12/31/2025

Revived Siemens Energy Fends off Activist Call for Wind Spin-off

Financial Times (12/31/25) Ash, Sebastien

Siemens Energy (ENR) has been the second-best performing German blue-chip stock in 2025, with its shares more than doubling, but the dramatic recovery has been too slow for some investors who see its struggling wind business weighing down its valuation. The German producer of gas turbines and power grid equipment, which was forced to turn to a government-backed €15bn rescue package in 2023, has been buoyed by surging energy demand driven by artificial intelligence datacenters and electrification. Shares in Siemens Energy, which fell below €7 in late 2023 amid problems at its wind business, are now trading around €120. “Even 12 months ago, we would not have imagined that the momentum, in all areas, is as strong as it is today,” Siemens Energy finance chief Maria Ferraro told the Financial Times. The share surge has allowed it to so far shrug off calls in December from activist investor Ananym Capital to consider a spin-off of its Siemens Gamesa wind business, which it says competes with other units for investment. Ferraro said the company’s leadership had the “proven track record” to turn around the wind unit, after guiding the gas and grid businesses to growth. The company wanted Siemens Gamesa to “be a contributor ... and not dilutive to our business, but that takes time." The group’s management had discussed a potential spin-off of Siemens Gamesa before receiving the letter from Ananym. Chief executive Christian Bruch said in November that Gamesa needed to be a “double-digit margin business, otherwise we’re not the right owner." Ferraro said Siemens Energy was currently “committed” to its target for the wind unit to break even and reach an operating margin of between 3% and 5% in 2028 as a “minimum." Jefferies analyst Lucas Ferhani noted that the energy business was marked by cyclical changes. “Not too long ago people were telling us that [Siemens Energy’s] gas business was not great. And now look at where they are,” he said, pointing to soaring demand. Management would hope that the market for wind turbines would turn out to be “on their side” in years to come, he added. Siemens Energy’s order backlog stood at a record €138bn as of September, with the next available delivery slot for one of its large gas turbines in 2029. The group, which made a net loss of €4.6 billion at the depth of its crisis in 2023, turned a profit of €1.7 billion in the year to September. The energy company, which had been at the core of the Siemens conglomerate, was spun out in 2020 inheriting a majority stake in the wind power business, Siemens Gamesa. The stake in the wind engineering and turbine unit was seen at the time as a counterweight to Siemens Energy’s fossil fuel divisions. However, beset with technical problems, Siemens Gamesa suffered from steep losses. After Siemens Energy delisted the wind unit in 2023 to gain more control over the business, it was forced to fall back on a rescue package owing to a funding crunch. Siemens Gamesa recorded an operating loss of €1.3bn before special items in the past financial year and is finally expected to break in 2025 after it restarted sales for onshore turbines. Despite the share rally, Ananym’s letter argued that Siemens Energy still traded at a significant discount to its sum-of-the-parts value as well as its industry peers such as GE Vernova (GEV) and Mitsubishi Heavy Industries (7011). Other investors and analysts have said that simply separating out the wind business would not close the valuation gap. A factor behind the difference was that the concentration of AI datacenter investment in the US meant an American company such as GE Vernova had been “quicker to benefit” from the boom, according to one banker. Ferraro also said that a German company might be perceived differently by investors. “When you look at European companies versus American companies and valuations, you see that there’s a different evaluation,” the finance chief said. The calls for Siemens Energy to sell the wind unit were understandable while the rest of the business was booming, some analysts said. Jefferies’ Ferhani said that without a path to an operating margin of at least 10% for Siemens Gamesa, “you’re going to get continued pressure to sell the business." The banker said the wind industry had a “good future” but the question for investors was “do I want to stay and keep that exposure, or am I too scared about the volatility and Chinese competition” Ferraro said that beyond 2028, Siemens Gamesa would need to be “evaluated to ensure it has double-digit potential” in terms of profitability. However, she showed confidence in Siemens Energy and the wind business to deliver on its targets, saying: “We’re going to continue to execute on this plan as fast as possible.”

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12/30/2025

Lululemon Tells Employees It’s ‘Business as Usual’ as Founder Challenges Board

Toronto Star (12/30/25)

Lululemon Athletica Inc. (LULU) is telling employees that it’s “business as usual” as the company’s board faces a proxy challenge from founder Chip Wilson. In a letter to senior leadership, which the company filed to the U.S. securities regulator Tuesday, chief financial officer Meghan Frank said Wilson’s move doesn’t change the company’s approach. “This latest news does not change how we are executing our strategy, serving our guests, and supporting one another,” she said. On Monday, Wilson nominated three director candidates as he expressed his lack of faith in the existing board and what he said was a lack of “visionary creative leadership.” Wilson’s move comes after the company announced on Dec. 11 that current CEO Calvin McDonald would step down from his role at the end of January and a search was underway for a replacement. Wilson said the lack of a clear succession plan was another “total failure” of board oversight. Lululemon pushed back against Wilson’s assessment, saying it has a highly engaged and experienced board that has consistently listened to his perspective despite his not being involved in the company for a decade. Frank said in the letter that the leadership team and board remain confident in Lululemon and its direction, including its expanding geographic reach and product innovation. She said the company is navigating “complex market dynamics” and that while there is still work to be done, there is positive momentum across the organization. The company’s share price has reflected some of those complex dynamics as it faces heightened competition and reported a drop in North American revenue in its last quarter. Lululemon shares have fallen from a peak of over $500 two years ago to around $212 this week. Wilson, who remains a large shareholder in the company, has said a refreshed board should choose the new leader of the company, though new board candidates won’t be voted on until the company’s next annual general meeting that it usually holds in June. His three candidates for the board include Marc Maurer, former co-chief executive of On Holding AG, Laura Gentile, former chief marketing officer of ESPN and Eric Hirshberg, former chief executive officer of Activision.

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12/30/2025

Law Firm Cleary Gottlieb Hires Alsheimer for Activism Practice

Reuters (12/30/25) Herbst-Bayliss, Svea

International law firm Cleary Gottlieb Steen & Hamilton has hired an industry veteran to lead its shareholder activism defense practice as more law firms build out capabilities to protect clients facing corporate agitators. Sebastian Alsheimer is moving to Cleary as a partner from Wilson Sonsini Goodrich & Rosati, where he was also a partner, two sources familiar with the move said. He will be based in New York and will start in January. At Cleary, Alsheimer will advise the firm's corporate clients, including 3M (MMM), Honeywell (HON), and BlackRock (BLK) on engaging with activist investors as shareholder engagement and activism defense have increasingly become big business for law firms and banks. By hiring Alsheimer, Cleary is adding a partner who has represented companies battling corporate agitators and worked with activist investors planning corporate campaigns. He spent three years at Wilson Sonsini defending clients such as software design company Autodesk (ADSK) and financial software company BlackLine (BL) against Starboard Value and others. Before that, as a partner at Olshan Frome Wolosky, a firm that traditionally represents hedge funds, he worked with Elliott Investment Management and Starboard. Cleary is the latest blue-chip law firm to beef up its capabilities in countering investors pushing for changes, ranging from refreshing the boards of directors to selling companies. Earlier this year, Sullivan & Cromwell hired two partners from Vinson & Elkins; Paul, Weiss, Rifkind, Wharton & Garrison hired from Wachtell, Lipton, Rosen & Katz; and White & Case hired from Cadwalader, Wickersham & Taft. Simpson Thacher & Bartlett recently hired from a bank, adding the former head of shareholder advisory for the Americas at Barclays Capital. Alsheimer ranks among a small group of lawyers who specialize in activism defense that includes Sidley Austin's Kai Liekefett, Kirkland & Ellis' Shaun Mathew and Sullivan & Cromwell's Lawrence Elbaum.

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12/30/2025

Emboldened Activist Investors Are Circling US Banks

Wall Street Journal (12/30/25) Heeb, Gina

A relatively unknown hedge fund pushed Comerica (CMA) to sell itself this summer, pressuring the Texas-based lender to strike the biggest bank deal of 2025. That was just the start. It turns out HoldCo Asset Management didn’t like that particular deal, arguing it undervalued Comerica. Its battle with the bank has since turned into an all-out war. The firm urged shareholders to vote against Fifth Third Bancorp’s (FITB) acquisition of Comerica and sued the banks, saying it wasn’t the best option for shareholders. Comerica said in a statement it was committed to the deal. Fifth Third’s chief executive has said the bank is confident the transaction will close in early 2026. HoldCo has also agitated for change at KeyCorp (KEY) and several other regional banks, and co-founders Vik Ghei and Misha Zaitzeff are on the hunt for more targets. Their message is often to address underperformance or sell. “I would be shocked if there weren’t more Comericas,” Ghei said in an interview with The Wall Street Journal. Bank management teams and boards have long been “complacent, and I would even argue arrogant.” A new wave of activists has circled the gates of bankland, where major campaigns had historically been few and far between, in part because of heavy regulation. Now the Trump administration’s moves to ease rules around bank deals and capital requirements could give activists more room to play. Bank deals have started to rebound as all but the biggest players struggle under the weight of regulatory, technological and other costs. Lenders are also contending with new threats, including fintechs, cryptocurrencies and the growth of private markets. As of early December, bank-deal activity by value for the year had risen to the highest level since 2021, according to S&P Global Market Intelligence. Nathan Stovall, director of financial-institutions research at S&P Global Market Intelligence, said it is an unusual moment for activism in the banking industry. “You just haven’t seen campaigns like this,” he said. With $2.6 billion in assets under management, HoldCo is a bank-focused fund whose brazen approach has clashed with many in the tightknit industry. Recently, it has been shunned by some executives and barred from some industry conferences, according to Ghei and Zaitzeff. Others on Wall Street have looked to ramp up pressure on banks, too. Before Comerica agreed to sell, equity analysts publicly pressed the bank about underperformance and how it justified its independence. Other activist investors that typically target other industries have also started to look at banks, encouraged by HoldCo’s recent momentum, according to Jason Blumberg, founder of bank investment and advisory firm Blue Hill Advisors. Some of those investors have reached out to him to inquire about investments through his firm or joint ventures, he said. “Now is the time,” said Blumberg, who was previously at HoldCo. “2026 could be a big year.” Banks have looked to batten down the hatches in response. Some have started to review bylaws, looked to adopt rights plans or stayed in closer communication with major shareholders, according to people familiar with the matter. Others have hit the pause button on deal considerations because of fear of how activists would respond, some of the people said. In its recent presentation to the KeyCorp board of directors, HoldCo said the bank should swear off acquisitions and instead buy back stock. KeyCorp CEO Chris Gorman backed such plans at an industry conference shortly after. “We and that particular investor are pretty closely aligned on the most important themes,” he said. Activists still face an uphill battle at banks. Lenders often have a special status as stewards of deposits, often with unique ties to customers, shareholders and the government. At smaller banks, for example, boards and management teams are often made up of loyal community members. Proxy advisory firm Institutional Shareholder Services recently said HoldCo “deserves credit for its campaign” at Comerica. But ISS recommended shareholders vote to approve the acquisition by Fifth Third. The vote is set to take place in early January.

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12/30/2025

Key Sale, Acquisition Helped Solventum Turn Around in 2025

The Minnesota Star Tribune (12/30/25) Stefanescu, Victor

Solventum (SOLV), a 3M (MMM) spinoff based in Maplewood, is a medical supplies giant and Minnesota's newest Fortune 500 company. 3M is partnering with companies around the globe, and working in a lab in Maplewood, to develop solutions for hydrogen, seen as a promising though still expensive clean energy source. The 3M spinoff commenced 2025 with a deflated stock, which incurred concerns about the health care company’s direction from one of its largest shareholders. Nearly a year and a few key business decisions later, the medical supplies giant is attracting renewed investor interest with a revamped innovation process and a slimmer portfolio aimed at efficiency. Now Solventum must continue this upward trajectory to establish itself as another Minnesota public company with longstanding success. In a Dec. 16 letter filed with the Securities and Exchange Commission, CEO Bryan Hanson said the company’s pace of execution “has been purposeful and intense, fueling optimism for 2026 and beyond.” At the time of Hanson’s letter, the company’s stock had pivoted up by more than 20% in 2025. Heather Knight, Solventum’s chief commercial officer appointed this fall, said it appears the market is recognizing the company’s transformation. “I think they like the capital-allocation strategy that we’re bringing forward,” Knight said. “And you can only really do that when you have strong financial performance, a really good balance sheet and cash-flow generation.” In January, the tone around Solventum was different. Trian Partners, billionaire Nelson Peltz’s investment management firm, labeled Solventum’s performance as “alarming” in a letter assessing the company’s trajectory. The firm had amassed a nearly 5% stake in Solventum, becoming one of its largest shareholders. “Many current and prospective shareholders have expressed concern to us that the company has set extremely low expectations for the business today and a disappointing vision for the future,” the letter read. Trian declined to comment further. But its complaints partly date back to an initial investor conference prior to Solventum’s listing on the New York Stock Exchange on April 1, 2024. Solventum hosted one of “the more unusual pre-spin investor days” on March 19, the activist’s letter said, an event that highlighted more of the troubles ahead than the opportunities. While Hanson said at the conference that he “absolutely” saw a pathway to unlocking “significant value creation” with Solventum, he also preached caution. He told investors the company would face challenges and suggested they think of the spinoff in terms of years, not months. Under 3M, Hanson said at the conference, Solventum wasn’t focused on the right performance metrics, and its market growth lagged behind peers. It was a hierarchical environment, with executives at the top making all the decisions and forcing business unit leaders to compete for resources. “We’re just trying to do too much. We’re not focused,” Hanson said then, adding that the spinoff would be “distracting for everybody” as it created billions in debt. Solventum and 3M were more entangled than Hanson had expected. The company’s share price stayed flat until October, underperforming competitors. By December 2024, a broad restructuring shifted the way the company operated and led to job losses. Yet about a calendar year later to the end of 2025, the company has appeared to chart a turnaround.

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12/30/2025

Lululemon Responds to Founder’s Proxy Fight Moves

SGB Media (12/30/25)

In response to Lululemon Athletica’s (LULU) founder, Chip Wilson, announcing that he has submitted a notice to nominate three director candidates, Lululemon defended the experience of its Board, its CEO succession process, and the retailer’s performance since Wilson stepped down from the board in 2015. Lululemon also reported it will evaluate Wilson’s board nominees “in due course in accordance with the Board’s governance process.” The nominees, who will be put to shareholders at Lululemon’s 2026 Annual Meeting, are Marc Maurer, former co-chief executive of On Holding; Laura Gentile, former chief marketing officer of ESPN; and Eric Hirshberg, former chief executive of video game publisher Activision. Wilson has also submitted a non-binding shareholder proposal seeking to declassify the Board, a move that would require all directors to stand for election annually rather than on a staggered basis. The developments come weeks after Lululemon confirmed that its Chief Executive, Calvin McDonald, will step down on January 31, 2026. Lululemon’s full statement reads as follows: “The Lululemon Board of Directors and leadership team have engaged extensively and in good faith for many years with Mr. Wilson to understand his perspectives and communicate our strategy. In our most recent discussions, Mr. Wilson indicated his intent to nominate directors. In the interest of avoiding a costly and distracting proxy fight, the Board requested from Mr. Wilson the names of his director nominees to evaluate their qualifications and backgrounds, but Mr. Wilson declined to engage further. Now that the names have been submitted, the Board will evaluate Mr. Wilson’s director nominees in due course in accordance with the Board’s governance process. Lululemon has a highly engaged and experienced Board that is well-equipped to provide effective guidance on the company’s direction and the execution of our growth strategy. Over one-third of our directors have joined the Board within the past four years. Our Board and leadership team are focused on driving long-term, sustainable growth and shareholder value creation. Over the last 10 years, the Board has overseen a significant period of growth, with revenues increasing nearly $9 billion, from $2.1 billion in fiscal year 2015 to $11.0 billion expected in fiscal year 2025 based on our guidance. Over the same time period, income from operations will have grown by nearly 6x. These results have generated significant cash flow that has enabled the company to make substantial investments in the business for growth and to return capital to shareholders through cumulative share repurchases in excess of $5.5 billion since fiscal 2015. We are encouraged by the strength we are seeing internationally and the work underway in the U.S., but we recognize that further opportunities exist to realize greater value across the company. To help achieve this goal, the Board has initiated a comprehensive search for the company’s next CEO. The Board is focused on identifying a leader with a track record of guiding companies through periods of growth and transformation who can build on our strong foundation and bring fresh perspectives to our brand strategy. Mr. Wilson has not been involved with the company for a decade, and since his departure, Lululemon has continued to adapt to the marketplace and lead the industry, building one of the most compelling growth stories in retail. The Lululemon Board of Directors will continue to take actions that we believe are in the best interests of all the company’s shareholders. Lululemon shareholders do not need to take any action at this time. The Board will review and consider Mr. Wilson’s director candidate nominations and present a formal recommendation regarding his nominations in the company’s definitive proxy statement in advance of the company’s 2026 Annual Meeting of Shareholders. J.P. Morgan is acting as financial advisor to Lululemon, and Sidley Austin LLP is serving as legal advisor. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Lululemon.”

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12/29/2025

Swiss Asset Manager GAM Opposes Takeover of Honda Unit by India’s Motherson

Wall Street Journal (12/29/25) Narioka, Kosaku

Swiss asset manager GAM Holding (GAM) is opposing a planned takeover of a Honda (7267) subsidiary by Indian auto-parts maker Samvardhana Motherson International (MOTHERSON), saying the deal significantly undervalues the Japanese company. GAM Chief Executive Albert Saporta said the asset manager sent a letter to the president of auto-parts maker Yutaka Giken, urging the Honda unit to either abandon the transaction or seek a significantly higher price. Samvardhana Motherson said in late August that it planned to acquire an 81% stake in Yutaka Giken for about 27 billion yen, equivalent to $172.4 million. As part of the deal, Samvardhana Motherson plans to start a tender offer to buy Yutaka shares for 3,024 yen each from minority shareholders, valuing the company at about 45 billion yen. Hamamatsu-based Yutaka is a profitable, cash-rich company and makes parts used in exhaust systems, drive systems, brake discs and heat-management devices. It had about 104 billion yen in net assets as of the end of September, with equity at 61% of assets. Saporta said that the tender offer price should be at least 50%-70% higher than the current offered price and that the deal is a big step backward for Japan’s recent efforts to improve corporate governance. Saporta said that GAM funds held shares in Yutaka Giken since before Samvardhana Motherson announced its tender offer plan and that GAM isn’t opposed to the sale of Yutaka Giken itself. He said the acquisition of Yutaka could enable Samvardhana Motherson to realize significant synergies and additional revenue opportunities. A number of Japanese companies in recent years have taken full control of listed units and affiliates or sold them as the Japanese government has pressed them for higher capital efficiency and better corporate governance. That created waves of acquisitions in Japan by domestic and foreign investors.

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12/29/2025

Lululemon Founder Chip Wilson Launches Proxy Fight to Change Board

Wall Street Journal (12/29/25) Thomas, Lauren

Lululemon Athletica (LULU) founder Chip Wilson is launching a proxy fight at the athletic-apparel retailer in an effort to remake the company’s board while Lululemon searches for a new chief executive. Wilson said Monday that he has nominated three director candidates to the company’s board. The nominees are former On Running co-CEO Marc Maurer, former ESPN Chief Marketing Officer Laura Gentile, and former Activision CEO Eric Hirshberg. Wilson isn’t trying to put himself back on the board, which might come as a surprise to some given his recent efforts to publicly target the company he started. He remains Lululemon’s second-biggest shareholder, with a nearly 9% stake, according to FactSet. (Vanguard is the largest holder.) “I know this campaign for change cannot be about me,” Wilson said. “It is about recommitting Lululemon to genuine creative leadership that will re-establish a brand of enduring strength.” Activist investors often tap former company executives to help them shake up targets, but it is rare to see a founder of a company turning to a hostile approach such as a board fight. Lululemon is in the midst of an identity crisis and earlier this month said that its CEO, Calvin McDonald, will step down in January. Its stock is down 45% this year, while the broader market has rallied. Pressure had been mounting for McDonald to turn around the business, including from Wilson, who had been publicly criticizing him and the company for killing innovation and “losing its cool.” Sales have recently stagnated in the U.S., with newer rivals such as Alo Yoga and Vuori eating at market share. The Journal previously reported that Wilson had tapped financial advisers and was considering waging a proxy battle before Lululemon’s nomination window closes at the end of this month. Maurer, who stepped down as On Running co-CEO at the end of June, helped build a leading sportswear brand. Gentile founded ESPNW, ESPN’s brand dedicated to women. And Hirshberg oversaw top franchises including “Call of Duty” during his time at Activision, the largest segment of Activision Blizzard. Wilson isn’t the only one pushing for change. Elliott Investment Management has built a stake of more than $1 billion in Lululemon and is advocating for former Ralph Lauren executive Jane Nielsen to be the next CEO, the Journal reported last week. Wilson has spoken to Nielsen, people familiar with the matter said. The founder said Monday that while he understands the urgency to find a new CEO, he believes Lululemon shareholders won’t trust any CEO who is picked by the current board so wants to change the board first. “Shareholders have no faith that this board can select and support the next CEO without input from a board with stronger product experience,” Wilson said. Wilson found his inspiration to start Lululemon in Vancouver, British Columbia, after attending a yoga class during the late 1990s. The $100 sweat-wicking leggings quickly developed a cultlike following among women who would wear them everywhere—from workouts to the grocery store. He stepped aside as CEO in 2005, when he sold 48% of Lululemon to private-equity firm Advent International. Lululemon went public in 2007 at a valuation of more than $1.2 billion. Advent has since sold out of its stake, though the firm still has a board seat. Wilson remained chairman and held other roles at the retailer in the ensuing years. Controversial comments around quality control that he made in a 2013 television interview led him to apologize and step down from his chairman position later that year. Wilson left Lululemon’s board entirely in 2015, later saying that he chose to leave because he didn’t feel that he could speak up against management. Four Lululemon CEOs have cycled through since Wilson left the job. By the time he departed, Lululemon had nearly 300 retail stores around the world. Wilson’s experience building brands has led him to other opportunities in retail. In 2019, he was part of a consortium that bought Amer, whose brands include Salomon and Arc’teryx. The company went public last year and its stock is up more than 35% this year, with a market value of over $21 billion.

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