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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12/29/2025

Sanofi Lays Out $2.2B for Hepatitis Vaccine Maker Dynavax

Fierce Pharma (12/29/25) Kansteiner, Fraiser

Following a feud with Deep Track Capital in the first half of 2025, vaccine developer Dynavax Technologies (DVAX) has rounded out the year by agreeing to sell itself to France’s Sanofi. To get its hands on the Emeryville, California-based company and its approved adult hepatitis B vaccine Heplisav-B, Sanofi will pay $15.50 per Dynavax share in cash, which works out to a total deal value of roughly $2.2 billion, the French pharma said in a Dec. 24 press release. The acquisition, which is expected to close in 2026’s first quarter, also grants Sanofi access to Dynavax’s promising shingles prophylactic Z-1018, which is currently in phase 1/2 testing and could eventually challenge GSK’s incumbent shot Shingrix, if approved. The addition of Dynavax’s hepatitis vaccine Heplisav-B is expected to help round out Sanofi’s armamentarium of approved adult immunizations, which has traditionally leaned heavily on the drugmaker’s roster of influenza shots. In 2025’s third quarter, Sanofi reported that its overall vaccine sales had slipped nearly 8% to 3.4 billion euros, which the company blamed in October on “lower influenza sales.” Given that Heplisav-B is indicated for adults, Dynavax’s commercial vaccine won’t be affected by the recent vote from the CDC’s Advisory Committee on Immunization Practices (ACIP) to remove a recommendation for universal hepatitis B vaccination for infants at birth in the U.S. The buyout comes amid broader shifts in vaccination trends and policy in the U.S., especially for children, under a Department of Health and Human Services (HHS) led by noted vaccine skeptic Robert F. Kennedy Jr. Dynavax has accepted Sanofi’s offer in the wake of a contentious battle with activist investor Deep Track Capital earlier in 2025. Back in February, Deep Track intensified demands for Dynavax to refocus its efforts on its lone approved product, Heplisav, and forego what the investor called a “misguided empire-building exercise” of pursuing external asset acquisitions. At the time, Deep Track estimated that the nearly eight-year-old vaccine Heplisav could generate more than $1 billion through 2030. A key part of Deep Track’s plan was to instill four of its own picks to Dynavax’s board. But Dynavax held its ground and ultimately prevailed at its annual meeting in June, re-electing all four of its own candidates and defeating Deep Track’s attempts to unseat the directors, Reuters reported over the summer.

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12/29/2025

AEP Reaches Agreement with Icahn Group, Announces Board and Bylaw Changes

Investing.com (12/29/25)

American Electric Power Company, Inc. (AEP), a utility giant with a market capitalization of $61.78 billion and a P/E ratio of 16.9, announced Monday that it has entered into a Board Observer Agreement with Carl Icahn and affiliated entities, known collectively as the Icahn Group, and Andrew J. Teno. Under the agreement, Mr. Teno will serve as a non-voting observer to the company’s Board of Directors. As part of the Board Observer Agreement, the Icahn Group has agreed to certain standstill and mutual non-disparagement provisions. The agreement can be terminated by either party at any time with notice. Following the execution of the new agreement, American Electric Power and the Icahn Group have agreed to terminate the Director Appointment and Nomination Agreement, which was originally put in place on February 12, 2024. The termination became effective December 22, 2025. In a separate development, the company’s Board of Directors approved changes on December 2, 2025, to its committee structure, effective July 1, 2026. The number of active board committees will be reduced from seven to five. The Finance Committee will be eliminated, with its responsibilities distributed between the full Board and the Audit Committee. Additionally, the Nominating and Governance Committee will be combined with the Human Resources Committee, and the merged committee will be renamed the Nomination, Governance & Compensation Committee. On December 22, 2025, the Board also adopted amendments to the company’s bylaws, effective July 1, 2026, to reflect the new name for the committee. American Electric Power stated that further details of the Board Observer Agreement and amended bylaws will be included as exhibits in upcoming filings. This information is based on a statement released in an SEC filing.

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12/26/2025

Pressure Grows on Target as Activist Investor Builds Stake

Financial Times (12/26/25) Barnes, Oliver; Meyer, Gregory

US retail chain Target (TGT) is facing pressure from an activist investor after a sales slump that has wiped out nearly a third of its share value this year, according to people familiar with the details. Toms Capital Investment Management (TCIM), a US hedge fund that built a stake in Tylenol maker Kenvue (KVUE) before its $48.7 billion sale to Kimberly-Clark (KMB) last month, has made a significant investment in Target, the people said. The exact size of TCIM’s stake is unknown. Target had a $43.7 billion market capitalization as of Wednesday’s close. The pressure comes after Target in November reported its 12th consecutive quarter of negative or negligible sales growth. Target’s share price is down 64% from its all-time high during the Covid-19 pandemic, when customers flocked to it as a one-stop shop for necessities, clothes and home goods. It has underperformed the wider retail sector. TCIM declined to comment. Founded by alumni of London-based hedge fund GLG Partners in 2017, it has recently built stakes and pushed for strategic changes at Pringles maker Kellanova, US Steel, and Kenvue. Target said in a statement that it maintained a “regular dialogue” with all of its shareholders. “Target’s top priority is getting back to growth, and our strategy to do so is rooted in three strategic priorities: leading with merchandising authority, providing a consistently elevated shopping experience and leveraging technology,” the company said. “We are confident the execution of this plan will drive the business forward and deliver sustained, long-term value for shareholders.” Target’s longtime Chief Executive Brian Cornell plans to step down in February after more than a decade in the top job. He is being replaced by chief operating officer Michael Fiddelke, who after 23 years at the retailer has been tasked with orchestrating a major overhaul. Fiddelke told investors last month that Target would spend $5 billion in 2026, roughly $1 billion more than this year, on improvements such as store renovations, product refreshes and a better digital experience. “We are not satisfied with our current results and are relentless in our pursuit of returning to growth,” he said on November’s investor call. Analysts have highlighted Target’s advantages: 75% of the U.S. population live within 10 miles of its nearly 2,000 stores, second only to Walmart, and it owns 78% of its stores. A recent UBS analyst report noted how Target could monetize its real estate in a similar way to US farm supply retailer Tractor Supply (TSCO). Yet consumers have become more cautious about spending, and Target, which relies more on discretionary goods such as decor, has been hit harder than rivals. Walmart’s share price is close to a record high, giving it a market capitalization of almost $900 billion, while the share price of warehouse club store Costco has more than doubled over the past five years. In October, Target cut 1,000 roles and a further 800 open positions at its headquarters in Minneapolis, Minnesota. The job losses accounted for about 8% of its 22,000 corporate employees. With about half of its merchandise sourced from outside the US — China is its main source of imported products — it has been hit by US President Donald Trump’s sweeping tariffs. While the tariffs have increased the cost of merchandise, Target lowered prices for 3,000 household essentials during the holiday shopping season.

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12/25/2025

Takaichi, AI, Corporate Reform Pave Way for Japan Stocks in 2026

Bloomberg (12/25/25) French, Alice; Ishikawa, Eru

Japan’s stocks are expected to extend gains in 2026, with Prime Minister Sanae Takaichi’s aggressive fiscal plans building on the momentum of the past year. Tokyo’s benchmark Topix index has weathered tariff shocks, two Bank of Japan rate hikes and a change of prime minister to gain about 23% this year, putting it on track for its biggest outperformance versus the S&P 500 since 2022. The rally — which led Japan’s benchmarks to multiple record highs — has laid the foundations for further gains, strategists say. Construction, infrastructure and energy shares are set to shine next year as Takaichi’s government pledges trillions of yen in domestic funding. Robot makers may win out, too, as tech focus shifts toward physical AI. Banks, among this year’s top performers thanks to higher interest rates, are also expected to extend their rally. Japan’s first female prime minister unveiled around ¥18 trillion ($115 billion) in extra stimulus funding in November, fueling investor optimism. Her plan focuses on spending to bolster 17 “strategic industries,” including quantum computing and nuclear fusion. The impact from Takaichi’s growth strategy “has got to be net positive for the economy, especially for the equity market,” said Naoya Oshikubo, chief market economist at Mitsubishi UFJ Trust & Banking Corp. “Semiconductors, infrastructure, construction companies will all see tailwinds.” Takaichi’s utility subsidies and cash handouts should also boost retail stocks by giving consumers more disposable income, said Chris Smith, a portfolio manager at Polar Capital LLP. But Takaichi brings downside risks too, Smith warned. “She needs to be careful, because her aggressive fiscal policy has been a source of pressure on the yen and bond rates,” he said. Japan’s ongoing diplomatic spat with China, which was triggered by Takaichi’s comments on Taiwan, could also weigh on equities if it escalates, Smith added. Japan’s corporate governance code is due for an update in 2026, driving anticipation for juicier shareholder returns. The revisions are likely to target idle cash holdings, an area Takaichi has said she wants to address. “We think the Financial Services Agency and Tokyo Stock Exchange are going to start putting pressure on companies who have over a certain level of cash on their balance sheet,” said Polar Capital’s Smith. If cash-rich companies boost shareholder payouts or invest in growth, Japanese stocks will become more attractive, he said. Some companies may reallocate cash to mergers and acquisitions. That would further fuel Japan’s ongoing deals boom, wrote Morgan Stanley MUFG Securities Co. strategists including Sho Nakazawa in a report. “We hope to see not only a review of balance-sheet management but also an acceleration of initiatives to raise profitability,” including M&A, R&D and wage increases, they wrote. M&A activity this year attracted domestic and global activist investors seeking hidden value. Japan saw 171 activist campaigns in 2025, the most ever, according to Bloomberg Intelligence.

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12/24/2025

South Korean Court Rejects Bid to Block Korea Zinc Share Sale Funding US Smelter

Reuters (12/24/25) Jin, Hyunjoo; Kim, Heejin; Yang, Heekyong

A South Korean court on Wednesday rejected a request by two major shareholders of Korea Zinc (010130) - MBK Partners and YoungPoong (000670) - to block the zinc refiner's plan to issue new shares to help fund a $7.4 billion U.S. smelter. The ruling, which clears the way for the project, sent Korea Zinc shares up as much as 5%, while YoungPoong shares fell as much as 10.5%. Last week, Korea Zinc, the world's biggest refined zinc producer, said it would build a $7.4 billion critical minerals refinery in the state of Tennessee that will be largely funded by the U.S. government and aimed at reducing U.S. reliance on China for materials used in chips, electronics and weapons. Under the plan, Korea Zinc will sell shares worth $1.9 billion to a joint venture controlled by the U.S. government and unnamed U.S.-based strategic investors, which would then control around 10% of the South Korean firm. In a statement, Korea Zinc thanked the court for its decision, adding that it would proceed with its U.S. smelter project and work to enhance corporate and shareholder value. "We will also seek to contribute to the national economy and South Korea’s economic security as a key player in the critical minerals supply chain," it said. Private equity firm MBK Partners and conglomerate YoungPoong, which together hold about 46% of Korea Zinc, said that they were disappointed by the court's decision, reiterating concerns over potential shareholder dilution and the fairness of investment terms. "Despite this outcome, YoungPoong and MBK Partners intend to support the U.S. smelter project so that it may deliver genuine 'win-win' results for the United States, Korea Zinc, and the broader Korean economy," the pair said in a statement. In a regulatory filing, Korea Zinc said the Seoul Central Court determined that the transaction was intended to support a U.S.-led restructuring of the global critical minerals supply chain, deepen cooperation between South Korea and the United States and secure stable global demand. The filing noted that the U.S. government sought to take an equity stake through the joint venture to ensure the project’s success, concluding that direct investment or subsidies alone would not be sufficient. Governance experts say a major beneficiary of the U.S. smelter deal would be Korea Zinc Chairman Yun B. Choi, who since October last year has been locked in a battle for control with MBK and YoungPoong. Issuing shares to a potential ally could tip the balance of power in Choi's favor. Korea Zinc has said the U.S. smelter project aligns Washington’s push to diversify mineral supply chains with the company’s goal of building a growth base by gaining an early foothold in the United States, the world’s largest critical minerals market.

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