1/14/2026

Toyota Group Raises Buyout Offer 15% After Elliott Pressure

Bloomberg (01/14/26) Takahashi, Nicholas

The Toyota (TM) group raised its buyout offer for a key unit by 15% that would bump up the acquisition target’s value to ¥6.1 trillion ($39 billion), caving in to demands from Elliott Investment Management to sweeten what the shareholder had described as a lowball proposal. The Japanese giant increased its bid to ¥18,800 for each share of Toyota Industries Corp. (6201) it doesn’t own, Toyota Motor Corp. (7203) said Wednesday. That compares with the initial offer of ¥16,300 a share in June last year. The tender offer will begin Thursday and run through Feb. 12, according to the statement. The raised offer, which is 4.3% higher than the stock’s latest close, represents a victory for shareholder activism in Japan, and bolsters the case for more campaigns to follow in the country. Though investors have increasingly found success pushing Japan Inc. for changes in recent years, no one had come close to taking on anyone the size of Toyota. “This doesn’t necessarily mean the end of the debate over its valuation,” said Bloomberg Intelligence senior auto analyst Tatsuo Yoshida. The original price was a major sticking point for investors such as billionaire Paul Singer’s Elliott. Should the raised offer silence critics, it would put Toyota Motor Chairman Akio Toyoda, the group’s patriarch, a step closer to tightening his grip over the business empire his family founded. The group led by Toyoda has been under intense pressure to raise its offer ever since the bid was announced in June. In the proposal, Toyota Industries would be taken private by a special-purpose company controlled mostly by Toyota Fudosan Co., an unlisted real estate firm chaired by Toyoda. Toyota Fudosan and Toyota Industries had been discussing plans since December to raise the offer, according to statements on Wednesday. Some investors had scrutinized the proposal as a raw deal, one that ignored the voices of minority shareholders and defied the Japanese government’s decade-long push for transparency and independence among the country’s corporate giants. The takeover bid had been scheduled to start in December, but it was postponed until at least February after the approval process was delayed by antitrust regulators in various countries. Elliott Investment Management revealed in November that it had built a 5% stake in Toyota Industries. Weeks later, Bloomberg reported that the U.S.-based fund had begun approaching investors and asset managers in Japan to build support for its brewing campaign. Elliott’s core argument is that the proposal substantially undervalued the company, which itself owns about billions of dollars worth of shares in other firms, according to data compiled by Bloomberg. Elliott wasn’t alone in voicing opposition to the deal. Toyota Industries’ stock price has traded above the offer price since late August, signaling investors were anticipating the offer to be raised. The stock price rising above the Toyota Fudosan bid also lowered the incentive for minority shareholders to tender their shares as they could get more money in the open market. More than two dozen investors, including a handful based in Japan, sent a letter in August to the boards of Toyota Industries and Toyota Motor that said the deal lacked transparency and hurt minority shareholders. Toyota Industries is the original business that spawned the world’s biggest carmaker. It was founded by Toyoda’s great-grandfather Sakichi, whose son Kiichiro went on to create Toyota Motor, which makes up the core of Japan’s biggest business group and is the world’s largest automaker. Akio led Toyota as chief executive officer for 14 years until 2023, when he became chairman. Toyota Motor’s chief executive officer, Koji Sato, said in October that Toyota Fudosan had no plans to raise its offer.

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1/13/2026

Investor Activism Hits New High, with Japan Behind Only US

Nikkei Asia (01/13/26) Ishikawa, Chihiro; Sakabe, Yoshinaru

Proposals and demands by activist shareholders globally reached a record high in 2025 as investors put pressure on U.S. and Japanese companies missing out on the stock market rally, a trend that looks likely to continue in 2026. Data from Lazard shows 295 activist shareholder campaigns last year, a third straight annual record. This represented a 15% jump from 2024, with the pace of growth accelerating. Based on region, 173 took place in North America, rising 28% to break the record set in 2014. Japan, with 56 campaigns, overtook Europe to rank second. Board changes were the most frequent demand, at 37% of campaigns, while proposals related to mergers and acquisitions -- such as selling businesses and industry consolidation -- made up 35%. Though share prices are high globally, not all stocks are strong performers, as money is concentrated in certain fields such as artificial intelligence. Activist investors are turning their attention to relatively underpriced names that have not benefited from the upswing. These include Canadian sportswear maker Lululemon Athletica (LULU), in which Elliott Investment Management disclosed a stake of more than $1 billion last month. Lululemon's shares, which at one point had fallen roughly 70% from their 2023 peak as U.S. tariffs and inflation cooled consumer sentiment, jumped nearly 9% at one point on the day after the announcement. In the United States, HoldCo Asset Management has pushed Comerica Bank (CMA), a Texas-based regional lender, to sell itself. Another fund, Ancora Holdings, is encouraging rail operator CSX (CSX) to pursue a merger with a peer. Meanwhile, market reform is a major driver of activism in East Asian markets. Activist investors have made inroads in South Korea, where campaigns rose from six to 11 last year amid hopes that President Lee Jae Myung will make progress on corporate governance reform. U.K.-based Palliser Capital in October disclosed an interest in LG Chem (051910). Raising concerns about its valuation languishing at one-third that of battery subsidiary LG Energy Solution (373220), Palliser called for a board reshuffle and share buybacks. Given the government's focus on shareholders, LG Chem is unlikely to be able to buy time through silence, Maeil Business Newspaper wrote. In Japan, shareholder activism has grown since the Tokyo Stock Exchange in 2023 began pushing businesses to be more conscious of their cost of capital and share prices. Elliott in December disclosed a 5% stake in Toyota Industries (TYIDY), which accepted a buyout bid by Toyota group companies earlier last year. Hedge fund Third Point, a onetime Sony (SONY) investor, recently returned to Japan with a stake in industrial machinery maker Ebara (EBCOY). Shareholder proposals are more likely to pass as well. Investors in Synchro Foods (3963), which provides support services to the restaurant industry, recently agreed to a proposal to appoint Kazunari Sakai, head of Japan research at Asset Value Investors, as an external director. How businesses use their cash hoards likely will be a focus ahead of this year's revisions to Japan's corporate governance code. Companies' "net cash situation is often not appropriate from a capital efficiency standpoint," Sakai said. "I hope to see a lot of it used for investments beyond the cost of capital." "Given the high level of M&A in the United States and the accumulation of success stories in Japan, I don't envision [shareholder] proposals going down in 2026, at least," said Kenta Akiyama, head of the Japanese arm of U.S. investment bank Lazard (LAZ). "Activist investors' cash on hand is growing, which makes it easier to embark on new campaigns," said Hidenori Yoshikawa, chief consultant at Daiwa Institute of Research. Returns are a major issue for activists. Considering that the boom in AI-related shares has lifted stock indexes, it is more difficult for these investors to beat their benchmarks. Lazard looked at the stock performance of European and U.S. companies targeted by activist investors. Though they outperformed broader stock indexes five days after the campaigns began, some were down by double digits a year later. A similar trend can be seen in Japan. In the first half of 2025, stock returns on companies in which activists invested for at least six months outperformed the Topix index by only about 0.6 percentage point after 120 trading days, data compiled by Nomura Securities shows.

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1/13/2026

Engaged Capital to Nominate Directors to BlackLine Board

Investing.com (01/13/26)

Investment firm Engaged Capital announced Tuesday its intention to nominate four director candidates to BlackLine, Inc.’s (BL) board at the company’s 2026 annual meeting, citing concerns over the board’s rejection of an acquisition offer and alleged entrenchment efforts. BlackLine, currently valued at approximately $3.4 billion, has seen its shares trading around $57.50, about 13% below their 52-week high of $66.25. The investor, which owns 1,083,619 shares of BlackLine, criticized the financial software company’s board for what it described as a failure to act in stockholders’ best interests amid underperforming stock performance and decelerating revenue growth under current leadership. Despite being profitable with a 75% gross margin, InvestingPro data shows BlackLine’s revenue growth has slowed to 7.4% year-over-year, while the stock trades at a high P/E ratio of 48.7 – significantly above what analysts consider justified by its growth rate. Glenn W. Welling, founder and chief investment officer of Engaged Capital, stated that the board’s "apparent inaction and outright rejection of a credible acquisition proposal without further engagement are a clear dereliction of its fiduciary duty." The firm expressed concern over BlackLine’s stated intention to reduce the size of its board, which Engaged Capital characterized as "an entrenchment maneuver designed to reduce accountability." The four nominees include Storm Duncan, founder and CEO of technology M&A advisory firm Ignatious; Christopher Hallenbeck, SVP and General Manager at software company Boomi; Christopher L. Young, former Managing Director at Jefferies (JEF); and Christopher B. Hetrick, Director of Research at Engaged Capital. Engaged Capital stated that its nominees bring "deep software, operational, governance and M&A expertise" and would ensure "all strategic alternatives, including a sale, are rigorously and objectively evaluated." The investment firm has established a website to provide additional information regarding its campaign. According to the press release statement, Engaged Capital believes BlackLine is "a highly valuable and strategic asset" but requires "objective oversight and real accountability" to unlock its value.

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1/13/2026

Japanese Gacha Giant GungHo Gets New CEO Following Pressure from Investors, Lowers Presidential Salary

Automaton (01/13/26)

Japanese game company GungHo Online Entertainment (3765), known as the developer of long-running mobile game Puzzle and Dragons, and more recently, as publisher of Nihon Falcom’s (3723) Trails in the Sky 1st Chapter, has announced a change in administration on January 9, 2026. According to the official notice by the company, current president and CEO Kazuki Morishita will be stepping down from his role, becoming Chief Development Officer and Chairman of the Board of Directors instead. This comes only a couple of months after a long campaign led by investors advocating for Morishita’s removal from the position. Ever since January 2025, investor Strategic Capital has maintained a firm stance about Morishita’s dismissal, stating that it is a necessary step towards “reviving GungHo from being a one-hit-wonder.” Throughout the past year, the investors have been actively criticizing the CEO for “lacking awareness of his responsibilities,” citing “failure to produce a hit for 13 years since the release of Puzzle and Dragons,” and Morishita having a salary higher than Nintendo’s CEO, as some of the many issues within the company. In September, GungHo officially rejected Strategic Capital’s aggressive proposals to fire Morishita, arguing that his removal “would significantly damage corporate value.” But only four months later, the CEO decided to resign. While it hasn’t been disclosed whether his decision was influenced by the investors’ campaign, the company writes that Morishita stepped down from his role as CEO and President in order to “devote himself more fully to directing and overseeing game development.” Starting from February 1, 2026, the position will be taken over by GungHo’s current CFO and Executive General Manager of Finance Accounting Division, Kazuya Sakai. Citing “the company’s recent performance,” GungHo has also revised their remuneration system, resulting in lower salary payouts compared to fiscal year 2024. Notably, total remuneration for the presidential role in the previous fiscal year was about 288.4 million yen (around $1.8 million USD), while after the revision, the amount is estimated to shrink by about 63%, to 107.7 million yen (around $678.3k USD). The company describes the new system as a “performance-linked restricted share remuneration system,” which doesn’t allow payout of stock-based remuneration unless the comparative total shareholder return (TSR) growth rate is above 100%. As reported by GameBiz, GungHo has been seeing a continuous rise in stock prices following the two announcements, especially attracting market attention thanks to its remuneration system revision.

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1/13/2026

Premier Inn Owner on Activist Challenge: ‘We Are Open-Minded’

Skift (01/13/26) Martin, Luke

Whitbread (WTBDY) said Tuesday it’s open to strategic changes, responding to an investor’s challenge to its strategic plan just weeks after the U.S. hedge fund Corvex disclosed a 6% stake and called for a shakeup. “We are open-minded,” said CEO Dominic Paul during an earnings call. “We will review all options. And we’ll come back to the market with an update on that at our full-year results at the end of April.” The Premier Inn owner is under scrutiny after Corvex called for a review of the company’s 5-year, £3.5 billion investment plan. At first, Whitbread defended its plan, stating it was designed to deliver shareholder returns. But the company struck a different tone Tuesday, telling analysts that Whitbread regularly reviews all strategic options to maximize long-term value. Paul pointed to the 2019 sale of Costa Coffee and the recent decision to scale back its restaurant business as evidence that the company is willing to make structural changes when necessary. Whitbread reported group sales of £781 million ($1.05 billion) for the quarter, up 2% from a year earlier. That marks a rebound from slower trading earlier in the year and was led by improved room demand in the U.K., its largest market. British accommodation sales rose 2%, while revenue per available room (RevPAR) climbed 3%. The company said performance strengthened further in recent weeks, with UK accommodation sales and RevPAR both up 4% in the six weeks to January 8. London remained a key bright spot, with RevPAR up 7% in the third quarter and occupancy reaching 84%. Paul said trading in the capital was “consistently strong” and that newly opened hotels in the city are delivering strong returns. Alongside the revenue improvement, Whitbread raised its full-year cost-savings target to £75 million to £80 million, up from earlier guidance of £65 million to £70 million. The company said it was seeing gains across labor, technology, and procurement. CFO Hemant Patel said the uplift should translate directly into earnings. “[That] drops to the bottom line,” he told analysts. The company hopes that AI will deliver further gains. “Our [efficiency] program going forward is going to be informed heavily by things like AI, where we know there are more opportunities for things like, for instance, improving labor scheduling and forecasting,” Patel said. “And then we have a host of other things, which we probably haven’t even thought of yet, that AI is going to bring us.”

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1/12/2026

Engaged Capital Ready to Run Proxy Fight at BlackLine, Sources Say

Reuters (01/12/26) Herbst-Bayliss, Svea

Engaged Capital (Engaged) is planning to run a proxy fight to install four outside directors at software maker BlackLine (BL) arguing new blood is needed in the boardroom to pursue strategic options, including a possible sale, two people familiar with the matter said. Engaged, which owns more than 1 million shares in BlackLine and ranks as one of its 20 largest shareholders, has criticized CEO Owen Ryan and the board for being slow to review alternatives for its business and has pressed management and the board to consider selling the company to a competitor. A representative for BlackLine was not immediately available for comment. BlackLine has a market value of $3.4 billion. Its stock price has risen 1.7% in the last 12 months, closing at $56.59 on Friday. While there has been some contact between the company and the hedge fund, Engaged has not been satisfied with the response and is now ready to dial up the pressure with a full-scale boardroom fight, the sources said. BlackLine's board currently has 12 members but the company has announced plans to cut that to 11. Engaged, run by investor Glenn Welling, considers the step an entrenchment maneuver aimed at limiting investors' ability to elect new and independent directors, the sources said. The sources said Engaged would name four executives to stand for election at the next annual meeting: Christopher Hetrick, the firm's director of research; Christopher Young, a former activism defense banker at Jefferies who once headed the special situations research team at proxy advisory firm Institutional Shareholder Services; software industry operator Christopher Hallenbeck, who once worked at SAP (SAP); and, Storm Duncan, the founder of technology focused M&A advisory firm Ignatious. Last year Reuters reported that SAP, Europe's largest software provider which has a strategic partnership with BlackLine, offered to buy the company for nearly $4.5 billion but was rebuffed. A handful of other investors have reached out to the company by letter in the last several months urging management and the board to explore strategic alternatives, a source familiar with the matter said. Engaged, which has been in business for more than a decade, has pushed for changes at a number of firms, including Envestnet and New Relic, which eventually put themselves up for sale.

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