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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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10/22/2026

Nidec Poses New-Old Test for Japanese Buyouts

Reuters Breakingviews (10/22/26) Lockett, Hudson

Nidec (TYO: 6594), Japan’s $16 billion precision-motor maker, is facing a major accounting crisis that could lead to its delisting from the Tokyo Stock Exchange, potentially creating an opportunity for private-equity investors. New CEO Michio Kaida said the company is still seeking auditor PwC’s approval for delayed financial results after recognizing about ¥1.1 trillion ($7 billion) in write-downs, including roughly ¥480 billion linked to accounting irregularities. Nidec must resolve its financial reporting issues by October 28 to avoid a forced delisting, while its shares have fallen sharply. The crisis is reminiscent of Toshiba, which following a 2015 accounting scandal became a high-profile option for hedge funds and investors including Elliott Management and Third Point. Nidec has also attracted investor interest, with Oasis Management building an almost 8% stake. Buyout firms such as Bain and KKR (NYSE: KKR) have the financial resources and restructuring expertise to pursue a takeover, but several obstacles could complicate a deal. Japanese authorities may consider some of Nidec’s more than 350 subsidiaries strategically important, while foreign investors could face resistance because of the company’s importance to Japan’s export economy. The experience of Toshiba, which ultimately went to a domestic consortium after foreign bidders faced concerns about strategic ownership, illustrates the potential difficulties. A successful Nidec transaction could therefore become an important test of Japan’s evolving corporate-governance and M&A environment.

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10/19/2026

Starboard Sees Value in Apple Chip Supplier Skyworks

Bloomberg (10/19/26) Sun, Mengqi

Starboard Value sees significant upside in Skyworks Solutions (NASDAQ: SWKS) following its acquisition of rival wireless chipmaker Qorvo, believing the combined company remains undervalued. The merger, valued at approximately $22 billion, was completed this month after both companies faced slowing growth following Apple’s (NASDAQ: AAPL) shift toward developing its own components. Starboard views the companies’ complementary product portfolios as an opportunity to expand growth and improve profitability. Key targets include achieving at least $500 million in annual cost savings within three years and operating margins of 30% to 35% within two to three years. Starboard believes investors have yet to fully recognize these potential benefits. The investor previously held a stake in Qorvo and pushed for operational improvements, securing board representation without a proxy fight. Two executives it helped appoint to Qorvo’s board remain on Skyworks’ board following the merger. Skyworks manufactures wireless communication chips used in smartphones, data centers, and defense equipment. Its challenges include reduced demand from Apple-related business as the technology company increasingly adopts internally developed components. Starboard’s optimism reflects its broader investing strategy of identifying undervalued companies and pressing for operational improvements. Successful integration, cost reductions, and margin expansion could strengthen Skyworks’ competitive position and shareholder returns, although realizing these benefits will depend on execution.

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10/19/2026

Oasis May Seek Extraordinary General Meeting to Revamp Nidec Board

Nikkei Asia (10/19/26) Obe, Mitsuru

Oasis Management is considering calling an extraordinary shareholder meeting at troubled Japanese motor maker Nidec (TYO: 6594), as the Hong Kong investor seeks to revamp oversight at the company, which last month reported a historic loss for the last fiscal year amid a massive accounting scandal. The measures Oasis is pushing for include adding foreign members to the board and having a more proactive nomination committee that evaluates board performance and identifies candidates who can more effectively oversee management. "If they don't go ahead and take action quickly on that front, we're going to have to call an EGM (extraordinary general meeting)," said Seth Fischer, the founder and chief investment officer. He was speaking at the Sohn Investment Conference in Tokyo on Friday. Oasis owns 9% of Nidec's outstanding shares, making it the company's largest single shareholder. Nidec founder Shigenobu Nagamori, an 82-year-old known for berating his executives, owned 8.6% of the company outright and another 3.5% through a family-controlled entity as of March 31. Nagamori was pushed out of Kyoto-based Nidec in February amid an investigation by an independent committee into allegations that the company had engaged in improper accounting for years. Fischer on Friday said Oasis could increase its Nidec holdings "substantially ... depending on price and some other factors." Under Japanese law, a shareholder that has held at least 3% of voting rights for six months can request that a company convene an EGM. Oasis's stake in Nidec first came to light on March 11. In September, Nidec installed its fourth president in six years, seeking a fresh start after more than four years of turmoil marked by Nagamori's interventions in management as founder and largest shareholder. "Nidec is a microcosm of the things that can go wrong at companies when governance isn't working," Fischer said. "In this case, you had a founder who was the president, chairman and later honorary chairman. He was extraordinarily powerful and had no real governance oversight above him. There was nobody to hold him accountable." With its special designation over irregular accounting allegations reaching the one-year mark at the end of this month, Nidec faces a Tokyo Stock Exchange review. If the company fails to establish appropriate internal controls to the regulator's satisfaction, it could face delisting. On Oct. 7, Oasis urged Nidec to explore privatization options while it works on revamping its internal controls.

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10/19/2026

Whitbread Board Opposes Corvex Director Appointment Proposal

Investing.com (10/19/26)

Whitbread PLC (LON: WTB) published an investor presentation today opposing a resolution from to appoint a new director to its board, according to a press release statement. The company announced the presentation ahead of a general meeting scheduled for November 9, 2026, which was requisitioned by Corvex Management LP. The meeting will take place at Whitbread Court in Dunstable, Bedfordshire at 1pm. Whitbread’s board unanimously recommends shareholders vote against Corvex’s proposed resolution to appoint James Gemmel as a director. The board cited three reasons for its opposition: confidence in its existing five-year strategic plan, early progress in implementing that plan, and the current board’s experience. The company stated it completed a strategic review advised by Goldman Sachs (NYSE: GS), J.P. Morgan Cazenove, and Morgan Stanley (NYSE: MS). Whitbread reported its H1 FY27 performance shows early progress on the plan's execution. The board stated that Corvex has not presented an alternative to the five-year plan or explained how adding Gemmel would improve the plan's execution or enhance board capabilities. The board expressed concern that the appointment could create distraction during implementation. All directors plan to vote their personal shares against the resolution. Additional details are available in a shareholder circular published on October 13, 2026. The investor presentation will be available on Whitbread's website at www.whitbread.co.uk.

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10/18/2026

Flashlight Capital Partners and Turton Capital Urge South Korea's Orion to Abandon JoongAng Ilbo Acquisition, Citing Approximately $451 Million Burden

BigGo Finance (10/18/26)

Flashlight Capital Partners and Turton Capital have simultaneously moved to put the brakes on Orion's (KS: 271560) push to acquire JoongAng Ilbo. Flashlight Capital Partners (FCP) and the U.S.-based investor Turton Capital each sent open letters to Orion's board on the 19th demanding that it halt the acquisition plan. Both funds raised questions not only about the business rationale for the deal but also about the owner family-centered governance and capital allocation practices. The first issue raised was the financial burden. Turton Capital estimated the total burden, including debt and payment guarantees, at about 600 billion won (approximately $451.3 million), equivalent to around 14% of Orion's market capitalization. The investor argued that "the newspaper business is not the food business and is not included in Orion's corporate value enhancement plan," and that it must be asked whether a large investment unrelated to the core business serves shareholder interests. FCP, in its letter the same day, said "no synergy whatsoever can be found between a confectionery company and a newspaper company" and that "one cannot help but ask whose idea this is." It also demanded that the company halt the acquisition push and explain the background of the decision. Its position is that future large-scale acquisitions unrelated to the core business should require a stated rationale, independent review, and prompt disclosure. Orion participated in the preliminary bidding for the sale of JoongAng Ilbo last month and was named a qualified acquisition candidate, with the main bidding closing that day. JoongAng Ilbo has been pursuing a sale to improve its financial structure and normalize management since entering a workout program. The newspaper posted a net loss of 92 billion won (approximately $69.2 million) in the first half of this year alone. FCP's demands go beyond halting the acquisition. It presented five proposals and said it will await a formal response by the 13th of next month. FCP cited the owner family's compensation structure as a cause of Orion's undervaluation. It noted that Chairman Dam Chul-gon and Vice Chairwoman Lee Hwa-kyung have received large sums from both Orion and Orion Holdings even though they stepped down from registered director positions at both companies in 2013. According to last year's business report, Chairman Dam received 2.6 billion won (approximately $2.0 million) and Vice Chairwoman Lee 2 billion won (approximately $1.5 million)—far exceeding the 1.1 billion won (approximately $830,000) salary of President Lee Seung-joon, the chief executive. FCP argued that the structure must change, in which a controlling shareholder who is not a board member collects compensation outside the scope of the shareholders' meeting's review of the compensation cap. It also cited as grounds that the National Pension Service, which holds a 9.1% stake, voted against the compensation cap item four times but was blocked each time by the owner family's stake and the measure was repeatedly voted down. It also took issue with valuation metrics. Orion is the No. 1 player in South Korea's confectionery market with a 22% share and generates two-thirds of its revenue overseas, yet its enterprise value-to-EBITDA (EV/EBITDA) ratio remains at 2.7 to 3 times, according to the fund. That is far lower than the 6 times or more, and in some cases 10 times or more, at which food companies at home and abroad typically trade. Its net cash and financial assets stand at about 2.1 trillion won (approximately $1.6 billion), more than half its market capitalization, but its dividend yield is just 2.8%. FCP pointed out that the owner couple's effective dividend yield is 4.9%, higher than that of ordinary shareholders. Its M&A track record also came under scrutiny. In January 2024, Orion invested 550 billion won (approximately $413.7 million) in LigaChem Biosciences (KOSDAQ: 141080) to secure a 25.73% stake and become its largest shareholder, and the share price plunged 18% immediately after the announcement. FCP criticized the company, citing precedents in which it sold off OnMedia, Bennigan's, and Buy the Way in succession, asking whether the same mistake is being repeated. Lee Sang-hyun, FCP's chief executive, said, "It seems they have not learned lessons from past failures." The alternative proposed was the pet food business. FCP cited the high growth potential as the number of companion animals reaches six times the number of infants and toddlers aged 0 to 4 amid a worsening low birth rate, and the fact that the world's No. 1 and No. 2 pet food companies, Mars and Nestlé (OTCMKTS: NSRGY), also started out in the confectionery business. "If governance alone is fixed, it can become a 'second Samyang,'" Lee said. He added that he requested a meeting with the board and access to the shareholder register on the 15th of last month but received no response. Turton Capital also raised issues with inter-affiliate fund transactions and board independence, and demanded that more surplus cash be used for shareholder returns. With the two investors' demands overlapping, Orion's board will inevitably have to weigh shareholder sentiment when deciding whether to proceed with the acquisition. The market is watching whether this campaign will translate into actual increases in shareholder returns. JB Financial (KRX: 175330), in which Align Partners participated as a major shareholder, unveiled a plan to raise its total shareholder return ratio from 32.4% in 2024 to 45% in 2026 and to 50% over the long term, while continuing share buybacks and cancellations. KT&G also decided in September to buy back and cancel an additional 360 billion won (approximately $270.8 million) worth of shares, following the full cancellation of about 1.8 trillion won (approximately $1.4 billion) worth of treasury shares in April this year. The trend of companies that attract investor capital adjusting their dividend and buyback policies is taking hold in South Korea. For Orion, the situation is one of choosing between completing the acquisition and placating shareholders. Forcing the deal through brings with it a financial burden of 600 billion won and controversy over weakening its focus on the core business. Backing off, conversely, means losing the justification of securing a growth engine and having to give shareholders an answer on where to spend the money. It will also be hard to avoid criticism that it was passive on dividends while sitting on more than 2 trillion won (approximately $1.5 billion) in net cash. The deadline FCP set for a response is the 13th of next month.

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10/16/2026

Oasis Management Pushed Vail Resorts to Use AI-Drive Strategy Help Before Proxy Fight

Denver Business Journal (10/16/26) Barackman, Jenna

Before mounting a campaign to reshape Vail Resorts' (NYSE: MTN) board, Oasis Management spent over a year pushing the company behind the scenes to make changes it believed would improve the ski giant's performance, including using artificial intelligence to help guide business strategy The Hong Kong-based investment management firm Oasis Management Co Ltd. owns 9% of Broomfield-based Vail Resorts Inc. The investor has been pushing for boardroom change at Vail Resorts, nominating four candidates to its board of directors, arguing Vail Resorts has suffered from years of weak shareholder returns, declining guest satisfaction, operational missteps and insufficient board oversight. Oasis Management started meeting with Vail Resorts' investor relations team and top leadership nearly 18 months ago seeking changes to company strategy, being rebuffed and ultimately launching a campaign to have shareholders elect its chosen directors, the company said in a Tuesday U.S. Securities and Exchange Commission (SEC) filing. “We believe that Vail Resorts could be worth significantly more than its current stock price, that the status quo is untenable and that change is urgently needed to address the Company’s longstanding deficiencies and restore growth, profitability and credibility,” Oasis said in its SEC filing. A spokesperson from Vail Resorts said the company has made multiple changes over the past 16 months, including by launching its Epic Experience strategy to invest in the resorts' food offerings, ski lesson services, gear rental, guest engagement and talent. "We have enhanced our leadership team, revamped our marketing approach to celebrate what makes each of our mountains unique, and introduced new pass and lift ticket products and pricing strategies designed to broaden access," a Vail spokesperson said in an email. "We’ve already seen early proof points, including record guest satisfaction scores last year, increased lift ticket market share, and outperformance versus the industry on pass sales for the upcoming season." "As we look to the future, our focus is on building on that progress through disciplined execution, especially with our recently launched Epic Experience strategy to drive the next chapter of growth for Vail Resorts by making every part of the mountain journey more seamless, personalized, and memorable," the spokesperson continued. A preliminary proxy statement filed Tuesday ahead of Vail Resorts' annual shareholder meeting, expected in December, reveals that Oasis had met with company executives, including CEO Rob Katz, for more than a year to discuss issues before publicly advocating for change. Oasis, which began building its stake in the company April 2025, met with company leadership repeatedly in the following months, discussing company strategy around pricing, capital expenditures and operations, according to the Tuesday filing. During two meetings in July 2025, Oasis met with Vail Resorts CEO Rob Katz discussing ski pass pricing, operational efficiency and other matters, Oasis said in its proxy filing. The investment firm offered to pay for Vail Resorts to use what it said is "a leading AI consulting firm” to help optimize its Epic Pass and lift ticket pricing strategies, "harmonize the Company’s structured and unstructured customer experience data, weather forecasts and other data" and create a unified operating model for the company, Oasis' proxy filing said. Katz declined Oasis’ offer to pay, but agreed to review the proposal, the Oasis SEC filing said. Vail Resorts ultimately did not engage with the AI firm it recommended, Oasis said. The four candidates Oasis wants shareholders to elect include M. Ashton Hudson, the Florida founder and chairman of Riverwood Asset Management and partner at Value Acquisition Fund; former Disney (NYSE: DIS) CEO Robert Chapek; Utah venture capitalist Bryce Roberts and Picabo Street, a former World Cup alpine ski racer and Olympic gold medalist. Each of the candidates are being compensated to run for a board seat, according to previous SEC filings. The filing details that Oasis and Vail leaders continued meeting into 2026. In August, Oasis asked Katz to consider appointing Chapek to the Board. Katz interviewed Chapek, according to the filing, and provided some feedback calling him a “thoughtful guy.” Oasis then recommended two other candidates to the board which Katz also interviewed, the filing says. After director Sue Decker decided not to seek reelection, Oasis said Katz indicated he would share Chapek's name and those of the other candidates for consideration. Later, Katz made it clear the company did not intend to nominate any of them, the Oasis filing said. “We have sought to engage constructively with the Company, including by making numerous recommendations and introducing director candidates who we believe would contribute effectively to the Board,” Oasis said. “Unfortunately, the Company has largely ignored our recommendations, declined to appoint any of our candidates and appears no closer to addressing its longstanding guest experience issues.” In the weeks since Oasis launched its proxy push, Oasis has increased its stake in Vail from 6.2% in mid-September to 9% today. The board nominations come as Vail struggles to recover from an unusually warm and dry winter that plummeted visitation and, months later, have partially caused Vail’s multimountain access ski pass, the Epic Pass, to endure a steep decline in pass sales, a trend in recent months. But Oasis said the issues with the company are not primarily due to weather or its large network of 42 ski areas that it owns and operates. Instead, Oasis said issues lie with its board leadership, guest experience and continued operational deterioration. Oasis said Vail’s “stagnant, one-size-fits-all guest experience” has alienated guests, leaving both budget-conscious skiers and high-income guests with few options to have an experience that meets their needs. Marketing has also fallen behind, it said, and other major, public incidents, like labor unrest and overcrowding, has significantly devalued the company’s guest experience. It also argued that despite spending more than $1.5 billion on acquisitions and growing from 12 to 42 resorts, Vail's profitability has worsened and pass sales have fallen, suggesting the company has failed to translate growth into stronger financial results. During former Vail Resorts CEO Kirsten Lynch’s tenure, which lasted from 2021 to 2025, for example, the company lost around half of its value. Oasis said the board was too slow in replacing her, and when it did, no meaningful change was made by bringing back Katz, who was the CEO before Lynch.

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10/16/2026

Novavax Shareholder Shah Capital to Step Back From Role

Reuters (10/16/26) Pandey, Sahil

Shah Capital, one of Novavax’s (NASDAQ: NVAX) largest shareholders, announced on October 16 that it no longer intends to influence control of the vaccine manufacturer following its restructuring into a family office. The investment firm filed with the U.S. Securities and Exchange Commission to voluntarily withdraw its registration as an investment adviser. Its investments will now be managed through Himanshu Shah Family Office LLC. Himanshu Shah, Shah Capital’s founder, president, and chief investment officer, remains a significant Novavax shareholder. According to LSEG data, Shah Capital reported beneficial ownership of 10.54 million shares, representing approximately 6.39% of Novavax. Shah personally reported beneficial ownership of 10.66 million shares, or about 6.46% of the company. The regulatory filing also disclosed that Shah Capital Fund LLC sold 2.87 million Novavax shares on October 5 at an average price of approximately $11.35 per share. The move signals a shift in Shah Capital’s investment structure and its approach to corporate influence.

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10/15/2026

Oasis Urges Competition in Bids for Scandal-Tainted Kobayashi

Bloomberg (10/15/26) Taniguchi, Takako; French, Alice

Oasis Management, the largest shareholder in Kobayashi Pharmaceutical (TYO: 4967), is urging the Japanese health products company to ensure a competitive and transparent privatization process as it considers a potential buyout exceeding ¥500 billion ($3.2 billion). Oasis founder Seth Fischer argued that the company should not favor a particular bidder based on the preferences of its chief executive or founding family. Kobayashi is pursuing privatization while recovering from a 2024 scandal involving contaminated supplements linked to suspected deaths. Private equity firms CVC Capital Partners and Nippon Sangyo Suishin Kiko are reportedly considering a joint bid, although Kobayashi has received only a preliminary, non-binding proposal and has not made a decision. No competing bidders have emerged publicly. Fischer said other interested parties should receive access to necessary information and opportunities to submit proposals. An independent committee of outside directors could help oversee the process, although it remains unclear whether such a committee has been established. Kobayashi’s shares have risen following news of the potential buyout, giving the company a market capitalization of approximately ¥571 billion. Oasis owns 14.41% of the company, while the founding family remains its second-largest shareholder.

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