1/15/2026

Australian Rio Tinto Investor Raises Concerns over Merits of Potential Glencore Deal

Reuters (01/15/26) Chen, Christine

One of Australia's oldest and largest investors has added to the growing local chorus of concerns about Rio Tinto's (RIO) potential acquisition of Glencore (GLEN), questioning the proposed tie-up's merits and timing. Mark Freeman, managing director of the near-century-old Australian Foundation Investment Company (AFI), said Rio Tinto had "a lot of questions the company needs to answer as to how it's going to create value." BHP was AFI's biggest holding and Rio Tinto was its 11th largest as of December 31. "A lot of M&A at the top of the market hasn't created value in the long term. So we're certainly curious to understand why they think this time it would be different," he told Reuters. Rio Tinto and Glencore confirmed on Friday they were in talks over a potential merger that could create the world’s largest mining company worth more than $200 billion. The companies did not disclose whether there would be a takeover premium or who would manage the combined company if completed. The possible deal has generally been better received by investors in London, where many have shares in both companies, than in Australia, where Rio Tinto is the more popular holding. Several investors in Australia, home to more than 20% of dual-listed Rio Tinto's shares and its highly profitable iron ore mines, have said they were concerned the company would overpay. Some have said the deal reminded them of what they considered poor transactions in the past, such as BHP's (BHP) acquisition of Billiton in 2001. "There are a lot of scars," Freeman said. "If you're going to do this, it's got to create value for Rio shareholders. Not just make the company bigger or more diverse." The race among global miners to bulk up in metals including copper, set to benefit from the energy transition and artificial intelligence demand, has sparked a new wave of project expansions and takeover attempts, including the pending merger of Anglo American (AAL) and Teck Resources (TECKb). But Freeman questioned why Rio Tinto was going after Glencore's pipeline of copper assets when prices for the metal were near record highs. "When you're at the top of the mining boom, there's a lot of companies that look good. But when the cycle unwinds, the good companies stand out and the weaker ones get found out," he said.

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1/15/2026

Elliott Rejects Toyota Industries Bid, Urges Investors to Resist

Bloomberg (01/15/26) Takahashi, Nicholas

Elliott Investment Management rejected the Toyota group’s (TM) sweetened bid to privatize a key unit, with the investor calling on other shareholders to oppose the offer and push for a better price. Toyota had bent to pressure from a vocal contingent of minority shareholders in Toyota Industries Corp. (TYIDY) and raised its offer to ¥18,800 per share ($118.50), a 15% increase. But the stock climbed as much as 6.8% to ¥19,255 on Thursday, adding weight to demands from some investors for a higher premium. Elliott, the most vocal opponent of the proposal, said Thursday that the new tender offer price continues to “very substantially” undervalue Toyota Industries and isn’t in the best interest of minority shareholders. The company is worth more than ¥25,000 per share, the U.S.-based fund said in a statement. “Elliott does not intend to tender its shares under the current transaction terms and will be encouraging other shareholders not to support the tender,” it said. Hugh Sloane of UK-based fund Sloane Robinson, which owns stock in Toyota Industries, is also arguing for ¥25,000 per share. “Toyota is trying to acquire Toyota Industries on the cheap,” Sloane said. “This will encourage activists to press the trade.” The tender offer begins Thursday and will run through Feb. 12, with the outcome potentially shaping future buyouts across corporate Japan. If completed, the company, which makes textile looms and forklifts, will fall under the control of an unlisted real estate company called Toyota Fudosan Co., which is chaired by Akio Toyoda, who also leads the board of Toyota Motor Corp. and is the grandson of the carmaker’s founder. The offering had been scheduled to start in December, but was postponed after the approval process was delayed by antitrust regulators in various countries. When the Toyota group announced its take-private bid last June, its offer translated into a transaction valued at around ¥4.7 trillion, an 11% discount to its market capitalization. Critics immediately demanded more transparency into a deal that would strengthen the founding family’s influence over Japan’s largest business group and amount to one of the largest acquisitions on record anywhere. The protest campaign got a shot in the arm in November, when Elliott revealed it had built a 5% stake in Toyota Industries. Weeks later, Bloomberg News reported the investor had begun approaching other stakeholders in Japan to build support to fight the acquisition. Elliott has sought to build a consensus around the idea that Toyota Industries deserves a much higher premium in part because it owns about ¥6.1 trillion worth of shares in other companies, mainly within the Toyota group. “This higher offer is almost worse than the original given that Toyota Industries’ group shareholdings are worth ¥5,300 per share more now than they were in June,” said Stephen Codrington, chief executive officer of Codrington Japan, an independent research firm. Kenta Kon, Toyota Motor’s chief financial officer, who also holds key positions at other group companies including at Toyota Fudosan, told reporters on Wednesday that the enhanced offer is a better reflection of that latent value and should address those concerns. It’s unclear if enough minority investors will agree and sign off on the deal. Electronics maker Ibiden Co. (IBIDY) said Thursday that it plans to tender about $328 million worth of shares in Toyota Industries. But some observers say the Toyota group may need to cough up more cash to secure the takeover. “The higher takeover bid still seems to fall short of fair value,” said Julie Boote, an analyst at London-based research firm Pelham Smithers Associates Ltd. “The only way to explain the price hike now is to say that this was an act of goodwill towards minority shareholders.”

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1/14/2026

Toyota Group Raises Buyout Offer 15% After Elliott Pressure

Bloomberg (01/14/26) Takahashi, Nicholas

The Toyota (TM) group raised its buyout offer for a key unit by 15% that would bump up the acquisition target’s value to ¥6.1 trillion ($39 billion), caving in to demands from Elliott Investment Management to sweeten what the shareholder had described as a lowball proposal. The Japanese giant increased its bid to ¥18,800 for each share of Toyota Industries Corp. (6201) it doesn’t own, Toyota Motor Corp. (7203) said Wednesday. That compares with the initial offer of ¥16,300 a share in June last year. The tender offer will begin Thursday and run through Feb. 12, according to the statement. The raised offer, which is 4.3% higher than the stock’s latest close, represents a victory for shareholder activism in Japan, and bolsters the case for more campaigns to follow in the country. Though investors have increasingly found success pushing Japan Inc. for changes in recent years, no one had come close to taking on anyone the size of Toyota. “This doesn’t necessarily mean the end of the debate over its valuation,” said Bloomberg Intelligence senior auto analyst Tatsuo Yoshida. The original price was a major sticking point for investors such as billionaire Paul Singer’s Elliott. Should the raised offer silence critics, it would put Toyota Motor Chairman Akio Toyoda, the group’s patriarch, a step closer to tightening his grip over the business empire his family founded. The group led by Toyoda has been under intense pressure to raise its offer ever since the bid was announced in June. In the proposal, Toyota Industries would be taken private by a special-purpose company controlled mostly by Toyota Fudosan Co., an unlisted real estate firm chaired by Toyoda. Toyota Fudosan and Toyota Industries had been discussing plans since December to raise the offer, according to statements on Wednesday. Some investors had scrutinized the proposal as a raw deal, one that ignored the voices of minority shareholders and defied the Japanese government’s decade-long push for transparency and independence among the country’s corporate giants. The takeover bid had been scheduled to start in December, but it was postponed until at least February after the approval process was delayed by antitrust regulators in various countries. Elliott Investment Management revealed in November that it had built a 5% stake in Toyota Industries. Weeks later, Bloomberg reported that the U.S.-based fund had begun approaching investors and asset managers in Japan to build support for its brewing campaign. Elliott’s core argument is that the proposal substantially undervalued the company, which itself owns about billions of dollars worth of shares in other firms, according to data compiled by Bloomberg. Elliott wasn’t alone in voicing opposition to the deal. Toyota Industries’ stock price has traded above the offer price since late August, signaling investors were anticipating the offer to be raised. The stock price rising above the Toyota Fudosan bid also lowered the incentive for minority shareholders to tender their shares as they could get more money in the open market. More than two dozen investors, including a handful based in Japan, sent a letter in August to the boards of Toyota Industries and Toyota Motor that said the deal lacked transparency and hurt minority shareholders. Toyota Industries is the original business that spawned the world’s biggest carmaker. It was founded by Toyoda’s great-grandfather Sakichi, whose son Kiichiro went on to create Toyota Motor, which makes up the core of Japan’s biggest business group and is the world’s largest automaker. Akio led Toyota as chief executive officer for 14 years until 2023, when he became chairman. Toyota Motor’s chief executive officer, Koji Sato, said in October that Toyota Fudosan had no plans to raise its offer.

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1/13/2026

Investor Activism Hits New High, with Japan Behind Only US

Nikkei Asia (01/13/26) Ishikawa, Chihiro; Sakabe, Yoshinaru

Proposals and demands by activist shareholders globally reached a record high in 2025 as investors put pressure on U.S. and Japanese companies missing out on the stock market rally, a trend that looks likely to continue in 2026. Data from Lazard shows 295 activist shareholder campaigns last year, a third straight annual record. This represented a 15% jump from 2024, with the pace of growth accelerating. Based on region, 173 took place in North America, rising 28% to break the record set in 2014. Japan, with 56 campaigns, overtook Europe to rank second. Board changes were the most frequent demand, at 37% of campaigns, while proposals related to mergers and acquisitions -- such as selling businesses and industry consolidation -- made up 35%. Though share prices are high globally, not all stocks are strong performers, as money is concentrated in certain fields such as artificial intelligence. Activist investors are turning their attention to relatively underpriced names that have not benefited from the upswing. These include Canadian sportswear maker Lululemon Athletica (LULU), in which Elliott Investment Management disclosed a stake of more than $1 billion last month. Lululemon's shares, which at one point had fallen roughly 70% from their 2023 peak as U.S. tariffs and inflation cooled consumer sentiment, jumped nearly 9% at one point on the day after the announcement. In the United States, HoldCo Asset Management has pushed Comerica Bank (CMA), a Texas-based regional lender, to sell itself. Another fund, Ancora Holdings, is encouraging rail operator CSX (CSX) to pursue a merger with a peer. Meanwhile, market reform is a major driver of activism in East Asian markets. Activist investors have made inroads in South Korea, where campaigns rose from six to 11 last year amid hopes that President Lee Jae Myung will make progress on corporate governance reform. U.K.-based Palliser Capital in October disclosed an interest in LG Chem (051910). Raising concerns about its valuation languishing at one-third that of battery subsidiary LG Energy Solution (373220), Palliser called for a board reshuffle and share buybacks. Given the government's focus on shareholders, LG Chem is unlikely to be able to buy time through silence, Maeil Business Newspaper wrote. In Japan, shareholder activism has grown since the Tokyo Stock Exchange in 2023 began pushing businesses to be more conscious of their cost of capital and share prices. Elliott in December disclosed a 5% stake in Toyota Industries (TYIDY), which accepted a buyout bid by Toyota group companies earlier last year. Hedge fund Third Point, a onetime Sony (SONY) investor, recently returned to Japan with a stake in industrial machinery maker Ebara (EBCOY). Shareholder proposals are more likely to pass as well. Investors in Synchro Foods (3963), which provides support services to the restaurant industry, recently agreed to a proposal to appoint Kazunari Sakai, head of Japan research at Asset Value Investors, as an external director. How businesses use their cash hoards likely will be a focus ahead of this year's revisions to Japan's corporate governance code. Companies' "net cash situation is often not appropriate from a capital efficiency standpoint," Sakai said. "I hope to see a lot of it used for investments beyond the cost of capital." "Given the high level of M&A in the United States and the accumulation of success stories in Japan, I don't envision [shareholder] proposals going down in 2026, at least," said Kenta Akiyama, head of the Japanese arm of U.S. investment bank Lazard (LAZ). "Activist investors' cash on hand is growing, which makes it easier to embark on new campaigns," said Hidenori Yoshikawa, chief consultant at Daiwa Institute of Research. Returns are a major issue for activists. Considering that the boom in AI-related shares has lifted stock indexes, it is more difficult for these investors to beat their benchmarks. Lazard looked at the stock performance of European and U.S. companies targeted by activist investors. Though they outperformed broader stock indexes five days after the campaigns began, some were down by double digits a year later. A similar trend can be seen in Japan. In the first half of 2025, stock returns on companies in which activists invested for at least six months outperformed the Topix index by only about 0.6 percentage point after 120 trading days, data compiled by Nomura Securities shows.

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1/13/2026

Engaged Capital to Nominate Directors to BlackLine Board

Investing.com (01/13/26)

Investment firm Engaged Capital announced Tuesday its intention to nominate four director candidates to BlackLine, Inc.’s (BL) board at the company’s 2026 annual meeting, citing concerns over the board’s rejection of an acquisition offer and alleged entrenchment efforts. BlackLine, currently valued at approximately $3.4 billion, has seen its shares trading around $57.50, about 13% below their 52-week high of $66.25. The investor, which owns 1,083,619 shares of BlackLine, criticized the financial software company’s board for what it described as a failure to act in stockholders’ best interests amid underperforming stock performance and decelerating revenue growth under current leadership. Despite being profitable with a 75% gross margin, InvestingPro data shows BlackLine’s revenue growth has slowed to 7.4% year-over-year, while the stock trades at a high P/E ratio of 48.7 – significantly above what analysts consider justified by its growth rate. Glenn W. Welling, founder and chief investment officer of Engaged Capital, stated that the board’s "apparent inaction and outright rejection of a credible acquisition proposal without further engagement are a clear dereliction of its fiduciary duty." The firm expressed concern over BlackLine’s stated intention to reduce the size of its board, which Engaged Capital characterized as "an entrenchment maneuver designed to reduce accountability." The four nominees include Storm Duncan, founder and CEO of technology M&A advisory firm Ignatious; Christopher Hallenbeck, SVP and General Manager at software company Boomi; Christopher L. Young, former Managing Director at Jefferies (JEF); and Christopher B. Hetrick, Director of Research at Engaged Capital. Engaged Capital stated that its nominees bring "deep software, operational, governance and M&A expertise" and would ensure "all strategic alternatives, including a sale, are rigorously and objectively evaluated." The investment firm has established a website to provide additional information regarding its campaign. According to the press release statement, Engaged Capital believes BlackLine is "a highly valuable and strategic asset" but requires "objective oversight and real accountability" to unlock its value.

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1/13/2026

Japanese Gacha Giant GungHo Gets New CEO Following Pressure from Investors, Lowers Presidential Salary

Automaton (01/13/26)

Japanese game company GungHo Online Entertainment (3765), known as the developer of long-running mobile game Puzzle and Dragons, and more recently, as publisher of Nihon Falcom’s (3723) Trails in the Sky 1st Chapter, has announced a change in administration on January 9, 2026. According to the official notice by the company, current president and CEO Kazuki Morishita will be stepping down from his role, becoming Chief Development Officer and Chairman of the Board of Directors instead. This comes only a couple of months after a long campaign led by investors advocating for Morishita’s removal from the position. Ever since January 2025, investor Strategic Capital has maintained a firm stance about Morishita’s dismissal, stating that it is a necessary step towards “reviving GungHo from being a one-hit-wonder.” Throughout the past year, the investors have been actively criticizing the CEO for “lacking awareness of his responsibilities,” citing “failure to produce a hit for 13 years since the release of Puzzle and Dragons,” and Morishita having a salary higher than Nintendo’s CEO, as some of the many issues within the company. In September, GungHo officially rejected Strategic Capital’s aggressive proposals to fire Morishita, arguing that his removal “would significantly damage corporate value.” But only four months later, the CEO decided to resign. While it hasn’t been disclosed whether his decision was influenced by the investors’ campaign, the company writes that Morishita stepped down from his role as CEO and President in order to “devote himself more fully to directing and overseeing game development.” Starting from February 1, 2026, the position will be taken over by GungHo’s current CFO and Executive General Manager of Finance Accounting Division, Kazuya Sakai. Citing “the company’s recent performance,” GungHo has also revised their remuneration system, resulting in lower salary payouts compared to fiscal year 2024. Notably, total remuneration for the presidential role in the previous fiscal year was about 288.4 million yen (around $1.8 million USD), while after the revision, the amount is estimated to shrink by about 63%, to 107.7 million yen (around $678.3k USD). The company describes the new system as a “performance-linked restricted share remuneration system,” which doesn’t allow payout of stock-based remuneration unless the comparative total shareholder return (TSR) growth rate is above 100%. As reported by GameBiz, GungHo has been seeing a continuous rise in stock prices following the two announcements, especially attracting market attention thanks to its remuneration system revision.

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