega, Mateusz; Marchandon, Leo

Market analysts are split over whether Universal Music Group's (UMG.AS) top stakeholders will support billionaire Bill Ackman's Pershing Square (PSHP.L) proposed $64 billion takeover of the music label. For analysts, French tycoon Vincent Bolloré's next move is critical and uncertain. Along with Vivendi (VIV.PA), also controlled by the Bolloré family, analysts were split over whether the leading shareholders would welcome the touted value creation from a U.S. listing or if they would prefer to retain more control of the company. Neither party, which together hold close to 32% of UMG's shares, has commented on the proposal yet. J.P. Morgan (NYSE: JPM) does not expect the duo of Bolloré and Vivendi to support the deal, saying "there is nothing in proposal that UMG could not do itself" and that Bolloré may want to realize opportunities to seize value on its own schedule. AlphaValue analysts said on Vivendi and Bolloré that the U.S. listing "disguised as a merger" could provide a welcome cash injection for both groups, should they accept the offer. Morningstar did not make a prediction on whether the shareholders would back the deal but said the merger could help unlock some value in UMG, which it views as "grossly undervalued." It added that apart from Bolloré, Vivendi, Tencent (TCEHY), and Pershing Square itself, the rest of shareholders would have "little to say in the outcome." Deutsche Bank analysts also gave no forecast on whether the deal would get Bollore's backing, though they said the offer was "opportunistic and timely" considering UMG's underperformance against the wider market, as shown by its year-to-date decline of around 14% as of Tuesday. ING analysts said that while they noticed "a bit of wishful thinking" on "toppish" valuation scenarios, the Pershing proposal raised many valid points on shortcoming troubling UMG. On Tuesday, the analysts said the deal "might well fail."

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4/8/2026

Swatch Urges Shareholders to Vote Against GreenWood Investors' Bid for Board Seat

Reuters (04/08/26) Kaesebier, Marleen; Hirt, Oliver

Swatch (UHR.S) has once again opposed GreenWood Investors' bid for a seat on the board and has urged shareholders to vote against the investor at its upcoming annual general meeting, the watchmaker said on Wednesday. The Swiss company, which sells luxury watches with its brands Omega, Breguet and Blancpain alongside its plastic watches, said the American firm's candidate and founder, Steven Wood, was not suitable to represent the interests of its shareholders. During a bid for a so-called bearer shareholder representative spot, Swatch said only 4% of GreenWood Builders Fund IV's shares in the company were bearer shares, while the other 96% were registered shares. It added that Wood did not have connections or experience in the Swiss industry. GreenWood did not respond to a Reuters request for comment. Wood failed to secure a spot as bearer shareholder representative in May last year due to opposition from the Swatch founding family, the Hayeks, which controls around 45% of voting rights. Swatch had then recommended shareholders vote against the election ahead of the annual meeting last year, with 79.2% of shareholders voting against Wood. The investor has since continued to press for changes at Swatch, including for a bigger focus on luxury brands, publishing six proposals to amend the Swiss watchmaker's corporate governance in November. Meanwhile, Swatch reaffirmed its proposal to elect Andreas Rickenbacher to the board, and has now suggested him for the bearer shareholder spot in its invitation for the annual general meeting on May 12. Rickenbacher previously worked in the Cantonal Government of Bern and currently acts as chairman of the board of the accident insurance company Suva, as vice-chairman of the board of Directors of the electricity group BKW (BKWB.S) and as a member of the board of directors of Aebi Schmidt (AEBI.O).

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4/8/2026

Shah Capital Intends to Vote Against Novavax's Board Nominees, Executive Compensation

Reuters (04/08/26) S K, Sneha; Roy, Sriparna

Shah Capital plans to vote against the re-election of board nominees and the executive compensation package at Novavax's (NVAX.O) upcoming annual meeting, renewing pressure for changes at the vaccine maker. Hedge fund founder Himanshu Shah in a letter on Wednesday, shared exclusively with Reuters, urged leadership to reduce costs and opportunistically buy back 10–20 million shares. Novavax said in an emailed statement to Reuters it continues to make targeted investments in R&D while continuing to significantly reduce costs. It has also partnered with Pfizer and has continued to make progress on a partnership with Sanofi, it added. Shares of the vaccine maker were up 4% to $8.32. Shah Capital, Novavax's second-largest shareholder with a 9% stake, has been pushing the biotech's board to pursue strategic changes, including a potential sale. The hedge fund on Wednesday said it wants a like-minded strategic long-term investor to take a 10–20% ownership stake to reshape the company. "We are both surprised and frustrated" by Sanofi's continued delay in launching late-stage results for the COVID/influenza combo vaccine, a market worth more than $5 billion, Shah said. Novavax said it maintains a "constructive dialogue" with shareholders and welcomes collaborative input. The firm called for the current senior management team to be reduced by 30% while shrinking the board to five members from eight. "My letter is an indictment of the leadership," Shah told Reuters in an interview. In November, Shah told Reuters he could launch a proxy fight if no progress was made over the next four months. On Wednesday, Shah said he is not instigating a proxy fight "as it will be in the minority against an entrenched eight-member board." "There is a strategic lack of conviction here. They should be retiring debt, not adding to convertible debt. Credibility is lost," Shah added. The firm urged ISS and Glass Lewis to review their "In Favor" proxy recommendations.

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4/7/2026

Ackman’s Pershing Square Offers to Buy Universal Music Group for More Than $63 Billion

Wall Street Journal (04/07/26) Look, Aimee; Vipers, Gareth

Bill Ackman’s Pershing Square Capital said it had made an offer to buy Universal Music Group (AMS: UMG), valuing the record label at more than US$63.48 billion. The deal for the label behind Bad Bunny, Taylor Swift and the Beatles, if approved, would close by the end of the year and would involve Universal merging with Pershing Square Sparc Holdings, a specially-created acquisition vehicle. The new entity would be based in Nevada and would shift its stock listing from Amsterdam to the New York Stock Exchange, Pershing said. “UMG’s stock price has languished due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction,” Pershing’s Chief Executive Bill Ackman said Tuesday. One of the “big three” record labels alongside Warner Music Group and Sony Music Entertainment, it commands a market share of more than 30% of the global recorded-music business. Universal’s other major shareholders include French billionaire Vincent Bolloré, Vivendi SE and China’s Tencent. Together, they control substantial voting rights in the company. Any deal will require a two-thirds vote to pass, according to Pershing Square’s proposal. Split between cash and stock, Ackman’s proposal rests on several assumptions about the future company. At €30.40 a share, equivalent to $35.15, the current stock outstanding would be worth more than $63 billion. Valuing the deal, however, is complicated, according to investors. Pershing Square said the deal would enable the new company to extinguish 17% of its shares, leaving an equity value of around $58 billion after the payment of the cash component. That figure assumes the value of the new company’s shares will be worth substantially more than those of the existing one. Pershing Square said this is possible because under the plan, the new company would take on €5.4 billion in debt and sell its stake in Spotify for €1.5 billion. It is also basing the future share price on its forecast for future earnings. Another measure of the deal’s value: Current shareholders can request to receive all shares or all cash. If enough shareholders take only stock, those receiving all cash would receive €22 per share. Universal’s shares traded up around 13% on Tuesday at €19.40 per share, or around €35 billion in market capitalization, below Pershing Square’s proposed valuation. The current share price is only slightly higher than the €18.50 reference price during the company’s 2021 initial public offering. As part of the proposal, Pershing Square said the new company would appoint a fresh board of directors, which would include former Disney chief Michael Ovitz. Ackman’s interest in Universal dates back to 2021 when he tried to use another investment vehicle, Pershing Square Tontine, to invest in the label. The Tontine SPAC announced plans to buy a 10% stake in Universal from French media conglomerate Vivendi, but Ackman quickly dropped the move after failing to convince regulators that the deal met the rules for such vehicles and some shareholders balked. After the SPAC effort collapsed, Ackman restructured the deal, using his Pershing Square hedge fund to directly acquire the 10% stake in Universal. A year later, Ackman joined the company’s board and Universal became one of Pershing’s largest positions. In 2025, Ackman stepped down from the board, citing other commitments. The Pershing founder is well-known for his aggressive tactics, but the journey from passive investor to company insider and then potential owner is an unusual one. Ackman’s SPARC investment vehicle was cleared by the SEC in 2023 and was designed to act as an elevated version of a traditional special-purpose acquisition company. While a SPAC raises money from investors before finding a company to merge with and take public, Pershing’s SPARC Holdings flips the order. The “r” stands for “rights,” signaling investors’ rights to buy in after a target is identified. Universal has its operational headquarters in Santa Monica and its corporate headquarters in Hilversum, Netherlands. The label started trading on the Euronext Amsterdam in September 2021 after a spinoff from Vivendi, the conglomerate steered by the Bolloré family.

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4/7/2026

BP Chair Faces Re-election Battle After Board Blocks Climate Resolution

Financial Times (04/07/26) Hodgson, Camilla

Proxy adviser Glass Lewis has recommended voting against Albert Manifold’s re-election as chair of BP (LON, NYSE: BP) over concerns about climate-related reporting, as investment group Legal & General (LON: LGEN) also said it would oppose him. Both groups said a decision by BP’s board to exclude a climate-related shareholder resolution from Follow This, the Dutch green investor group, at its annual meeting later this month raised concerns about transparency. The proposal had asked BP to set out strategies for maintaining shareholder value if oil and gas demand declines. Legal & General Investment Management, the financial services group’s asset management arm, said on Tuesday that the exclusion of the proposal amounted to a “reduction in transparency” and would make it more difficult for shareholders to understand how BP was addressing the risks associated with the energy transition. “Given the chair’s ultimate responsibility for these areas, we accordingly intend to vote against the chair’s election,” the group said. Meanwhile, Glass Lewis, the influential advisory group, said the exclusion of the proposal had not been necessary and raised “concerns about transparency, shareholder communication and responsiveness." It comes in the context of mounting pressure on BP from investors and pension funds after the oil major’s pivot away from renewable energy. The growing tension is a test for Meg O’Neill, who joined BP as chief executive this month from oil and gas producer Woodside Energy (NYSE: WDS). BP said: “Following extensive engagement with our largest investors, we are fully focused on building a simpler, stronger and more valuable BP. That’s why we are making these recommendations to provide transparent, standardized disclosures that support clear comparisons across companies.” Asked about the exclusion of the Follow This resolution, corporate governance experts could not point to many other examples of FTSE 100 companies rejecting resolutions that met filing thresholds, as the proposal had done. Glass Lewis and ISS, another influential adviser, have both recommended that shareholders vote against BP’s proposal that it no longer needed to make certain climate-related disclosures. L&G also said it would vote against that proposal. BP has said the reporting was no longer necessary since it has been replaced by other mandatory ESG-related disclosures. However, Glass Lewis said the company “does not clearly explain why continuing to provide these disclosures would be burdensome,” adding that such a move could “reduce transparency on certain climate-related issues." Follow This said: “The two most influential proxy advisers in the world are telling shareholders the same thing we are: BP’s governance is broken.”

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4/7/2026

Activist Wyser-Pratte Slams Italy Over Plan to Oust Leonardo CEO

Bloomberg (04/07/26) Brambilla, Alberto

Activist investor Guy Wyser-Pratte blasted the Italian government’s reported plan to replace Leonardo SpA (BIT: LDO) Chief Executive Officer Roberto Cingolani, warning the move would amount to political interference that risks harming shareholders and undermining market confidence. “If it ain’t broke, don’t fix it,” Wyser-Pratte said in an interview Tuesday, praising Cingolani for “doing a fantastic job” for positioning state-backed Leonardo as a consolidator in Europe’s fragmented defense sector. Wyser-Pratte, a longtime shareholder activist, said the planned changeover appears politically driven. The 85-year-old investor linked the government’s move, reported by Bloomberg and others, to Prime Minister Giorgia Meloni’s effort to reassert authority following a recent referendum setback. The shares fell as much as 8.5% on Tuesday, the most intraday for more than eight months. The market reaction underscores investor concern, Wyser-Pratte said. “If you look what happened to the stock price this morning because of what is being proposed by the government to replace him, it ain’t looking so good,” he said. “People vote with their feet.” A new CEO could be named as soon as this week, Bloomberg News reported on Monday. Alessandro Ercolani, an executive at Rheinmetall Italia, and Lorenzo Mariani, a senior manager at MBDA Missile Systems Services SAS, are top candidates for the job, people familiar with the matter said. Wyser-Pratte said the stake in Leonardo at his Wyser-Pratte Management Co. is below the 3% reporting requirement, declining to provide a specific figure. Leonardo’s current management has delivered strong results, including a share price increase of more than 400% since 2023, alongside steady growth in revenue, earnings and cash flow, he added. The investor is now considering steps including mobilizing shareholders to oppose the executive changes ahead of the next annual meeting next month. Cingolani, 64, was appointed to the Leonardo role in 2023 by Meloni. His position was initially seen as safe as his term came up for renewal. The former government minister has reshaped Leonardo by forging new alliances, including with Germany’s Rheinmetall AG for tanks and a drone partnership with Turkey’s Baykar Technologies. He has also advanced a satellite venture with Airbus SE and France’s Thales SA, while working to develop an air-defense system for Europe. The Italian government has about a 30% stake in Leonardo, but controls the appointments of the majority of the company’s board. Cingolani has consistently overdelivered on financial targets, Banca Akros analyst Andrea Belloli said in a report. However, a CEO change does not in itself alter the group’s strategic positioning or sector fundamentals, the analyst added.

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4/6/2026

Sandon Capital Round on Magellan’s Late-Night Dividend Disclosure

Australian Financial Review (04/06/26) Tran, Joanne

A fund backing Magellan Financial (ASX: MFG) says the late disclosures of a bumper dividend to be paid to Barrenjoey Capital Partners, the investment bank merging into the money manager, shows the ASX needs to overhaul rules so that shareholders are properly informed about deals. Sandon Capital has long held a position in Magellan, the listed funds management giant that last month proposed buying Barrenjoey. While the $1.6 billion deal was billed as a merger, Barrenjoey personnel will assume the top positions, including chief executive and chairman. Sandon Capital’s Gabriel Radzyminski has called for an overhaul of current disclosure. Investors were not originally told that Barrenjoey intended to pay a $45 million dividend before the transaction, which would reduce the net cash position of the combined group from $304 million by 15%. The firm disclosed the dividend only late on Thursday – well after the market had closed for the Easter long weekend – after pressure from Ownership Matters, an influential governance advisory firm, and a report in The Australian Financial Review raised questions about a payment. “We are concerned that it took public pressure for the company to release information that should have, by rights, been released in the explanatory memorandum and announcements,” said Sandon chief investment officer Gabriel Radzyminski, adding that the episode had exposed broader problems with how disclosure obligations were enforced. “I think this highlights the importance and the need for a real overhaul of disclosure oversight by ASX. The ASX, in many respects, has discretion. That discretion doesn’t seem to be often exercised in investors favor.” Magellan will acquire the roughly two-thirds of Barrenjoey it does not already own through the issuance of more than 100 million new shares, a structure that has allowed the transaction to proceed without the level of financial disclosure typically expected in deals of this size. The structure of the deal has proved decisive. Because it is being executed through a share issuance rather than a scheme of arrangement, Magellan has not been required to commission an independent expert’s report or disclose the same level of financial detail as other transactions. Magellan first backed Barrenjoey in 2020 with a $156 million cornerstone investment alongside British bank Barclays (BARC.L), securing a stake in the firm founded by former UBS (NYSE: UBS) deal makers Matthew Ground and Guy Fowler. While Sandon is a relatively small fund, with assets of about $200 million under management, it has an outsize influence through its public campaigns. Among its investments are COG Financial Services, a finance broker aggregator, and Southern Cross Media (ASX: SXL), now the owner of Network Seven and The West Australian newspaper, along with radio assets. Sandon has long maintained that Magellan holds excess capital and should prioritize returning funds to shareholders. While Sandon supported the merger in principle, Radzyminski said the issue now was whether investors had been given enough information to properly assess the transaction. “We’ve been focused on the long-term value of the Magellan business, and we [are] prima facie supportive of the notion of taking full ownership of Barrenjoey,” he said. “It’s just now that it’s apparent that there was information that could have been disclosed that wasn’t and was only disclosed to the market, following public pressure from the media.” Tensions escalated late last week when Magellan released additional information on Barrenjoey’s financial position, including a snapshot of its balance sheet, but again stopped short of publishing full accounts. The release followed pressure from Ownership Matters, which urged shareholders to vote against the deal on the basis that they lacked sufficient information. It argued that its investors were being asked to approve a significant transaction without access to up-to-date financial statements detailing earnings, leverage and capital structure. Magellan shareholders are set to vote on the transaction on Friday. Other advisory firms, including CGI Glass Lewis, are supporting the transaction, which has been unanimously endorsed by Magellan’s board. The $45 million dividend must now be deducted from Barrenjoey’s implied net cash position of $185 million before the transaction. Magellan owns 36.4% of Barrenjoey and will receive a portion of that dividend.

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