12/9/2025

Starboard Takes Large Stake in Clearwater Analytics, Sources Say

Reuters (12/09/25) Herbst-Bayliss, Svea

Activist investor Starboard Value has taken a nearly 5% stake in Clearwater Analytics (CWAN) and wants the technology company to boost its share price and run a robust sales process with independent advisers if it has received in-bound interest from potential buyers, two people familiar with the matter said. Starboard thinks Clearwater Analytics' business is significantly undervalued by investors as they worry about how management will integrate recent acquisitions, said the sources who are not permitted to discuss the new stake publicly. The Boise, Idaho-headquartered company, which has a market value of $6.4 billion, has seen its stock price drop 20% this year. News that Starboard, one of the investment industry's busiest corporate agitators, built a stake comes at a time private equity firms have expressed interest in possibly buying the company, which provides investment accounting and reporting software. Starboard and the company, which went public in 2021, have communicated privately, the sources said. A representative for Clearwater did not immediately respond to a request for comment. Starboard believes there are several paths to improving shareholder value, the sources said, noting that the hedge fund would like to see the company run a proper sales process with independent advisers after the company has received indications of interest from credible buyers. The hedge fund believes Clearwater would be a very coveted asset for both financial sponsors and strategic acquirers, the sources said. Should the company and its advisers fail to find a suitable buyer, Starboard believes that management should focus on opportunities to grow revenue and improve margins after recent acquisitions are properly integrated, the sources said. In the first few months of 2025, Clearwater bought Enfusion, Bistro and Beacon. But investors sent the stock price tumbling as they worried about integration risk and the company's increased financial leverage, industry analysts have said. Clearwater makes software that helps companies manage investment portfolios across both public and private markets and counts insurers, asset managers, hedge funds, and banks as its clients, according to its website.

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12/9/2025

Activist Fund Ananym Pushes Siemens Energy to Spin Off Ailing Wind Division

Reuters (12/09/25) Steitz, Christoph; Kaur, Gursimran

U.S.-based investor Ananym Capital has taken a stake in German power equipment manufacturer Siemens Energy (SMNEY) and is asking the group's management to review its loss-making wind division, its co-founder said on Tuesday. According to Charlie Penner, a spin-off of the business, Siemens Gamesa, could raise returns for Siemens Energy's investors by as much as 60% as it would focus activities on the group's lucrative gas turbine and power grid businesses. "We believe in wind long term. We're thinking that Siemens Gamesa can be worth $10 billion in a few years. But having it sit around and basically drag on value doesn't make any sense in our view," Penner told Reuters. "Wind would be stronger without having to compete for investment capital with the company's higher returning businesses, and with a shareholder base fully bought in to the wind story." Penner, the architect of a massive three-board-seat victory at Exxon Mobil (XOM) in 2021, declined to quantify the stake Ananym had taken, saying only that it was "meaningful" in the context of the firm's $300 million capital. Siemens Energy said in a statement on Tuesday that it "values constructive input for creating sustainable value for shareholders, employees, customers and partners," and that it had addressed the development of its wind unit at a recent capital markets day. Siemens Gamesa, which is still recovering from a quality crisis from two years ago, posted an operating loss of 1.36 billion euros ($1.58 billion) in the fiscal year ended September. The unit's ongoing losses have repeatedly driven calls by investors to review or even sell the business, but Siemens Energy has so far committed to turning the unit around, touting the long-term prospects for wind energy overall. "The real question would be whether (a spin-off) would trigger a closing of the discount to U.S. peer GE Vernova (GEV)," Citi analysts wrote. Siemens Energy trades at a price-to-earnings ratio of 29.3 times, compared with GE Vernova's 51.8.

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12/9/2025

KeyCorp CEO Says Bank Aligned With Activist on Some Major Points

Bloomberg (12/09/25) Chiglinsky, Katherine

KeyCorp (KEY) Chief Executive Officer Chris Gorman said the bank is “still digesting” the points raised by HoldCo Asset Management, but is aligned with the investor on some major key points. HoldCo last week released a presentation called “Read My Lips: No New Acquisitions,” urging the company to swear off bank deals and pursue stock buybacks. The investor also said the bank should terminate Gorman and not renominate the board’s lead independent director. While Gorman didn’t address the push to remove him from the CEO role, he said other key points — including the moratorium on bank deals and push for share repurchases — match his team’s priorities. “We and that particular investor are pretty closely aligned on the most important themes,” Gorman said Tuesday at a Goldman Sachs Group Inc. conference. “We absolutely agree with that investor that our shares are undervalued and that we have excess capital.” KeyCorp shares jumped as much as 4.3% on Tuesday after Gorman spoke, leading gains for the KBW Bank Index. HoldCo has been active in the banking industry, taking stakes in certain companies and urging changes. HoldCo, which also previously disclosed a stake in Comerica Inc., has been pushing for that lender to release more details surrounding its announced acquisition by Fifth Third Bancorp. Gorman said that Cleveland-based KeyCorp has been working in recent years on its processes. “We have made a lot of changes over the last two or three years in terms of really making sure that we’re buttoned down and tight particularly from a finance perspective,” Gorman said. For the fourth quarter, Gorman said the bank expects fees to total more than $750 million, with investment-banking fees expected to be up $10 million to $20 million from a year earlier. The bank now expects growth in full-year fees to be “comfortably north” of 6.5%, up from prior guidance of 5% to 6%. Full-year expense growth, meanwhile, will be “a little higher” than 4%, due in part to fee growth, he said. “NII growth will be better than 22%, so that will beat the guide that we've given,” Gorman said. Gorman's comment that his firm isn't pursuing bank acquisitions “cleans up” the message, Piper Sandler Cos. analyst Scott Siefers wrote in a note to clients, adding that the improved NII and fee outlook was part of a “robust and encouraging update.”

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12/9/2025

Corporate Governance Forum Opposes National Growth Fund SK Hynix Plan

Chosun Biz (South Korea) (12/09/25) Eun-jung, Kim

The Korea Corporate Governance Forum has expressed opposition to the government’s plan to invest 150 trillion Korean won from the National Growth Fund into SK Hynix’s (000660) great-grandchild companies, warning that it could cause serious problems. The forum is a group formed by over 100 domestic capital market experts advocating for activist investing. In a commentary on the 9th, the forum pointed out that the government plans to ease regulations separating financial and industrial capital, limited to advanced industries, and that funds from the National Growth Fund could flow into SK Hynix under this move. The forum explained, “Under the current holding company structure, a subsidiary must fully own its great-grandchild company, but the proposed regulatory relaxation reduces the ownership requirement for great-grandchild companies to 50% and allows holding companies to hold financial leases.” It added, “This would enable large conglomerates like SK Inc. to expand their businesses by securing government equity investments and low-interest loans through multiple great-grandchild companies.” Lee Nam-woo, the forum's chairman, interpreted, “SK Hynix intends to use joint ventures or special purpose companies with 50% ownership to receive equity investments and low-interest loans from the National Growth Fund, build semiconductor facilities, and lease them back.” He suggested other large corporations could similarly expand their businesses through government equity investments and low-interest loans. The forum warned of potential corporate governance issues. Lee stated, “If SK Hynix establishes a joint great-grandchild company with government equity investment, existing shareholders will face dilution in semiconductor sales proportions, which is a serious problem.” He explained, “The market will react negatively, perceiving this as a regression in corporate governance.” The forum also noted that SK Hynix is projected to hold 100 trillion Korean won in net cash by the end of 2027, sufficient to fund investments independently. It added, “If capital is needed, SK Hynix could issue new American Depositary Receipts.” Separately, the forum expressed concerns over the government’s recent appointment of Park Hyun-joo, Mirae Asset chairman, and Seo Jung-jin, Celltrion chairman, as co-chairs of the National Growth Fund Strategy Committee. It cited Park’s avoidance of obligations and responsibilities by not serving as a registered director despite making key decisions, and Seo’s history of criticism regarding family issues and opaque management succession. Lee Nam-woo emphasized, “Equity investments from the National Growth Fund must not infringe on existing shareholders’ interests.” He argued, “Rushed implementation could undermine the effects of the Commercial Act revision and trigger capital flight from foreign investors.”

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12/9/2025

Activists Move to Unlock Value in Germany

White & Case (12/09/2025) Habler, Thyl; Wuensche, Frederic

Germany has become the second largest target market for activist shareholders in Europe, just behind the UK Until 2023, the number of public campaigns remained consistent. In 2024, there was a slight decline and in the first half of 2025, only a few campaigns were made public. The decline is likely due to various uncertainties affecting the German economy, such as declining industrial productivity, high costs, and geopolitical developments. However, even though most activist approaches do not result in public campaigns, most publicly listed companies in Germany have likely been approached by activist shareholders in recent years. Recent activist campaigns have focused on increasing corporate value, with emphasis on breaking up conglomerates and the composition of management and supervisory boards. ESG issues have taken a back seat over the past two years, as short-term financial performance has become a higher priority. A notable trend is the growing involvement of domestic institutional investors, who increasingly support activist campaigns. Frederic Wuensche (FW): Historically, activist campaigns were rare and met with strong resistance from the conservative corporate culture in Germany, especially when using aggressive tactics, including public campaigns. This has changed considerably. Successful campaigns leading to the breakup of conglomerates, better financial performance, improved governance, and a focus on ESG issues has shifted board perceptions of activism. Boards of publicly listed companies are now more open to engaging constructively with activists and considering their proposals. This shift is due in part to activists' "soft approach," favoring private discussions with the board before public campaigns. Consequently, many boards now recognize activists as valuable sources of insight and strategies for enhancing corporate value and performance. Germany's two-tier board system includes an executive board for day-to-day management and a supervisory board overseeing and advising it. The supervisory board is also able to appoint and dismiss executive board members. Consequently, shareholders can only elect supervisory board members, not executive board members, limiting direct proxy fights against the latter. To influence the executive board, activists must first secure a seat on the supervisory board. They can do this by proposing candidates at the annual general meeting or having a company-nominated candidate. Once on the supervisory board, they can influence the executive board's composition and management. However, this process is lengthy and risky. Moreover, once elected, a candidate on the supervisory board cannot represent or take instructions from the activist to whom he is affiliated. However, some activists have managed to exert influence without formal representation. U.S. activists continue to be drawn to the market with Sachem Head Capital Management and Inclusive Capital Partners among those to find success in gaining board representation in recent years.

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12/9/2025

Smith & Nephew Reveals Strategic Plan, but Analysts Urge Caution

The Times (London) (12/09/25) Ralph, Alex

New mid-term financial growth forecasts from Smith & Nephew (SNN), including plans to keep its largest division, failed to lift the share price of the FTSE 100 medical equipment company amid a spike in short sellers and pressure from a big investor. At a capital markets event in London on Monday, Smith & Nephew unveiled revenue and profit targets for 2028 and said each of its three business divisions would contribute, including orthopaedics, which would return to “market-level growth.” The strategy update follows the end of a three-year turnaround drive under Deepak Nath, the chief executive, and lingering questions over the group’s optimum structure. The performance of Smith & Nephew’s orthopaedics business, its largest, has come under greater scrutiny since Cevian Capital, one of Europe’s largest investors, emerged with a large stake in the company last year. Smith & Nephew, based in Watford, is one of the world’s biggest and oldest medical equipment makers. The group employs close to 17,000 people in about 100 countries. In Hull, where it traces its roots to a chemist shop in 1856, it is developing a new research and development and manufacturing facility. Nath, 53, former president of Siemens Healthineers diagnostics business, said, “Over the next three years, every business unit will contribute uniquely to our value creation. Sports medicine, advanced wound management and ear, nose and throat will drive above-market growth through innovation and disciplined execution, while orthopaedics, operating in a more mature segment, will return to delivering market-level growth, supporting margin expansion, and enhanced returns.” Smith & Nephew said it expected to deliver a “further step-change” in financial performance between 2025 and 2028, with 6% to 7% annual underlying revenue growth, “significantly above” its historical average. It is also targeting 9% to 10% annual trading profit over that period and more than $1 billion in free cash flow in 2028. Over the past three years Smith & Nephew has been simplifying its portfolio and said that it had identified further room to slim-down its product range. It estimates it can cut its gross inventory by about $500 million, and will book a non-cash provision in its 2025 accounts of about $200 million as part of the process. The strategy was presented to institutional investors and financial analysts in London, ahead of an additional capital markets day in New York on Thursday. The US is the group’s largest market and where senior executives are based. Shares in Smith & Nephew rose on the London Stock Exchange, before falling back in dealings later in the session, to trade down 4p, or 0.32%, at £12.61, valuing the group at about £10.7 billion. The stock remains up more than a quarter this year, but the combined short position in Smith & Nephew has jumped to 3.30% in recent months, with five hedge funds known to be betting against the company’s shares. Cevian Capital, one of Europe’s largest investors, has built a stake of about 8.8% in the company since it publicly emerged with a holding in July last year via a Jersey-based vehicle. Analysts at UBS said Smith & Nephew’s mid-term guidance implied about 4% upgrades to consensus forecasts for revenue and trading profit by 2028. They added, however, that the mid-term revenue guidance of 6% to 7% “looks ambitious to us, and we think some caution is warranted given the company has achieved more than 6% only six times in the past 20 years, and only two times in the past 15 years, one of which was 2021 Covid recovery.”

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12/8/2025

Carlyle Group Is Said to Lead Bidding for Japan’s Hogy Medical

Bloomberg (12/08/25) Cao, Dong; Taniguchi, Takako; Baigorri, Manuel

U.S. buyout firm Carlyle Group Inc. (CG) has emerged as the frontrunner to acquire Hogy Medical Co. (3593), people with knowledge of the matter said, in a potential takeover that’s set to add to a Japanese dealmaking boom. Carlyle has pulled ahead of other private equity firms that are bidding for the medical products maker, the people said, asking not to be identified because the information isn’t public. It’s in advanced talks on terms of a potential transaction and aims to reach an agreement soon, according to the people. Shares of Tokyo-based Hogy Medical have gained 20% this year, giving the company a market value of $826 million. Deliberations are ongoing and no final decisions have been made, the people said, adding that talks could still fall apart and other bidders remain interested in Hogy Medical. Japan has seen a wave of dealmaking activity this year, particularly mergers and acquisitions involving private equity firms. The volume of transactions has surged to $337 billion, an almost 120% increase from a year earlier, according to data compiled by Bloomberg. Hogy Medical’s products include masks, surgical gowns and sterile packaging pouches for surgical instruments. Activist investor Dalton Investments LLC is Hogy’s second-largest shareholder with a 15.2% stake. Dalton has proposed that Hogy should review options, including going private, adding that strengthening management oversight through outside directors was desirable for this purpose. Other media including Mergermarket have reported on the potential take private of Hogy. The company in October said that it continuously explores strategic options including privatization to enhance value, but that no decisions have been made. Hogy said the previous reports are not based on any official announcement.

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12/8/2025

PepsiCo to Review Supply Chains as Talks With Activist Elliott Wrap Up

Bloomberg (12/08/25) Tse, Crystal; Peterson, Kristina

PepsiCo Inc. (PEP) plans to review its North American supply chain as one of a number of steps it is taking to wrap up negotiations with Elliott Investment Management, people familiar with the matter said. An announcement on the moves could come as early as this week, the people said, asking not to be identified because the details haven’t been finalized. The food and drinks company is also expected to emphasize efforts to develop new products and ways for pricing and packaging them, as well as changes to capital allocation, according to the people. PepsiCo isn’t expected to make any board changes, they said. Elliott, which announced a roughly $4 billion stake in PepsiCo in September, pushed the food and beverage company for changes, citing an overly complex portfolio of brands and a declining share of the beverage business. The activist is supportive of the changes being planned by PepsiCo, the people said. Shares in PepsiCo have fallen roughly 4% in New York trading this year, giving the company a market value of about $199.7 billion. Elliott pressed PepsiCo to simplify its drinks portfolio by selling some brands, potentially including sparkling water maker SodaStream and Starry, a lemon-lime soda. PepsiCo utilizes a network of independent bottlers, but also operates many company-owned bottling businesses, which some investors would like to see it shed. Elliott also urged PepsiCo to streamline its snacks portfolio and focus on its best-selling salty snacks. Elliott flagged some cereals, including Life and Cap’n Crunch, as well as Quaker Oats and Rice-A-Roni, as brands PepsiCo might want to divest. In the months since Elliott’s stake was announced, PepsiCo Chief Executive Officer Ramon Laguarta has said the company was moving quickly to update its portfolio and cut costs. It overhauled Lay’s potato chips, including reformulating its barbecue flavors to swap out artificial dyes for natural ones. The company also unveiled a new line of Doritos and Cheetos that strip out all synthetic dyes and said it would be expanding its options with more protein and fiber.

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12/7/2025

Barington Launches New Proxy Fight at Matthews, Sources Say

Reuters (12/07/25) Herbst-Bayliss, Svea

Activist investor Barington Capital Group has nominated three directors to the board of casket maker Matthews International (MATW), two sources said over the weekend, launching a second proxy fight at the company months after losing its first. Since that defeat at the company's February annual meeting, Barington has urged Matthews, a conglomerate that has technology-focused businesses and makes burial products, to invite the hedge fund onto its board, a step the company has refused to take. Last week, Barington nominated its founder, James Mitarotonda, and two other executives with public board experience as director candidates, said the sources, who were not permitted to discuss the matter publicly. The hedge fund has now made good on threats to launch another proxy fight over the composition of Matthews' board soon after its defeat, a move that industry lawyers and bankers said was highly unusual. Barington has criticized Matthews' business portfolio, capital allocation, stock price and long-serving chief executive. The company, which has a market valuation of $754 million, has said it has simplified its business mix and strengthened its balance sheet and is pursuing a strategic review. The company has also cut costs and promised corporate governance improvements. It has said it sought constructive engagement with Barington. The company has made two moves recommended by Barington, reaching deals to sell its Warehouse Automation and SGK Brand Solutions businesses in the past year. Mathews will also put on its 2026 meeting agenda proposals to have its directors stand for election annually and remove supermajority voting requirements for mergers. The 2026 meeting has not been scheduled. Barington, which owns 1 million shares or 3.2% of the company, again nominated Mitarotonda and investment industry veteran Chan Galbato, a former top executive at Cerberus Operations and Advisory Company. The hedge fund also nominated Sheila Hooda, who has served as a director at mortgage insurance company Enact Holdings (ACT). She replaces Ana Amicarella, who had been on Barington's previous slate. At the 2025 meeting, the hedge fund secured the backing of three prominent proxy advisory firms. But shareholders, including Mario Gabelli's GAMCO and the largest index funds, largely lined up behind the company and rejected the hedge fund's candidates.

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