12/21/2025

Permira, Warburg to Buy Clearwater Analytics for $8.4 Billion

Reuters (12/21/25) Vinn, Milana

A group of private equity firms led by Permira and Warburg Pincus has clinched a deal to acquire investment and accounting software maker Clearwater Analytics Holdings (CWAN) for about $8.4 billion, including debt, the parties said in a joint statement on Sunday. Starboard Value earlier in December took a nearly 5% stake in Clearwater, betting that it was undervalued amid investor concerns over its integration of recent acquisitions. Permira and Warburg Pincus have agreed to take Clearwater private for $24.55 per share in cash. The deal price offers a premium of 47% on Clearwater's share price of $16.69 on November 10, before news reports of a potential sale. The deal, which was announced on Sunday, includes the participation of several minority investors, including Francisco Partners and Temasek. "Both firms understand our business and the technology industry and have proven track records fostering growth for some of the largest and fastest-growing technology businesses globally," Clearwater CEO Sandeep Sahai said. The deal provides for a "go-shop" period ending January 23, 2026, during which Clearwater may solicit and evaluate alternative acquisition proposals, with a possible 10-day extension for certain bidders. The transaction is expected to be completed in the first half of 2026, after which the investment and accounting software maker will become a privately held company. The company operates a single, multi-tenant cloud platform that aggregates portfolio data and performs complex accounting and analytics in one place. That structure allows for integration of AI-driven tools to generate more precise, on-demand insights into their portfolios, improving reporting and client service. While some investors may view advances in AI as a potential threat to the business, a source familiar with the deal said the opportunity to deepen Clearwater's AI capabilities and expand the value of its platform was a key reason the take-private transaction was attractive. A source familiar with the matter told Reuters last month that Permira and Warburg Pincus had submitted a joint offer to purchase Clearwater, roughly four years after they helped the software maker get listed on the stock market.

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12/21/2025

Fidelity Pledges Crackdown on Excessive Corporate Pay

Financial Times (12/21/25) Dunkley, Emma

Fidelity International has warned UK company chairs against approving excessive pay packets as part of a broader crackdown on corporate governance standards. The asset manager, which oversees more than $1 trillion, has sent a letter to companies in which it invests, calling for “renewed discipline” on executive remuneration and performance, and “stronger” dialogue with boards on how they allocate their capital and make acquisitions. The letter, seen by the Financial Times, said that although boards need the “flexibility” to design competitive pay packets, “over the past year we have become concerned that the pay-for-performance principle is starting to take a back seat relative to other considerations." Fidelity noted that “we continue to believe that the best incentive structures for executive directors will generally provide a strong link to financial performance,” and that there have been examples of companies proposing to “de-risk management incentives following a run of poor performance” and cases of awards based on low hurdles that have not been “stretching." The pay packages of chief executives at the UK’s biggest-listed companies grew faster in the last financial year than those of US rivals. Median pay at FTSE 100 companies increased 11% to $6.5 million, compared with a 7.5% increase for US chief executives, according to data from Institutional Shareholder Services, a proxy adviser. Still, the US median pay figure of $16 million dwarfs that of the UK. The Investment Association (IA) trade body amended its guidelines last year to give greater flexibility to companies to award top executives higher salaries, despite a series of shareholder protests against bumper pay packets. The IA said at the time that it had “simplified” its remuneration guidelines so that companies could set pay policies to “suit their specific needs” while also “being responsive to shareholder expectations." Fidelity’s refreshed governance expectations also follow sweeping changes to UK listing rules that were aimed at making it easier for companies to float and list on the London Stock Exchange (LSE). The changes handed more power to company bosses to make decisions without shareholder votes, such as in relation to significant transactions. The LSE’s chief executive Dame Julia Hoggett said last month that boards had been more “forceful” about rewarding executives as a way to attract top talent. Fidelity said in its letter that the listing changes meant “shareholders of UK companies now face a more challenging environment for managing risk through active stewardship,” noting that the new regime removed or reduced “some of the touchpoints that previously existed between shareholders and boards” on matters such as mergers and acquisitions. The asset manager will also ask boards to “clearly articulate their capital allocation strategies in their public disclosures” and say that it expects them to “have a robust approach to evaluating” deals, and to be “appropriately prepared for potential takeover approaches." On capital raisings, Fidelity said it would “remind boards to remain mindful of potential negative impacts to existing shareholders” from diluting their holdings. Fidelity said it would also “hold boards accountable when they fail to uphold their duty to shareholders or when we believe they are responsible for significant negative outcomes for our clients.”

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12/20/2025

Opinion: Activist Ananym Capital Urges LKQ to Sell its European Auto Parts Business

CNBC (12/20/25) Squire, Kenneth

Ananym Capital Management is a New York-based investment firm, recently called on LKQ (LKQ) to divest its European operations and refocus on its North American business. Ken Squire, founder and president of 13D Monitor and founder and portfolio manager of the 13D Activist Fund, writes that LKQ is a leading distributor of aftermarket vehicle parts. Its core North America segment (40% of revenue and 55% of earnings before interest, taxes, depreciation and amortization) primarily supplies aftermarket collision parts, such as mirrors and bumpers. The Europe segment (47% of revenue/38% of EBITDA) primarily supplies mechanical and suspension products but contains a wide variety of other replacement and maintenance products. Although the European business is slightly larger by revenue, the North American business has significantly higher margins and a much larger market share compared with its peers. Lastly, the specialty segment (13% of revenue/7% of EBITDA) provides aftermarket parts for the RV market. Originally just a U.S. aftermarket parts business, the company began aggressively pursuing acquisitions in Europe starting in 2011, shifting from a focus on recycled parts consolidation to building and integrating a European footprint. Moreover, these two businesses are not nearly as similar as they sound, in North America they do primarily aftermarket collision parts like mirrors and bumpers and in Europe, it’s primarily mechanical suspension and things under the hood. LKQ is no stranger to shareholder activism. In September 2019, when the stock was trading at $27 per share, ValueAct Capital engaged the company and settled for a board seat for one of its partners. Through this campaign, ValueAct was able to usher in a new wave of operational discipline, where instead of focusing on European M&A, LKQ paused large acquisitions and shifted its focus to growing the company’s free cash flow and executing buybacks at an attractive discount. The results of this campaign speak for themselves, as LKQ’s share price rose to over $60 during ValueAct’s campaign, giving them an 86.39% return on their investment versus 16.15% for the Russell 2000. However, following ValueAct’s exit, LKQ returned to its old ways, shifting their focus back to M&A, and the stock had subsequently declined more than 25% by February 2025, when two new activists entered the stock. In an uninspired campaign and settlement, those activists quickly settled for two board seats for independent directors and the stock has declined by 20% in the eight months since while the Russell 2000 has been up more than 7% during the same time. Now with the stock just slightly higher than it was in 2019 when ValueAct engaged, a third activist has entered to take over where ValueAct had left off, calling on LKQ to divest its European operations and refocus on its North American business. LKQ has always been a company that has benefited from simplification and harmed by complexity – and Ananym’s plan seems to align with this approach: (i) halt major M&A, (i) divest the European business and other non-core assets, and (iii) use the proceeds to fund buybacks and reinvest in organic growth in the core NA segment. Operationally, there are several benefits to Ananym’s plan. While the U.S. functions as a single market with consistent regulations, Europe is a series of nation states each with their own regulatory framework, making integration far more complex. This creates meaningful execution risks, exemplified by the company still needing to integrate more than 20 ERP systems in 18 different countries. Not only would divesting Europe leave the company with a higher margin business with a much larger relative market share, but it would also allow management to devote all their time and resources to North America. The alternative is to continue to focus a disproportionate amount of time on integrating all the European acquisitions across the different European countries all from their headquarters in Chicago and Nashville. The opportunity here is also clear from a valuation perspective. Industrial distribution peers typically trade at mid-teens or higher EBITDA multiples, while LKQ currently trades at 7.3x forward EBITDA. Not only is this a discount to the market, but to its historical levels, as even in its messy conglomerate form, LKQ has still traded on a 10-year historical average of 10x EBITDA. The European business could potentially be sold at an 8 to 9x multiple, but a sale even at the company’s current multiple would be beneficial to unlocking value in the North American business, which could re-rate to its historical multiple of 10x EBITDA. The proceeds from such a sale could enable LKQ to repurchase up to 40% of its outstanding shares, which, when combined with the re-rating of NA, could easily translate to more than 60% upside from the company’s current share price. While strategics with similar models, such as O’Reilly, AutoZone, and Genuine Parts, may find the European business appealing, strategics generally prefer clean businesses and this is far from that. Private equity, on the other hand, feasts on these types of projects, using their operational and restructuring expertise and flexibility of being out of the public eye to unlock these complex assets overtime in a way that is more difficult for public companies to address. In its short history, Ananym has established a reputation for striving to work amicably with management to create value for shareholders, and this situation appears to be no different. The fund has been largely complimentary of LKQ CEO Justin Jude who was named to the position in July 2024 and has his roots in the North American business. Under his short leadership, the company has already taken steps in the right direction — announcing plans to repurchase 14% of outstanding shares and divesting non-core assets such as its self-service salvage business that was sold in August to private equity. It has also signaled that its specialty business is on the market and it’s expected to be sold in the near term. However, Jude seems to be a little more attached to the European business than these other businesses. Persuading him to divest Europe may take a little more time. If we learned anything from the previous activist campaigns at LKQ, this company needs a financially astute shareholder representative, not an independent industry executive. They do not need someone to help them with operations, they need someone to help them financially model, evaluate and potentially execute strategic options and work with the board to arrive at what is best for shareholders. Given Ananym’s reputation as an amicable activist and their constructive relationship with Jude thus far, we think this is a perfect opportunity to put an Ananym representative on the board like Alex Silver who has extensive financial and private equity experience and brings a team of analysts ready to model available opportunities.

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12/19/2025

Korean Proxy Fight Threatens to Derail Trump’s Big Zinc Bet

Bloomberg (12/19/25) Deaux, Joe; Wingrove, Josh

The Trump administration’s investment in a U.S. zinc development has thrust it into the middle of a South Korean proxy fight, an example of how the government’s push for equity stakes in critical industries is facing free-market blowback. The administration announced earlier this week it struck a joint venture with Korea Zinc (010130) to back construction of a $7.4 billion smelter project in Tennessee that would bolster US production of key critical minerals. But the reaction has been mixed, with shares fluctuating as Korea Zinc’s largest shareholders balk at the structure of the deal. The investors — Young Poong Corp. (000670) and MBK Partners Ltd. — filed an injunction this week in a South Korean court to halt a share issuance to fund the new smelter, according to an emailed statement, arguing the move was aimed at evading the proxy battle. The case has the potential to disrupt the administration’s effort to spur domestic production of critical minerals in order to wean the nation off Chinese supplies, a key goal of President Donald Trump’s economic agenda. It also threatens to complicate ties between Seoul and Washington, which were already roiled earlier this year by the president’s tariff push. Critics say the administration’s methods, which include taking direct stakes in critical mineral producers and other firms in sensitive industries, put their goals at risk by inserting the government into business dealings outside of its control. “This does seem to be the first of these deals where there’s a material risk the thing won’t close,” said Peter Harrell, a former Biden administration economic adviser now at the Carnegie Endowment for International Peace. “I do hope that they understood what they were getting into and didn’t just get blindsided by this.” The White House, Commerce Department, and Pentagon did not immediately respond to requests for comment. US officials, speaking on condition of anonymity, expressed cautious optimism that the deal will ultimately proceed and said it would reinvigorate domestic production of key minerals used in defense, aerospace and other sectors. American officials were pitched on the project earlier this year, according to a US official and another person familiar with the matter. The smelter will be built in Tennessee next to an existing facility, which will be used to train staff and be decommissioned when the new one is operational, US officials said. The project would more than double the revenue of Korea Zinc, the officials said, which is one of the largest sources of a mineral that’s ubiquitous in consumer products. The US will get priority for a series of crucial metals, according to the officials. Senator Bill Hagerty, a Tennessee Republican, said at an event in Washington this week that when he recently had a phone call with one of his Wall Street contacts, the person said they were at the Pentagon working with Deputy Defense Secretary Steve Feinberg on the deal structure. “We went through a long discussion about that,” Hagerty said. “We’re bringing Wall Street talent to bear.” The Commerce and Defense departments are involved, with the Pentagon providing debt financing and the government attracting equity investors from the US defense industrial base, the officials said. JPMorgan Chase & Co. is said to be among the investors. The US government is contributing a little over $2 billion, officials said. MBK said in its statement that its legal action does not mean the investor alliance opposes the construction of the smelter altogether. The Trump administration is aware of the proxy fight and potential lawsuits, but isn’t intending to get involved, the U.S. officials said. One official downplayed the dispute as a potential routine corporate dispute. The U.S. doesn’t presuppose the motives, another added. Others raised questions about whether the US overlooked the investor fight in its efforts to move quickly. “You win some, you lose some,” in dealmaking, Harrell said. “But that’s not how the US government usually works. It is very risk-averse and tries not to put itself into a messy situation.”

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12/18/2025

Toyota Industries Buyout Bid Dips 16% Below Stock Holdings

Bloomberg (12/18/25) Takahashi, Nicholas

Toyota Group’s proposed ¥4.7 trillion ($30 billion) offer to privatize a forklift maker has prompted one of the world’s most tenacious investment funds to call it a lowball offer. A closer look at the company’s shareholdings helps explain why. The buyout company, Toyota Industries Corp. (TYIDY), owns shares valued at ¥5.6 trillion, just shy of the company’s own market value, according to data compiled by Bloomberg. That makes the June buyout offer nearly ¥1 trillion, or 16%, below the value of those shareholdings. Toyota Industries was founded nearly a century ago as a loom maker by the great-grandfather of Toyota Motor Corp.’s (TM) current chairman, who heads the real estate firm leading the buyout. Besides the historical significance of Toyota Industries, the bulk of its holdings are those of other group firms, making Toyota Industries a strategic company. What’s more, Toyota Industries had ¥506 billion in cash, equivalents and short-term investments at the end of September, according to data compiled by Bloomberg. The gap between the take-private proposal and the value of Toyota Industries’ holdings has become a major sticking point for Elliott Investment Management, which has built a 5% stake in the company, and is said to have been talking to Japanese funds to gain support for its campaign against the buyout offer. The offer price “is a matter of discussion and agreement between Toyota Fudosan and Toyota Industries Corporation,” a Toyota Motor spokesperson told Bloomberg. Toyota Industries said it maintains constructive discussions with all its shareholders but declined to comment on the actions of any specific investor. A Toyota Fudosan spokesperson said the company is aware of the situation and is watching share movements carefully. It’s common in Japan for publicly traded companies to hold stakes in each other, partly to cement business ties. The market value of Toyota Industries’ largest 10 cross-shareholdings has gone up more than 20% since the take-private offer was announced. A group led by Toyoda announced plans in June to privatize Toyota Industries, once a maker of textile looms that gave birth to what is now the world’s biggest carmaker. The proposal included a tender offer of ¥16,300 for each share of Toyota Industries, or an 11% discount to the company’s closing price on the day it was announced. Toyota Industries shares closed trading on Thursday at ¥17,725, up 38% for the year. A group of investors, in a letter submitted in August to the boards of Toyota Motor and Toyota Industries, called for more transparency in how the group arrived at that valuation. “Central to our concerns is the lack of full valuation disclosure,” the group said, citing numerous issues including limited price negotiations, no exclusion of conflicted parties in the minority vote and an opaque valuation methodology with no disclosures around financial projections, among others. A special-purpose company will be created to private Toyota Industries, which in turn will mostly be owned by Toyota Fudosan Co., an unlisted real estate firm chaired by Toyoda. The founding family’s scion will also personally invest ¥1 billion in the new entity. 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.

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