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8/21/2036

Kaos Capital Demands Board Overhaul at Capricor Ahead of FDA Decision on DMD Therapy

BigGo Finance (08/21/36)

Capricor Therapeutics Inc. (CAPR) is facing an activist campaign from shareholder Kaos Capital, which is demanding immediate board changes, a cash-preservation plan, and the creation of an M&A committee just one day before the U.S. Food and Drug Administration (FDA) is scheduled to act on the company's experimental Duchenne muscular dystrophy therapy. Kaos Capital, a Miami-based investment firm that describes itself as a "significant and growing shareholder," issued a letter to fellow shareholders on August 21 calling for a meeting with the board within 15 business days. The firm said it intends to nominate two independent directors and push for a board-led M&A and Strategic Alternatives Committee chaired by a shareholder-backed director. The activist campaign lands at a precarious moment for Capricor. The FDA's action date on deramiocel, the company's cell therapy for DMD-related cardiomyopathy, is August 22. In June, an FDA advisory panel voted 9-3 against the drug's use for that indication, casting significant doubt over its approval prospects. Capricor shares were down approximately 2% at the time of the letter's release. In the letter signed by CEO Adam Arviv, Kaos argued that Capricor has become overly dependent on a single regulatory outcome and must take immediate steps to preserve capital while exploring acquisitions, licensing deals, and partnerships that could broaden its pipeline. The company reported $237.9 million in cash, cash equivalents, and marketable securities as of June 30, down roughly $80.2 million from year-end 2025. First-half 2026 operating expenses totaled $79.7 million, including $23.5 million in general and administrative costs — approximately double the comparable 2025 figure, according to the letter. Kaos called for a formal Cash Preservation Plan that would include: a near-term freeze on nonessential spending; a zero-based review of G&A expenses; enhanced approval requirements for material commitments; and quarterly reporting on cost reductions, cash runway, and capital use. The firm also urged the board to retain independent legal advisers and commission a review of oversight, disclosure controls, contracting, compensation, and capital-allocation processes. Kaos cited "numerous legal matters and shareholder demands" disclosed in Capricor's public filings, including securities and derivative actions, a Section 220 books-and-records demand, a patent action, a distribution dispute, and employment-related claims. A further securities class action was filed against the company and certain officers in 2026. "This legal overhang carries cost, distraction, reputational risk, and governance consequences," the letter stated. Kaos emphasized it is not asking Capricor to abandon deramiocel, which it believes "may still have meaningful value for patients." Instead, the firm wants the company to use its cash and public-company platform to build a broader, multi-modality biotechnology enterprise. The proposed M&A committee should evaluate assets in inflammation, fibrosis, tissue repair, targeted delivery, and regenerative medicine, the letter said. Kaos specifically pointed to advanced small-molecule pharmacology targeting the NLRP3/inflammasome signaling pathway as one area of interest. "Conviction in a lead program is not a license for a Board to concentrate all of a public company's capital, risk, and future in a single regulatory outcome," Arviv wrote. The activist push comes as Capricor awaits the FDA's decision on deramiocel. The agency's action date is August 22, though the timeline has grown complicated. After the advisory committee's negative vote in June, Capricor said the FDA was willing to review an amendment containing 24-month Hope-3 data focused on upper-limb function. A new target date has not been formally announced. Roth Capital expects the FDA review could be extended by approximately three months to accommodate the additional data. Kaos said it is prepared to work constructively with the board but warned of escalation if its demands are not met. If the board does not confirm and convene the requested meeting within the specified timeframe, Kaos said it will begin seeking shareholder support to elect its two independent nominees, replace directors, and potentially pursue removal of senior management. "We do not take that step lightly, but continued inaction would leave shareholders no reasonable alternative," the letter read.

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9/18/2026

Boohoo Re-Elects Controversial Director Iain McDonald as Chairman

Times (UK) (09/18/26) Fish, Isabella

Debenhams Group (LON: DEBS), formerly Boohoo Group, has reappointed Iain McDonald as chairman, replacing Tim Morris with immediate effect. McDonald previously served on the board from 2017 until February 2026 and returned after his investment fund, Belerion Capital, invested about $5 million in the company’s equity raise. McDonald and the fund hold more than 17.8 million shares, making them among the group’s largest shareholders. The appointment is likely to renew tensions with Frasers Group (LON: FRAS), which owns about 27% of Debenhams and has previously criticized McDonald and other directors over governance and shareholder value. McDonald’s tenure included the 2020 Leicester supply-chain scandal and controversial executive compensation decisions. Debenhams also appointed Michael Stewart and Stephen Rothwell as independent non-executive directors as it continues its turnaround. Shore Capital criticized the board changes, arguing that McDonald’s return represented continuity rather than a break with the company’s troubled past.

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9/18/2026

Tokyo Court Blocks Toho Poison Pill in Test of Anti-Activist Defenses

Reuters (09/18/26) Yamazaki, Makiko

A Tokyo District Court blocked Toho Holdings’ (TYO: 8129) takeover defense against 3D Investment Partners, preventing the drug wholesaler from issuing warrants that would dilute the fund’s stake if it increased its ownership above 24%. The ruling is closely watched as Japanese companies increasingly use “poison pills” to limit investors. 3D, Toho’s largest shareholder, has sought to raise its stake to 27%, which Toho says could give the fund significant influence over management. The company argued that such influence could pressure it to prioritize short-term gains. Toho’s poison pill received 54.7% shareholder approval at its June annual meeting, meeting the threshold required for activation. The court’s decision could make it more difficult for Japanese companies to use similar measures against investors, although Toho plans to challenge the injunction. Critics of poison pills argue that expanding their use beyond hostile takeover situations can entrench management and undermine corporate-governance reforms. Supporters contend such defenses can protect companies from investors seeking disproportionate influence. The case also highlights tensions surrounding Japan’s growing shareholder-activism movement, as companies face increased pressure from investors seeking changes in strategy, governance, and capital allocation. Previous Japanese court decisions have considered shareholder approval an important factor in determining whether takeover defenses are legitimate.

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9/18/2026

Farewell: Two Carl Icahn Appointees Resign From Caesars Board

Gambling News (09/18/26) Porter, Melanie

Two directors appointed to the Caesars Entertainment (NASDAQ: CZR) board at the direction of investor Carl Icahn have stepped down from their positions, adding yet another layer to the ongoing takeover saga that surrounds the casino operator. Caesars disclosed in a new filing with the U.S. Securities and Exchange Commission that Jesse Lynn, general counsel of Icahn Enterprises, and Ted Papapostolou, chief executive officer of Icahn Enterprises, notified executive chairman Gary Carano that they were stepping down from the board effective immediately. The company has also disclosed that the Icahn Group has given up on its right to appoint replacement directors under its Director Appointment and Nomination Agreement. The move follows Icahn’s unsuccessful attempt to acquire Caesars and raises questions about whether the investor has chosen to step back from his involvement with the company. Caesars did not explain in the filing whether the resignations were related to its decision to reject Icahn’s takeover proposal or not. Lynn and Papapostolou both joined the Caesars board in March 2025, about 10 months after Icahn disclosed that he had built a stake in the casino operator. Their departures follow another important resignation signed by Courtney Mather, another former Caesars director with ties to Icahn Enterprises. Mather decided to leave the board about two months ago, after spending seven years with Icahn's investment company. Icahn owns approximately 5% of Caesars and had been in discussions with the company about a possible go-private transaction dating back to 2025. The investor ultimately offered $34 per share for Caesars, according to earlier disclosures. That was higher than the $31 per share offer from Tilman Fertitta‘s Fertitta Entertainment, which Caesars said yes to. Despite the higher headline price, Icahn’s proposal faced complications surrounding the financing and debt structure of the transaction. Those issues reportedly made the offer less attractive to the Carano family, Caesars’ largest non-institutional shareholder. Caesars shareholders are scheduled to vote on the Fertitta transaction at a special meeting on September 22, 2026. Caesars said it and Fertitta Entertainment have received a second request from the U.S. Federal Trade Commission (FTC) for additional information about the proposed transaction under the Hart-Scott-Rodino Antitrust Improvements Act. The companies have 30 days to respond. “The Company and Fertitta Entertainment intend to continue to work cooperatively with the FTC in its review of the Merger,” explained the Caesars 8-K. The completion of the merger depends on the expiration or termination of the HSR Act waiting period, as well as the satisfaction or waiver of the other conditions included in the agreement accompanying the merger.

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9/17/2026

Glass Lewis Says Anavex Shareholders Should Vote for PVG Asset Nominees

Seeking Alpha (09/17/26) Block, Jonathan

Proxy advisory firm Glass Lewis said that Anavex Life Sciences (NASDAQ: AVXL) shareholders should vote for two of PVG Asset Management director nominees, Curtis Hogue and Jason Kolbert. Glass Lewis also advises voting against incumbent Chairman Jiong Ma and incumbent director Claus van der Velden. In a report, the firm recommended replacing "Ma and van der Velden in favor of novel candidates with more relevant expertise, fresh perspectives and, critically, no evident responsibility for the circumstances giving rise to Anavex's strategic missteps, regulatory headwinds, dubious governance architecture and substantial trading declines." "Stockholders should insist that this board finally have skin in the game and elect all six PVG nominees, who are committed to requiring meaningful stock ownership for all directors and officers as part of our plan to restore and maximize shareholder value," PVG Asset Management President Patrick S. Adams said in a statement. PVG's other four nominees are Adams, John Boris, Rene Mora, and Ralf von Ziegesar. Institutional Shareholder Services, another proxy advisory firm, recently advised voting for Anavex's proposed slate of six nominees.

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9/17/2026

South Korea's Gabia Tender Offer Collapses; Align Partners Shifts to Board Overhaul With Extraordinary Shareholder Meeting Demand

BigGo Finance (09/17/26)

The tender offer for the voluntary delisting of South Korea's Gabia (KOSDAQ: 079940) has collapsed due to insufficient subscriptions, prompting Align Partners Asset Management to shift its battlefront to board restructuring. With the tender offer subscription rate falling far short of the target volume, Align Partners has called for an extraordinary general meeting and demanded the appointment of additional independent directors, pivoting its pressure strategy from price negotiation to governance reform. Align Partners Asset Management issued a statement on the 18th, calling the tender offer's failure "a highly unusual and significant case in the capital markets" and noting that it "demonstrates that a transaction cannot be guaranteed to succeed merely with the consent of the controlling shareholder, and that establishing fair terms acceptable to minority shareholders is critical." Macquarie Asset Management had planned to tender for Gabia shares at 48,000 won (approximately $35) per share, targeting between 3,267,629 and 9,805,505 shares, followed by a voluntary delisting. However, the tender offer, which ran from July 20 to September 17, attracted only 721,413 shares. This represents approximately 5.4% of Gabia's total outstanding shares and only about 7.4% of the targeted shares, falling short of the minimum threshold and causing the transaction to fail. Align Partners had previously argued that the tender offer price was too low, demanding an increase to between 65,400 won (approximately $47) and 79,900 won (approximately $58). However, the core issues raised in its latest statement extend beyond price to the transaction structure and board independence. Align Partners stated that "management pursuing a voluntary delisting is not inherently problematic," but pointed out that "while existing management retains the opportunity for continued involvement and future value appreciation through reinvestment, minority shareholders receive cash and their investment relationship is completely terminated—a structure that raises conflict-of-interest concerns." In particular, Align Partners contends that Gabia's board failed to secure independent valuation verification and the best possible terms for minority shareholders. This assessment aligns with the special committee's opinion. The special committee reportedly recommended a neutral position to the board, citing differences in economic interests between controlling and minority shareholders and the absence of an independent corporate valuation, which limited the ability to assess price adequacy. Align Partners argued that "the greater the conflict of interest in a transaction, the more the board must secure the best terms for minority shareholders through independent valuation verification and negotiation," asserting that such efforts were insufficient during this tender offer process. Following the tender offer's collapse, Align Partners' response quickly shifted to board composition changes. The asset manager has called for an extraordinary general meeting and proposed the appointment of two additional independent directors and one non-executive director. This marks a strategic pivot from negotiating the tender offer price to fundamentally altering the board's independence and decision-making structure. The dual-listing structure remains an outstanding issue. Align Partners emphasized that if Gabia pursues voluntary delisting again in the future, minority shareholders who receive cash and have their investment relationship terminated must be offered better terms than before. The fund also added that, given the dual-listing structure, solutions must be developed to protect the interests of minority shareholders in other listed subsidiaries and sub-subsidiaries such as KINX (KOSDAQ: 093320). An investment banking industry source commented, "This case confirms that a price agreed upon between the controlling shareholder and the acquirer is not automatically accepted by minority shareholders," adding that "in future voluntary delisting transactions, not only the price but also the price determination process and board independence may become critical factors." This incident is expected to be recorded as a rare case in South Korea's capital markets where a controlling shareholder-led voluntary delisting attempt was thwarted by collective rejection from minority shareholders. Notably, with the fund moving beyond simply demanding a higher tender offer price to pursuing governance-level responses through board restructuring, the transparency of price determination processes and board independence are likely to emerge as key issues in similar transactions going forward.

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9/17/2026

Big American Kick-Starts Sale of $1 Billion APAC Cold Storage Business

Australian Financial Review (09/17/26) Thompson, Sarah; Sood, Kanika; Bharadwaj, Angira

Atlanta-based Americold Realty Trust (NYSE: COLD) has fired the starting gun on a $2 billion sale of its operations in Asia Pacific and Europe, succumbing to pressure from investors keen to see the cold storage giant prioritize its North American business. Americold, capitalized on the New York Stock Exchange at $US4.1 billion ($5.8 billion) has mandated Bank of America (NYSE: BAC) and Eastdil Secures Savills for the auction – dubbed Project Alpine. The bankers are shopping 40 warehouse facilities across seven European countries, and Australia and New Zealand, according to confidential sale documents sent to interested parties this month. The Australia and New Zealand operations are expected to fetch at least $1 billion and comprise 17 sites, generating $83 million in annual net operating income and making well north of $100 million in earnings. There is also two other greenfield developments in the pipeline, the documents said. The European assets are worth around $1.5 billion. Investors are being told there is “demonstrated demand momentum across both regions,” backed by the renewal of long-term contracts and growing customer commitments. The “mission-critical” assets offer a “rare window to enter the international cold storage sector at scale … across two highly attractive geographies.” BofA and Eastil, which are running the deal out of California and London, are also highlighting a development pipeline of $1 billion that is directly tied to existing customers. This, the bankers are telling prospective buyers, would provide a new owner with a “clear, actionable path to platform growth beyond the seed assets.” Americold’s stock has struggled under high debt and broader real estate headwinds. Ancora has repeatedly lobbied the company to sell itself or look at exit options for its offshore non-core operations to become a purely North American business. The board last year fielded offers for both its European and Asia-Pacific units. Cold storage businesses provide specialist temperature-controlled facilities for the storage and distribution of fresh and frozen food as well as medicines. Before a slew of offshore buyers came onto the scene recently, the sector was largely the domain of a number of family-owned businesses such as Lago, Swire, Oxford and Montague. Americold’s auction follows a similar move by Michigan-based rival Lineage (NASDAQ: LINE). In April, it was revealed that Lineage, worth $US8.6 billion, had appointed Macquarie Capital to launch a strategic review of its local operations. That unit was expected to be worth at least $2.5 billion. Investors love the sector’s profile: infrastructure-like demand with returns comparable to industrial assets. Demand is non-discretionary and growing, given supply is constrained by construction costs. Both Americold and Lineage have been hoovering up Australian businesses to expand their regional footprint. In 2021, Americold struck a deal to buy Brisbane-based Lago Cold Stores for $106.4 million. The year before, Lineage bought global rival Emergent Cold, which had earlier snapped up Australian businesses Swire Cold Storage and Montague Cold Storage.

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9/17/2026

Jana Partners Pushes Contact-Lens Maker Cooper to Replace Its CEO

Wall Street Journal (09/17/26) Maurer, Mark

Jana Partners is pushing Cooper Cos. (NASDAQ: COO) to replace CEO Albert White, appoint a new board chair, and consider selling or restructuring its businesses. In a letter to the medical-device maker, the activist investor said Cooper needs an urgent overhaul because of what it called chronic underperformance and problems managing inventory and capital spending. Jana urged Cooper to engage potential buyers for its CooperVision contact-lens business and consider selling CooperSurgical’s fertility and medical-device assets. Cooper, valued at about $10 billion, has seen its shares fall around 16% over the past year and 28% since Jana began pressing for changes. Jana built its stake roughly a year ago and previously suggested combining CooperVision with rival Bausch + Lomb (NYSE: BLCO). A proxy fight is possible, with Cooper’s director-nomination window closing in early January.

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9/17/2026

South Korea Advances Mandatory Tender Offer Law to Require Control-seeking Buyers to Bid Majority

Chosun Biz (South Korea) (09/17/26) Geon, Lee

South Korea’s National Policy Committee approved an amendment to the Financial Investment Services and Capital Markets Act introducing a mandatory tender-offer system. The bill would require an acquirer that obtains at least 25% of a listed company’s shares and becomes its largest shareholder to make a tender offer for at least 50% plus one share of the outstanding shares. For example, an investor buying a 30% stake to take control would have to offer to purchase an additional 20% plus one share from other shareholders, including a control premium. The ruling Democratic Party and People Power Party agreed on the 50%+1 threshold after negotiations. Opponents raised concerns that the higher funding requirements could make mergers and acquisitions more difficult and favor large foreign investors over smaller domestic private-equity funds. They also warned that the system could push stock prices above companies’ intrinsic values. A Social Democratic Party lawmaker called for equal treatment of shareholders and suggested requiring buyers to purchase all remaining shares included in the tender offer. The bill will next go to the National Assembly’s Legislation and Judiciary Committee before a final plenary vote.

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