12/8/2025

Carlyle Group Is Said to Lead Bidding for Japan’s Hogy Medical

Bloomberg (12/08/25) Cao, Dong; Taniguchi, Takako; Baigorri, Manuel

U.S. buyout firm Carlyle Group Inc. (CG) has emerged as the frontrunner to acquire Hogy Medical Co. (3593), people with knowledge of the matter said, in a potential takeover that’s set to add to a Japanese dealmaking boom. Carlyle has pulled ahead of other private equity firms that are bidding for the medical products maker, the people said, asking not to be identified because the information isn’t public. It’s in advanced talks on terms of a potential transaction and aims to reach an agreement soon, according to the people. Shares of Tokyo-based Hogy Medical have gained 20% this year, giving the company a market value of $826 million. Deliberations are ongoing and no final decisions have been made, the people said, adding that talks could still fall apart and other bidders remain interested in Hogy Medical. Japan has seen a wave of dealmaking activity this year, particularly mergers and acquisitions involving private equity firms. The volume of transactions has surged to $337 billion, an almost 120% increase from a year earlier, according to data compiled by Bloomberg. Hogy Medical’s products include masks, surgical gowns and sterile packaging pouches for surgical instruments. Activist investor Dalton Investments LLC is Hogy’s second-largest shareholder with a 15.2% stake. Dalton has proposed that Hogy should review options, including going private, adding that strengthening management oversight through outside directors was desirable for this purpose. Other media including Mergermarket have reported on the potential take private of Hogy. The company in October said that it continuously explores strategic options including privatization to enhance value, but that no decisions have been made. Hogy said the previous reports are not based on any official announcement.

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12/8/2025

PepsiCo to Review Supply Chains as Talks With Activist Elliott Wrap Up

Bloomberg (12/08/25) Tse, Crystal; Peterson, Kristina

PepsiCo Inc. (PEP) plans to review its North American supply chain as one of a number of steps it is taking to wrap up negotiations with Elliott Investment Management, people familiar with the matter said. An announcement on the moves could come as early as this week, the people said, asking not to be identified because the details haven’t been finalized. The food and drinks company is also expected to emphasize efforts to develop new products and ways for pricing and packaging them, as well as changes to capital allocation, according to the people. PepsiCo isn’t expected to make any board changes, they said. Elliott, which announced a roughly $4 billion stake in PepsiCo in September, pushed the food and beverage company for changes, citing an overly complex portfolio of brands and a declining share of the beverage business. The activist is supportive of the changes being planned by PepsiCo, the people said. Shares in PepsiCo have fallen roughly 4% in New York trading this year, giving the company a market value of about $199.7 billion. Elliott pressed PepsiCo to simplify its drinks portfolio by selling some brands, potentially including sparkling water maker SodaStream and Starry, a lemon-lime soda. PepsiCo utilizes a network of independent bottlers, but also operates many company-owned bottling businesses, which some investors would like to see it shed. Elliott also urged PepsiCo to streamline its snacks portfolio and focus on its best-selling salty snacks. Elliott flagged some cereals, including Life and Cap’n Crunch, as well as Quaker Oats and Rice-A-Roni, as brands PepsiCo might want to divest. In the months since Elliott’s stake was announced, PepsiCo Chief Executive Officer Ramon Laguarta has said the company was moving quickly to update its portfolio and cut costs. It overhauled Lay’s potato chips, including reformulating its barbecue flavors to swap out artificial dyes for natural ones. The company also unveiled a new line of Doritos and Cheetos that strip out all synthetic dyes and said it would be expanding its options with more protein and fiber.

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12/7/2025

Barington Launches New Proxy Fight at Matthews, Sources Say

Reuters (12/07/25) Herbst-Bayliss, Svea

Activist investor Barington Capital Group has nominated three directors to the board of casket maker Matthews International (MATW), two sources said over the weekend, launching a second proxy fight at the company months after losing its first. Since that defeat at the company's February annual meeting, Barington has urged Matthews, a conglomerate that has technology-focused businesses and makes burial products, to invite the hedge fund onto its board, a step the company has refused to take. Last week, Barington nominated its founder, James Mitarotonda, and two other executives with public board experience as director candidates, said the sources, who were not permitted to discuss the matter publicly. The hedge fund has now made good on threats to launch another proxy fight over the composition of Matthews' board soon after its defeat, a move that industry lawyers and bankers said was highly unusual. Barington has criticized Matthews' business portfolio, capital allocation, stock price and long-serving chief executive. The company, which has a market valuation of $754 million, has said it has simplified its business mix and strengthened its balance sheet and is pursuing a strategic review. The company has also cut costs and promised corporate governance improvements. It has said it sought constructive engagement with Barington. The company has made two moves recommended by Barington, reaching deals to sell its Warehouse Automation and SGK Brand Solutions businesses in the past year. Mathews will also put on its 2026 meeting agenda proposals to have its directors stand for election annually and remove supermajority voting requirements for mergers. The 2026 meeting has not been scheduled. Barington, which owns 1 million shares or 3.2% of the company, again nominated Mitarotonda and investment industry veteran Chan Galbato, a former top executive at Cerberus Operations and Advisory Company. The hedge fund also nominated Sheila Hooda, who has served as a director at mortgage insurance company Enact Holdings (ACT). She replaces Ana Amicarella, who had been on Barington's previous slate. At the 2025 meeting, the hedge fund secured the backing of three prominent proxy advisory firms. But shareholders, including Mario Gabelli's GAMCO and the largest index funds, largely lined up behind the company and rejected the hedge fund's candidates.

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12/6/2025

Barrick Mining Stock has more than Doubled in 6 Months. Why Elliott’s Activism Could Drive more Upside

CNBC (12/06/25) Squire, Kenneth

Barrick Mining (B), formerly Barrick Gold Corporation, is a gold and copper producer, which is engaged in the production and sale of gold and copper, as well as related activities, such as exploration and mine development. It has a stock market value of $69.16 billion ($40.38 per share). On Nov. 18, Elliott Investment Management announced a position in Barrick Mining and expressed its interest in seeing a potential separation of North American assets from its mines in riskier regions across Asia and Africa. Most recently, on Dec. 1, Barrick announced that the board has authorized the company to explore a potential separation of the North American assets. Barrick Mining is a Toronto-based global mining company focused predominantly on gold, operating 14 gold mines, as well as three additional cooper mines. The core of this business is its North America Gold assets, which consists of some of the highest quality deposits in the world, specifically Nevada Gold Mines, a joint venture with Newmont (NEM) in which Barrick owns 61.5% and serves as its operator. The company also operates gold mines in Africa, the Middle East, Latin America, and Asia. Its copper portfolio is centered around Africa and the Middle East, including Reko Diq, a new copper development project in Pakistan. With the recent bull market for gold, Barrick’s stock has more than doubled over the past six months. Despite this, Barrick continues to trade at 0.9 times its price to net asset value ratio, a significant discount to North American peers, who trade well above 1x, with best-in-class peers like Agnico Eagle trading at approximately 1.5x. Investors buy gold companies primarily for gold price exposure, and from there prefer the companies with the best management teams that operate the companies most efficiently to best isolate the value of the commodity. Barrick has not been a top operator amongst its peers and, as a result, they abruptly parted ways with their CEO in September and replaced him with Mark Hill, the former COO, as interim CEO. "An interim CEO creates two very valuable opportunities for an activist in a company like Barrick," says Ken Squire, founder and president of 13D Monitor. "First and most importantly, they get to have a voice in who the new CEO will be regardless of whether they settle with the company for a board seat or just remain an outspoken shareholder. While they may not always be in the room when the discussions are had or the decision is made, we know of no CEO who would take a job at a company with an activist like Elliott engaging unless they knew that Elliott approved of the hiring. Second, when a company has an interim CEO, it is an advantageous time to explore strategic alternatives, and a breakup of this company has always been the elephant in the room. Barrick's North American operations have been sullied by the company's exposure to higher-risk regions and separating the two would go a long way to close the valuation gap between Barrick and Agnico Eagle." The value proposition for a breakup is clear and even something management has discussed. In a presentation released in May, management demonstrated that applying a peer-like multiple to Barrick's North American assets could unlock as much as 49% of unrealized value. Since then, the price of gold has appreciated by over 70% but the company's stock has appreciated by more than 100%, so much of that gain has been realized but there is still some value to be realized from a breakup. Elliott has a history of taking board seats at companies not for activist's sake, but only when they feel that the director they are putting on the board could genuinely add value for shareholders. In this case, the breakup of the company is something that is being seriously considered by the board, and Elliott, just by its existence, is likely to have at least negative approval power over the new CEO. Moreover, Elliott does not act impetuously in its activism. "They have likely had a position in Barrick for many months at this point and have already received a great return from the company's 100% appreciation in the past six months," Squire concludes. "We would not expect them to escalate their activism here unless either the board goes down a path they didn't expect and don't agree with, or it is at the company's invitation to join the board to assist with the tasks ahead."

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12/5/2025

Upstart Hedge Fund Launches Fresh Attack on U.S. Regional Banks

Financial Times (12/05/25) Franklin, Joshua; Quinio, Akila

An upstart hedge fund has launched its fifth activist campaign of the year engaging U.S. regional banks, arguing that the industry has been allowed to become too comfortable and needs a shake-up. HoldCo Asset Management is pushing to oust the chief executive of U.S. bank KeyCorp (KEY), a lender with a market value of about $20 billion in which the activist has taken a $140 million stake. The Florida-based hedge fund gained prominence this year when it pushed Comerica (CMA) to sell itself. An $11 billion takeover quickly materialized with Fifth Third, and the fund has claimed credit for concessions made by two other targets, Columbia Bank (COLB) and First Interstate (FIBK). Some bankers have questioned the extent of its influence, arguing that Comerica was a takeover target regardless of HoldCo’s role. But the fund’s noisy campaigns have generated plenty of attention and shaken up boardrooms at U.S. regional banks. “It certainly has companies nervous,” said one investment banker who specializes in bank deals. “It is going to spur activity.” The U.S. regional banking sector is undergoing a slow consolidation, shrinking from about 10,000 banks three decades ago to roughly 4,000 now. Dealmaking has picked up under the new administration of Donald Trump, with mergers now getting approvals at the fastest pace in more than 30 years. However, HoldCo said it believed many acquisitions were value-destructive for shareholders, delivering greater benefit to the executives who pursued them. “Management teams generally get paid more if banks get bigger,” said HoldCo’s co-founder Vik Ghei. “And the easiest way to grow a bank is by doing an acquisition. Even if an acquisition is terrible for shareholders.” HoldCo, which has nine employees and $2.6 billion in assets under management, is an outlier among activists in targeting banks. Activists typically target poorly managed companies, but badly run banks are usually viewed as dangerous investments. “It’s just pretty shocking how no one publicly opposes these guys, right?” said Misha Zaitzeff, HoldCo’s other co-founder. “The way that management teams and boards have gotten away with murder and abusing the shareholders has just been really, really, really bad.” Ghei and Zaitzeff founded HoldCo in 2011 and are now on their fifth fund. Their first activist campaign was in 2020 and engaged Boston Private, which ended up selling itself to Silicon Valley Bank. HoldCo subsequently urged shareholders to vote down the deal due to what they saw as the overvalued SVB shares being used in the merger. In a 50-page presentation addressed to KeyCorp’s board of directors, HoldCo criticizes its acquisition in 2015 of First Niagara as a millstone for the bank and says the bank has underperformed due to assets acquired when interest rates were low. KeyCorp sold a minority stake worth about $2 billion to Canada’s Scotiabank in 2024. Ghei and Zaitzeff are pushing KeyCorp to use its excess capital to buy back stock, adopt a clear “no acquisitions” policy, and for chief executive Chris Gorman and board member Alexander Cutler to depart. HoldCo said it was also “evaluating other remedies available to us,” including a near-term proxy contest or pressing for a sale of the bank to a larger rival such as PNC or Wells Fargo.

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12/5/2025

Rightmove Under Pressure as Activist Investor Takes £250m Stake

Telegraph.co.uk (12/05/25) Man, Pui-Guan

An activist investor has bought a near £250 million stake in Rightmove (RTMVY), piling fresh pressure on the embattled property giant. London-based Independent Franchise Partners (IFP) has built up a 5.8% stake in the house-buying portal in recent weeks, becoming Rightmove’s third-biggest shareholder. The investment was made after the company warned its profit growth will slow next year because of investment in AI. That announcement wiped £1 billion off Rightmove’s market value. IFP has in the past led activist campaigns against the likes of Japanese brewer Kirin (KNBWY) — unsuccessfully pushing it to spin-off its non-beer assets — and is preparing to push for change at cosmetics company Shiseido (SSDOY). The investment group is also one of the largest independent shareholders in Rupert Murdoch’s News Corp (NWSA) and Fox Corp. (FOX). IFP publicly spoke out against plans for the two to recombine in 2022. Founded in 2009 by a group of former Morgan Stanley employees, IFP has around $22 billion (£16 billion) in assets under management. It describes its approach as one that focuses on generating “attractive long-term returns” for clients “with a strong capital preservation bias.” IFP declined to comment. IFP’s link to the Murdoch media empire is likely to reignite speculation that Rightmove could be a takeover target. Last year the property website rejected a £6.2 billion takeover approach from REA Group, an Australian online property company owned by Murdoch’s News Corp. At the time it rejected the bid, Rightmove argued that it “materially” undervalued the business, pointing to “long-term growth and returns." But the £4 billion company is now reeling from a dramatic slump in share prices, with stocks plunging by just over 30% in the past six months. Anthony Codling, an analyst at RBC Capital Markets, said: “If nothing changes with the share price, you could understand why [investors] might think [bids would return].” Shares in Rightmove rose 1.8% following The Telegraph’s report. Rightmove’s grip on Britain’s property market makes it an attractive asset. It is the biggest property listings website in the UK by site traffic and property numbers, garnering more than 80% of all time spent by consumers on property portals. The FTSE 100 company advertises one million UK homes every month. However, investors have lately become concerned about the potential threat posed by AI. Chatbots could reinvent the way people hunt for houses, allowing people to ask for tailored listings. Rightmove sought to counter the threat by unveiling plans to spend £60m on AI last month, including launching automated valuations, new conversational searches, and visualization tools. Johan Svanstrom, its chief executive, said AI was becoming “absolutely central” to its strategy. But the announcement sent shares in the company tumbling after Rightmove said the investment would take three years to pay off, affecting profits until 2028. The heavy spending comes against a backdrop of a subdued property market, with buyers and sellers reluctant to commit ahead of last month’s Budget and now facing uncertainty ahead of the introduction of a new council tax surcharge in 2028. Rightmove also faces the threat of a £1 billion lawsuit from estate agents who claim it abused its market dominance to charge “unfair” prices, backed by the litigation funding arm of U.S. activist Elliott. The property portal has said it is “confident in the value we provide to our partners." Since August, Rightmove has lost £2.3 billion of value. Giles Thorne, of Jefferies, said: “The more any share price goes down, by definition, the higher the probability an activist comes in. “It’s just the rules of the game because they’ll see grounds for management to take some kind of strategic action that would push the share price up.” Codling said: “I would argue Rightmove’s management should focus just on running the business to the best of their ability and let the share price take care of itself.”

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12/4/2025

Cooper Companies Initiates Strategic Review; Shares Jump

Reuters (12/04/25) Santhosh, Christy; Choudhury, Kamal

Cooper Companies (COO) said it is initiating a formal strategic review aimed at identifying opportunities to enhance long-term shareholder value, sending shares up 10% in extended trading. The medical device maker said it is actively focused on improving performance in core markets, expanding market share, enhancing operational efficiency and generating strong returns through capital deployment initiatives as part of the review. The company, which makes contact lenses and vision-care products through its CooperVision unit and offers women's health and fertility products via CooperSurgical, has come under activist pressure in recent months to improve its operations. In November, investment management firm Browning West urged the company to add four directors to its board and warned it was ready to launch a proxy fight if the company refused. In October, Reuters reported that activist investor JANA Partners built a stake in Cooper Companies and was planning to push for strategic alternatives and improve capital allocation to boost returns for the firm. "The formal review of strategic alternatives announced today is an important first step towards unlocking Cooper's value," said Scott Ostfeld, managing partner at JANA Partners. Separately, Cooper forecast fiscal 2026 profit above Wall Street expectations, banking on cost savings from a major reorganization and strong demand for its contact lenses. The San Ramon, California-based company expects annual adjusted earnings per share of $4.45 to $4.60, above analysts' average expectation of $4.39 apiece, according to data compiled by LSEG. For fiscal 2026, Cooper sees revenue ranging between $4.30 billion and $4.34 billion. Analysts were expecting annual sales to be $4.32 billion. The company completed significant reorganization activity during the fourth quarter, resulting in about $89 million in charges, and expects annual pre-tax savings of about $50 million beginning in fiscal 2026. Cooper also announced that Colleen Jay will become chair of its board of directors, effective January 2, 2026, succeeding Robert Weiss, who will remain on the board.

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12/4/2025

Josh Harris’s Firm Strikes Deal for Middleby Unit That Makes Viking Stoves

Wall Street Journal (12/04/25) Gottfried, Miriam; Thomas, Lauren

Billionaire investor Josh Harris’s firm, 26North Partners, struck a deal to take a controlling stake in Middleby’s (MIDD) kitchen-products division, report executives of the companies. 26North is set to own 51% of the unit that houses a number of luxury cookware-equipment brands, including Viking, Lynx, La Cornue, Rangemaster, and Aga. Middleby is set to own the remainder. The deal, unveiled Thursday, values the unit at $885 million, said Middleby Chief Executive Tim FitzGerald. Middleby, which has a market value of around $6 billion, designs, and manufactures cooking equipment used in commercial, residential, and industrial settings. Harris, a co-founder of Apollo Global Management, launched 26North in 2022. 26North has roughly $32 billion in assets under management and focuses on private-equity, credit and insurance. Harris is also a co-owner of professional sports teams including the Philadelphia 76ers and the Washington Commanders. Middleby shares were down more than 11% year to date through Wednesday, in part because lower foot traffic and higher food costs have hurt the restaurant industry. They were trading up over 4% Thursday after the deal was announced. The company faced additional pressure from activist investor Ed Garden, who earlier this year landed a seat on Middleby's board. Garden, a co-founder of activist hedge fund Trian Fund Management, who has since launched his own firm, had argued Middleby was lagging behind peers. In February, Middleby said it would spin out its food-processing business to focus on commercial food services. Its commercial food-service platform delivered about $2.4 billion in revenue last year. FitzGerald said he sees a recovery happening across the restaurant industry and in residential, which had stalled as the housing market slowed. 26North, meanwhile, has been looking to put more money to work through private-equity deals. The Middleby transaction will mark its sixth such deal in roughly a year, Mark Weinberg, who leads 26North's private-equity arm, said in an interview. The firm struck its debut private-equity deal in September 2024 when it agreed to buy ArchKey Solutions, a provider of electrical, technological and specialty systems. A month later, it announced a deal for the gym chain Onelife Fitness.

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12/4/2025

Advisory Firms Favor Dissident in Cannae Holdings Proxy Fight

Jacksonville Daily Record (12/04/25) Basch, Mark

As a monthslong proxy fight over Cannae Holdings Inc.’s (CNNE) board of directors heads for a resolution Dec. 12, two advisory firms are recommending shareholders support an activist investment firm. Four seats on a 12-member board are up for reelection at the stockholder meeting of Cannae, the investment firm spun off from Fidelity National Financial Inc. (FNF). Investment firm Carronade Capital Management LP began publicly pushing for changes at Cannae in March and nominated its own slate of four nominees to replace four existing directors at Cannae. With the annual meeting approaching, proxy advisory firms Institutional Shareholder Services and Glass Lewis both issued reports recommending stockholders vote for the Carronade slate. Both firms said the current board’s close ties to Cannae Vice Chairman and Fidelity Chairman Bill Foley are an issue and said the company could benefit by electing directors with more independence. Foley “is not on the ballot. However, this proxy contest has shined a light on his role at the company,” ISS said in its report. ISS said Cannae’s performance has been hurt by investments in businesses tied to Foley. “There is little evidence to suggest that a board without a significant amount of new, independent voices can restore effective oversight and prevent similar missteps in the future,” it said. Two of the current directors up for reelection, Erika Meinhardt and Frank Willey, are former executives of Fidelity. Another director is Jim Stallings, managing partner at Jacksonville-based PS27 Ventures. “Carronade’s nominees bring a narrow specialization in bankruptcy, distressed debt and restructuring, while offering little to no experience in public company leadership or governance,” Cannae said in a Dec. 1 news release urging shareholders to support its current directors. “Cannae’s four nominees possess the sector-specific operational expertise required to guide our growth strategy and provide effective, independent oversight — expertise that cannot be replaced by generalist restructuring skills,” it said. However, Glass Lewis said in its report that Carronade’s nominees have the necessary qualifications. “Though elements of Cannae’s defense are not entirely out of line, it seems evident the market is unwilling to reward a stated strategy which relies on, among other things, the existing board effectively overseeing capital allocation with the interests of independent shareholders front of mind and without further leakage to the sprawling investment complex overseen by Bill Foley,” it said. “Perhaps more important under the circumstances, Carronade’s nominees appear suitably independent and are under no obligation to pursue a predetermined agenda, Carronade’s or otherwise,” Glass Lewis said. “We believe support for this option — which, again, contemplates reconstitution of only one-third of Cannae’s sitting board, and is thus not a campaign for majority turnover would represent a more immediate and direct mandate for increased accountability, enhanced transparency, bolstered strategic coherency and strengthened corporate governance,” it said. One of Cannae’s investments in companies tied to Foley was a stake in payments processing company Paysafe Ltd. (PSFE). However, Paysafe disclosed in an SEC filing that Cannae divested its remaining stake in the company Nov. 24, and Fidelity sold off part of its stake. Paysafe went public in 2021 by merging with a special purpose acquisition company formed by Foley. The London-based company then moved its North American headquarters to Jacksonville in 2023. Paysafe said in the SEC filing it was repurchasing about 4 million shares in total from Cannae and Fidelity for about $6.70 per share. Cannae said in a separate filing that it sold about 2.46 million shares and no longer held any Paysafe stock. Paysafe’s annual report said Fidelity had 3.75 million shares, or 6% of the stock, but Fidelity said in a Dec. 1 SEC filing after the sale that its stake was reduced to 3.9%. No reason for the sales was disclosed in the SEC filings but when Cannae released its third-quarter earnings report in November, the company said it was reducing its investments in publicly traded companies and focusing on privately owned businesses. Cannae’s investment portfolio has fallen from 70% in public companies to about 20%, the company said.

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