1/16/2026

San Antonio Investor Biglari Pulls Jack in the Box Board Nominee but Vows to Keep Pushing

San Antonio Business Journal (01/16/26) McDonald, Lauren

A San Antonio activist investor has pulled his nominee for national burger chain Jack in the Box’s (JACK) board but plans to continue his efforts to influence who the company appoints later this year. Biglari Capital Corp. said Jan. 14 that it will no longer pursue the nomination of Douglas Thompson to the board of Jack in the Box Inc., following Thompson’s recent appointment as chief operating officer of the Mediterranean fast-casual chain CAVA (CAVA). Biglari previously intended for Thompson to bring his years of restaurant industry experience to the food chain's board, which Biglari has said is “long overdue” for a refresh. Thompson is currently CEO of the hot chicken restaurant group Tumble 22 Holdings LLC, and he has held that position since 2022. He previously held leadership roles at Texas Roadhouse Inc. (TXRH), Carrabba’s Italian Grill and Outback Steakhouse Grill. CAVA announced Thompson’s appointment as COO on Jan. 12. Local entrepreneur Sardar Biglari owns Biglari Capital Corp., a major shareholder of San Diego-based Jack in the Box Inc. He has in recent weeks pushed the company’s stockholders to help him place his chosen nominee on the board. Biglari intends to continue conversations with Jack in the Box leadership about nominating another “qualified candidate,” per the latest filing, and may decide to "engage in a withhold campaign against one or more directors” proposed by Jack in the Box. The board members will be approved by shareholders at the company's upcoming annual meeting, for which the date is not yet announced. Biglari has been a major investor in Jack in the Box since 2023, and his associated companies own around 1.88 million shares. Jack in the Box operates more than 2,000 locations in 21 states. The chain has around 200 locations in Texas and more than 30 restaurants in the San Antonio area, according to its website. Biglari filed a preliminary proxy statement in December asking shareholders to elect Thompson to the board. Biglari says he has met with Jack in the Box leadership on several occasions to discuss his desire to see the company make changes to increase profits. But in July 2025, Jack in the Box's board took a poison pill approach by adopting a limited-duration stockholder rights plan. This was interpreted at the time as an attempt to prevent a hostile takeover effort by Biglari. He later asked to join the board himself but was denied the appointment, so in October 2025 he submitted a formal notice of his plans to nominate himself and Thompson. He withdrew his own name in December. Biglari is also pushing Jack in the Box shareholders to vote against a proposed compensation plan and other items that will be voted on during the annual meeting. “We invested in the company nearly three years ago with a firm belief that, under the right leadership and oversight, it can achieve long-term success,” Biglari said in its proxy filing. “We have made every effort to work constructively with the board and management toward that end. However, the board refused to engage with us in good faith, and it has become painfully obvious that the board does not possess the skills or knowledge to turn around the company's operations.” Biglari did not return a request for comment. Jack in the Box isn't the only company Biglari has aimed to influence in this way. The investor pushed Cracker Barrel Old Country Store (CBRL) shareholders in late 2025 to oust CEO Julie Masino following a controversial attempted logo rebrand at the company, of which Biglari is a major shareholder. Stakeholders ultimately backed Masino and elected to keep her on the board. Biglari has also previously sought a seat on Cracker Barrel's board, like he has with Jack in the Box. Biglari also has a controlling interest in Steak 'n Shake and Maxim magazine.

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1/16/2026

Prominent South African Investor in Hot Water With WeBuyCars

Daily Investor (01/16/26) Neethling, Bianke

Investor Albie Cilliers has alleged that WeBuyCars (WBC) sent him a legal letter requesting that he remove any public statements he has made about the company. This comes days after Cilliers claimed via social media that WeBuyCars refused to provide him with a copy of the company's securities register. Cilliers is a self-described activist investor and regularly comments on and analyses publicly listed companies via social media, particularly on X, formerly known as Twitter. On January 14, 2026, Cilliers said via X that he had received correspondence from legal representatives of a listed company regarding commentary he made on matters of public interest. “They demanded that I take down and/or delete 'any posts' relating to them,” Cilliers said, not naming the company involved. “I stand by the importance of open, good-faith discussion about public companies, while remaining willing to correct any factual errors if clearly demonstrated. I will not be engaging further via social media on this matter.” “Furthermore, if it was not already clear to most reasonable people on X, any witty reference to 'mafia' in a business context is used purely as a colloquial metaphor, without implying any criminality or illegality.” Cilliers did not name the company in this initial post, but a day later, on January 15, 2026, he posted a link to a Substack article he had authored, titled “Response to We Buy Cars legal demand.” In this article, Cilliers explains that he received legal correspondence from law firm ENS, acting on behalf of WeBuyCars, on January 13, 2026. This legal letter, Cilliers claimed, accused him of making false, misleading, or defamatory statements concerning WeBuyCars, and requested that he remove “any posts” referencing the company. In his Substack article, Cilliers included the response he sent to this letter, as well as the back-and-forth correspondence that followed. The legal letter came days after Cilliers claimed in a now-deleted post on X that WeBuyCars required payment of a Computershare administrative fee of R1,075.00 before a copy of the company’s securities register would be provided. In December 2025, Cilliers also posted a now-deleted thread on X regarding WeBuyCars’ acquisition of a 49% stake in the digital vehicle auction platform GoBid for R376.8 million. According to Cilliers, these statements prompted WeBuyCars, through ENS, to issue a legal letter, which allegedly accused him of making false or misleading statements in these posts. According to Cilliers’ Substack article, ENS’s letter did not identify any specific statement in the December thread which is alleged to be false, “nor does it set out the respects in which any such statement is said to be factually incorrect.” He said the letter requested that Cilliers remove any posts he had made related to WeBuyCars. In response to the initial letter, Cilliers denied making any false, misleading or defamatory statements regarding WeBuyCars, saying his posts constitute opinion, commentary and analysis on matters of public interest. He said that if WeBuyCars disputes any of the statements he made, particularly the above mentioned posts, the company is at liberty to state so. However, he said that he is prepared to consider correcting, clarifying, or removing any specific statement if WeBuyCars identifies the exact post and wording complained of and demonstrates why the statement is factually incorrect and not a protected opinion or fair comment. Cilliers disagreed with ENS’s blanket demand to remove “any posts” related to WeBuyCars, which he called “overbroad, unreasonable and inconsistent with lawful public commentary on matters of public interest.” According to Cilliers’ Substack article, ENS responded by saying that its client stands by its demands made in the first letter. The firm allegedly said that, should Cilliers fail to provide a written undertaking to comply with the demands made in the initial letter, it holds instructions to approach the High Court for urgent interdictory relief. “We further hold instructions to seek a punitive costs order against you for being forced to protect our client’s rights; and our client’s rights to institute an action for damages against you remain reserved too,” the firm allegedly wrote to Cilliers. In response, Cilliers reiterated his position that his statements did not constitute defamation and constituted fair comment on matters of public interest. He again expressed concern with the request to remove any posts related to the company, saying this would include posts dating back to early 2025. “In summary, I do not accept that the December thread is unlawful, that any urgent relief is warranted, or that the sweeping takedown demanded is sustainable,” he said. However, Cilliers explained that, in the interest of “starting 2026 fresh and focusing on what really matters,” he would be deleting the posts he made related to the securities register and the December thread. Neither of these posts currently appears on Cilliers’ X profile. Daily Investor reached out to WeBuyCars regarding the legal letter, and was told that the matter is sub judice and cannot be commented on at this stage.

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1/16/2026

ISS Recommends Shareholders Approve Kimberly-Clark's Planned Kenvue Deal

Reuters (01/16/26) Herbst-Bayliss, Svea

Institutional Shareholder Services (ISS) on Friday recommended that shareholders approve plans by Kleenex maker Kimberly-Clark (KMB.O) to buy Tylenol maker Kenvue (KVUE.N) saying a tie-up could improve financial metrics. "On balance, support for the transaction is warranted," wrote ISS, whose recommendations often guide how large investors vote on hot-button issues like mergers and who serves on boards. Shareholders will vote on January 29. Kimberly-Clark in early November proposed buying Kenvue for more than $40 billion to create a global consumer health company with brands like Band-Aids and Huggies diapers. Investors, including Toms Capital and Third Point, had been pushing Kenvue to sell itself at the same time the company faced ongoing liability ?litigation over talcum-containing baby powder and warnings from the White House that the active ingredient in Tylenol could cause autism. ISS, in its note, acknowledged that a critical question for shareholders will be the "sustained negative market reaction" and uncertainties about the litigation revolving around Kenvue products. Kimberly-Clark's share price has dropped roughly 17% since ?the deal was ?announced. Kenvue's share price has tumbled 35% since the former consumer healthcare division of Johnson & Johnson (JNJ) was listed as a public company in 2023. But ISS noted that a tie-up between Kimberly-Clark and Kenvue would bring positive synergies and benefits for the company's strategic goals. It also noted that it is positive that no shareholder has publicly criticized the planned deal.

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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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1/15/2026

Shareholder Activism Pushes Japan M&A Debt Higher

IFR (01/15/26) Sato, Wakako

Heightened shareholder activism is fueling more frequent bidding wars in Japan’s M&A market, piling pressure on lenders to increase the size of the financings backing the offers. The M&A loan for unlisted real estate company Toyota Fudosan is the latest example after it sweetened its bid on Thursday to take its forklift maker affiliate Toyota Industries (6201.T) private in a deal valued around ¥5.4 trillion (US$34.04 billion), having faced criticism from shareholders over its initial offer. Toyota Fudosan, owned by Japanese automaker Toyota Motor (TM), increased its bid by 15% and the size of the loan backing the acquisition now totals ¥3.56 trillion. Mizuho Bank, MUFG and Sumitomo Mitsui Banking Corp are the initial lenders, and had previously lined up a borrowing of up to ¥3 trillion. While the increased size is daunting – and will make the financing Japan’s second-largest M&A loan, according to LPC data – the Toyota halo and the relationship pull the conglomerate commands over domestic banks could help it cross the line. “Unlike typical private equity funds-sponsored deals, this is a Toyota transaction of a fundamentally different nature,” said a senior LBO banker at a Japanese bank. “The key question is how lenders will assess it from a corporate risk perspective.” Lenders are not expected to apply the same approach in other situations requiring increased amounts of debt, particularly in leveraged buyouts involving financial sponsors. According to Jin Nishikawa, head of M&A finance at MUFG, if a debt requirement increases, the borrowing can be enhanced and structured with assets such as real estate and marketable securities. Such situations tend to occur more often in deals involving non-financial sponsors. Toyota Fudosan was forced to sweeten its offer for Toyota Industries under shareholder pressure. U.S. investor Elliott Investment Management, which holds a 5% stake in Toyota Industries, said on Thursday it would not tender its shares even under the improved terms as the company continues to be very substantially undervalued. A similar dynamic is playing out regarding the potential management buyout of Tokyo-listed auto parts maker Pacific Industrial (7250.T). On January 9, Core, a special purpose company established by Pacific Industrial President Tetsushi Ogawa, increased its offer for a second time for the company following a previous increase last October. As a result, the debt backing Pacific Industrial’s MBO is now ¥238.1 billion, increased from ¥231.3 billion in October, which had already been upsized from the ¥184.6 billion financing put in place in July at the time of the original offer. MUFG is the sole lender of the senior portion. The latest offer price has won acceptance from Singapore-based Effissimo Capital Management, which has an 18.18% stake in Pacific Industrial and had been pressing for better terms for existing shareholders. Meanwhile, CVC Capital Partners in November increased the size of a loan backing the LBO of Japanese cosmetics maker Mandom (4917.T) to ¥60 billion from an original size of ¥53 billion. CVC was forced to revise its offer price after activist funds opposed its initial proposal in late September. While the activist funds accepted CVC’s revised offer, the deal took an interesting twist after rival PE fund KKR submitted a counterbid for Mandom on Wednesday. KKR plans to launch a tender offer at ¥3,100 per share by the end of this month, 23% higher than the ¥2,520-per-share sweetened bid from CVC. KKR has received commitment letters from two financial institutions and KKR Capital Markets for debt financing backing its counteroffer. Effissimo itself has benefited from shareholders pushing for a higher offer. In November, it successfully completed the tender offer for Osaka-based chemical products maker Soft99, acquiring a 31.3% stake and outbidding the original MBO plan led by the company's president Hideaki Tanaka. MUFG, the sole lender of the MBO loan backing the original plan, had increased the facility to ¥44.91 billion from ¥39.43 billion to sweeten its offer. Bankers expect the MBO boom to continue this year, driven by business restructuring, stricter Tokyo Stock Exchange listing rules and rising shareholder activism. Japan is a hotbed for shareholder activism with a record 56 such campaigns in 2025, accounting for 22% of the global share and the vast majority of the 65 campaigns in Asia Pacific, according to a research report from Barclays (BCS).

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1/15/2026

US Shale Producers Devon Energy and Coterra Energy in Merger Talks, Sources Say

Reuters (01/15/26) French, David

Devon Energy (DVN.N) and Coterra Energy (CTRA.N) are exploring a potential merger, in a deal that could create one of the largest independent U.S. shale producers, three people familiar with the matter said. A possible combination, which would rank among the largest between U.S. energy producers in recent years, comes as U.S. crude prices are pressured by a near-term global oil glut and the prospect of more supplies entering the market in the coming years from Venezuela. The two companies are in early-stage talks for a combination, said the sources, who cautioned a transaction was not guaranteed and spoke on condition of anonymity to discuss confidential deliberations. While energy dealmaking was subdued in 2025, versus prior record-breaking years, arguments for consolidation among U.S. oil and natural gas producers remain valid. Benefits include economies of scale, which would help control costs within a depressed price environment for crude, as well as securing additional resources at a time when many shale basins are maturing and new prime development land is at a premium. Both companies have operations across multiple shale formations, with both present in the Delaware portion of the Permian basin in Texas and New Mexico and Oklahoma's Anadarko basin. Devon also has assets in South Texas' Eagle Ford play, as well as North Dakota's Williston basin. Coterra has a significant presence in Appalachia, having been formed in 2021 through a merger of Cimarex Energy and Marcellus-focused Cabot Oil & Gas. Coterra is facing pressure from Kimmeridge Energy Management, which on November 4 went public with demands for governance and strategy changes. Kimmeridge also owns a position in Devon, according to regulatory filings. "We would be supportive of a transaction that allowed the combined company to focus on their premier Delaware assets," Kimmeridge Managing Partner Mark Viviano said. "We see material operational synergies from the enhanced scale and offsetting acreage positions.”

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