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6/2/2026

Elliott Management Builds $1 Billion Northern Star Stake

Australian Financial Review (06/02/26) Shapiro, Jonathan

Elliott Investment Management has built up a A$1 billion stake in Northern Star (ASX: NST), the ASX-listed gold mining giant already facing irate shareholders after failing to capitalize on the surge in demand for the precious metal. The arrival of one of the most aggressive funds on the register of the country’s largest gold miner will pile pressure on veteran Chairman Michael Chaney after a spate of production cuts wiped out $17 billion of shareholder value, sparking concerns of a discounted takeover play. Florida-headquartered Elliott oversees a portfolio of about $US80 billion ($111 billion) and has amassed about 4% of Northern Star’s register, according to people familiar with the fund’s activities who requested anonymity given the matter was confidential. The investment would be Elliott’s largest position in an ASX-listed company since 2017, when it led a high-profile campaign against BHP (ASX: BHP), then known as BHP Billiton, pushing it to collapse its dual-class share structure. Elliott is likely to demand Northern Star accelerate the appointment of a new chief executive – Stuart Tonkin announced his resignation in May but has yet to leave – a strategic review and sweeping changes to the board. Perth-headquartered Northern Star is the largest gold producer in Australia and operates the Kalgoorlie Super Pit – one of the biggest open-pit mines in the world as a result of a $16 billion merger with Saracen Minerals in 2021. But the company has failed to take advantage of the surging gold price and has faced operational setbacks and delays, leaving it vulnerable to a discounted takeover, amid increased merger activity in the sector. In March, Northern Star told analysts it expected to mine 1.5 million ounces of gold during the financial year, almost 20% below initial forecasts. The company blamed machinery problems at its flagship mine in Kalgoorlie for a series of production cuts that prompted furious analysts to speculate whether the company risked “being taken over at a discount." Some brokers have already speculated about the prospect that Northern Star could sell some assets, with UBS (NYSE: UBS) concluding in March that “the market would likely reward a cleaner, lower-risk portfolio, particularly if proceeds are recycled into returns or higher-tier production growth." Shares in Northern Star are down 30% this year, making it the worst-performing major gold miner on the ASX. The most direct comparison, Evolution Mining (ASX: EVN), is flat while a Van Eck exchange-traded fund that tracks gold miners and acts as a proxy for the sector is up about 4%. Over a three-year period, Northern Star shares have gained about 60%, well below Evolution’s 300% over the same time. A campaign for change at Northern Star would pit Elliott against one of the country’s most influential directors, Chaney. The 76-year-old businessman has been on the board since 2021, taking over after the company’s spectacular acquisition-led rise from junior miner into the top tier. Chaney is also the chairman of Perth-headquartered conglomerate Wesfarmers (ASX: WES), the owner of Kmart, Officeworks, and Bunnings, and was previously the chairman of National Australia Bank (ASX: NAB) and Woodside Energy (ASX: WDS). Northern Star’s market capitalization peaked at $44 billion in February, shortly after gold hit a record high of $US5597 an ounce as geopolitical tension and central bank buying drove record demand for the metal. Northern Star’s acquisition of smaller rival De Grey Mining in a $6 billion deal last year also added to investor optimism. That gave the miner control of the Pilbara’s Hemi resource, an asset many in the industry believe is one of the best undeveloped gold prospects in the country. But Northern Star’s market valuation has since slid to $26 billion, primarily due to production downgrades. The company also said that the Hemi mine would not produce gold until 2030, three years later than first thought. There have also been concerns that Northern Stars’ governance and disclosure processes have failed to keep pace with its rapid ascend into the ranks of the Australian share market’s largest companies. In January, the ASX ordered Northern Star to explain why it took almost a month to disclose that a crusher at its Kalgoorlie processing plant, a critical piece of equipment, had broken down. The delay raised the ire of analysts, who singled out Tonkin for poor communication with the market.

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6/1/2026

Toms Capital Ramps Up Campaign at Voya Financial

Bloomberg (06/01/26) Sun, Mengqi

Insurance company Voya Financial Inc. (NYSE: VOYA) is facing increased pressure from Toms Capital Investment Management to take M&A action and make changes. Toms Capital said in a letter to Voya’s board Monday that Voya should explore options, including a sale of the company, and engage with interested buyers. “As a high-quality franchise trading at a historically anomalous and self-inflicted discount, Voya is at an inflection point — one that this management team can no longer be trusted to navigate,” Toms Capital co-founder and Chief Investment Officer Benjamin Pass and principal Akash Bagaria wrote in the letter, which was reviewed by Bloomberg News. “The board’s continued inaction has become part of the problem.” The investor added that it believes multiple asset managers that would be logical buyers “signaled active M&A appetite and described their target profile in terms that map closely to Voya.” “We hope to see Voya finally get the value it deserves,” Pass and Bagaria wrote. Bloomberg News reported in April that Toms Capital had built a stake in Voya and was pushing for changes. The Voya campaign is a high-profile effort by Toms Capital, which tends to work behind the scenes and doesn’t usually write public letters. Shares of Voya have gained 22% over the past year, giving the company a market value of $7.36 billion. Toms Capital said in the letter that it still believes Voya to be a strong, but undervalued, company in financial services that is trading at a discount compared with its peers. The investor said Voya’s retirement and investment management segments have been performing well, having grown net assets and outperformed peers. Voya’s acquisition of benefits administrator Benefitfocus, though, was “ill-fated,” according to the letter. New York-based Voya, which provides retirement planning, insurance and workplace benefits, reported a 23% year-over-year increase in net income to $165 million for the quarter ended March 31. The letter to Voya comes amid a pickup in investor activity in asset management, which has been under pressure for years to consolidate against the backdrop of the rise of index funds. Nelson Peltz’s Trian Fund Management paid about $8 billion, or $52 a share, for asset manager Janus Henderson Group Plc (NYSE: JHG) in March after a bidding war from rival Victory Capital Holdings. Earlier this year, investment firm Nuveen paid £9.9 billion ($13.3 billion) for asset manager Schroders Plc (LON: SDR), creating one of the world’s largest active asset managers with almost $2.5 trillion of assets. Last year, New York-based Toms Capital pushed for strategic changes at Tylenol producer Kenvue Inc. (NYSE: KVUE). It has also built a stake in Target Corp. (NYSE: TGT). Reuters reported last week that Toms has an investment in spice maker McCormick & Co. (NYSE: MKC).

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6/1/2026

Uber Faces Prosus Challenge in Delivery Hero Pursuit

Financial Times (06/01/26) Smith, Kieran; Moens, Barbara

Uber (NYSE: UBER) faces a new challenge over its pursuit of Delivery Hero (DHER.DE), as a rival shareholder explores expanding its position to thwart a takeover attempt for the German food delivery group. Investment firm Prosus (AMS: PRX), which until last month was Delivery Hero’s largest shareholder, has spoken to other investors about the price for which they would sell their stakes in the business, according to people familiar with the matter. The move would pose a challenge to Uber, which has acquired a 37% stake in Delivery Hero, after a €33-a-share offer to buy the company — whose brands include Glovo, Talabat and Foodpanda — was rebuffed last month. Uber’s latest stake increase valued the group at more than €12 billion. Prosus, which had formerly had a 27% holding, had been forced to forfeit its voting rights and agreed to sell down its stake to “single digits” by August 2026 as part of a deal with EU antitrust authorities to acquire Just Eat Takeaway (Euronext Amsterdam: TKWY) last year. However, on Monday, the European Commission granted Prosus a waiver to extend the period by which it must sell down its position. It said the investment group “still has to fully comply” with its commitment to reduce its shareholding, but did not comment on the length of the extension. Prosus is considering using this waiver to temporarily increase its shareholding, either to thwart Uber’s takeover or to ensure it has a stronger bargaining position in any acquisition, according to a person familiar with the matter. The Amsterdam-based group could also seek to vote against any Uber takeover attempt, according to the person. Prosus had previously sold a 4.5 per cent stake to Uber in April, worth €270 million at the time. “The signals are that Prosus is close to being unshackled,” said Giles Thorne, head of European internet research at Jefferies. “The idea of tech sovereignty in the EU looks alive and well.” Prosus Chief Executive Fabricio Bloisi told the FT in December that the EU was at risk of becoming “irrelevant in terms of technology” due to its antitrust rules. The group has criticised European regulators for opening the door for an American takeover of Delivery Hero. One person familiar with Uber’s thinking said last week that the company was still weighing whether to pursue a formal tender offer for Delivery Hero and that a decision was probably “weeks away." Delivery Hero’s share price has risen more than 75% in the past month due to speculation of a potential takeover attempt.

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6/1/2026

After Settling With Jana Partners, Rapid7 Gets a New CEO

Boston Business Journal (06/01/26) Maffei, Lucia

After over ten years at the helm of one of Greater Boston's largest cybersecurity companies, Corey Thomas is no longer chief executive of Rapid7 Inc. (NASDAQ: RPD), though he's staying on as executive chairman. Rapid7 said Monday it appointed as CEO, effective immediately, current board member Wael Mohamed, one of the three members that the company added to its board last year after reaching a settlement with Jana Partners, which had been pushing for a sale of the business. Mohamed joined Rapid7's board as the founder of Global Forward Capital, a Singapore-based cybersecurity investment firm, and former CEO of Forescout Technologies, an enterprise security firm based in San Jose, Calif. He will be based in Boston, according to a spokesperson for Rapid7. Thomas, one of Boston's most influential business leaders, was promoted from COO to CEO of Rapid7 in 2012. Rapid7, one of the state's largest software developers by local headcount, helps enterprise customers improve the efficacy and productivity of their security operations — known as "SecOps." Its software help identify and remediate vulnerabilities, monitor for malicious behavior and investigate and shutdown cyber attacks. The firm had 476 local employees earlier this year, according to Business Journal research. In recent years, Rapid7 has reportedly explored a sale to private equity, but no deal has ever been finalized. "Wael quickly became an invaluable strategic advisor and partner to me," said Thomas in a statement. "His leadership will help customers see the benefit of Rapid7’s vision faster." In a separate statement, Mohamed said that Rapid7 has “the customers, technology, leadership, and talent to own the AI-SOC market." He added, "I am committed to driving focus on the core businesses where Rapid7 is excellent and honing all of our resources and effort into the success of that vision."

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5/29/2026

Executives at this Minnesota Company Commute Here by Plane. A Shareholder Wants to Change That.

Minnesota Star Tribune (05/29/26) Kennedy, Patrick

Most or all of Solventum’s (NYSE: SOLV) top leadership team, including CEO Bryan Hanson, live out of state, and one of its major shareholders is fighting the company over it. “We have never seen a situation like this where an entire C-suite is effectively remote,” the investor, Trian Fund Management, wrote in an open letter to the board in April. “In our view, this is not how strong organizations are built.” “We also expect this management team to start working together from one central headquarters and to stop commuting to work by private aircraft,” Trian wrote. “Shareholders are paying for this.” Trian said that besides Hanson, who lives in Florida, Solventum’s chief financial, commercial, human resources and transformation officers live in Connecticut, Illinois, Ohio, and Massachusetts, respectively. In addition, the presidents of its three main units — MedSurg, Health Information Systems and Dental Solutions — do not live in the same cities as the businesses are based. Trian officials declined to comment on details of the campaign. Solventum, too, declined to comment on whether its executives being outside Minnesota affected performance. But Trian in its latest letter said the health care company has done more to maximize compensation for a remote management team than increase shareholder value. Solventum, it said, has not delivered on its potential. The letters note that before the spinoff from 3M (NYSE: MMM), analysts estimated that a post-spin Solventum would have a market capitalization of $25 billion. Instead, it is $13 billion. The stock has had a total return of 11% since its inception, and its current market cap is $13.3 billion. Meanwhile, 3M’s total return has been nearly 70% since the spinoff. Analysts from Baptista Research in May characterized the Solventum-Trian back-and-forth as a conflict between a newly independent company and an aggressive investor. “The central question is whether Solventum needs more time or more pressure,” they wrote. Trian’s latest letter might have swayed a “say-on-pay” vote at Solventum’s May 14 annual meeting. The nonbinding advisory proposal on the company’s executive compensation program passed with 74% voting in favor. Average shareholder support at S&P 500 companies for say-on-pay votes is 91% this year, according to Semler Brossy, an independent consulting firm that tracks executive pay. Trian is a multibillion-dollar investment fund that was founded in 2005 by Nelson Peltz and Peter May. It controls about 5% of Solventum’s stock, which it acquired after company spun off from 3M Corp. in April 2024. Trian in 2024 proposed adding someone associated with the investment fund to the board. In 2025, it suggested adding an additional independent director nominated by Trian who has been CEO of a Fortune 100 health care company. Solventum declined both recommendations. In its April letter, Trian suggested three main avenues for change. The investment fund wants Solventum to more aggressively cut overhead costs, streamline its portfolio of businesses and be more aggressive buying back its own shares, which Trian says are currently undervalued. Solventum said the company welcomes input from shareholders and will continue to engage with them and increase shareholder value. “Since spinning in April 2024, Solventum has acted with urgency and delivered meaningful progress against a clear three-phased transformation to stabilize the business, enhance strategic focus and optimize the portfolio, while executing a highly complex separation," said Brad Puffer, a Solventum spokesperson. Trian also took issue with Hanson’s compensation at Solventum. “The CEO has already been paid more than $80 million in just over two years, while the business has gone backwards,” Trian wrote. (That total includes grant date values of long-term equity awards.) Trian questions why the management team doesn’t take fuller advantage of its headquarters, surrounding talent and the proximity to other leading public companies such as Medtronic (NYSE: MDT), UnitedHealth (NYSE: UNH), 3M, and Fastenal (NASDAQ: FAST). Solventum is not the only company with a remote CEO, and the value of having a chief executive live where a multinational company is based has been debated. A lot of travel is part of a Fortune 500 executive’s job. For example, James Cracchiolo, CEO of Ameriprise (NYSE: AMP), one of the best-performing Minnesota-based companies, lives in New Jersey. Former Target (NYSE: TGT) CEO Brian Cornell lived in Florida at least part of his time running the company. Yet Dave Bozeman of C.H. Robinson (NASDAQ: CHRW) and Linda Findley of Sleep Number Corp. (NASDAQ: SNBR) both chose to move to Minnesota, noting the need to be close at hand to guide turnarounds at those companies. Lauren D’Innocenzo, professor of organizational behavior at Drexel University’s LeBow College of Business, said there are pros and cons to being remote. The key for C-suite executives is how they present themselves, she said. “I’d never advocate for 100% remoteness, especially for C-suites,” D’Innocenzo said. “There needs to be some active in-person involvement as well." If executives are remote, they need to be purposeful and intentional in showing up at key company events, she said. In those moments, asking employees how they can serve them is more effective than asking what or how employees are doing things. “When you’re remote, you want to manage those perceptions that employees have,” D’Innocenzo said. In 2025, Solventum had annual revenue of $8.3 billion, with 58% of revenue coming from its MedSurg segment that makes wound care products, surgical supplies, medical tapes and stethoscopes. Trian wants Solventum to focus on the MedSurg business and “immediately” divest its dental unit (16% of 2025 sales) and health information systems business (16% of 2025 sales). Michael Piccolo, an analyst with Wedbush Securities, recently initiated coverage on Solventum with a “buy” recommendation that referenced Trian’s view of Solventum’s portfolio. “Our investment thesis centers on the divestiture and/or spin-off of non-core health information systems and dental solutions segments,” Piccolo wrote. “We believe the probability of near-term portfolio action is high.”

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5/29/2026

Toms Capital has Built Stake in McCormick as it Works on Unilever Food Deal

Reuters (05/29/26) Herbst-Bayliss, Svea; Summerville, Abigail

Toms Capital Investment Management, a U.S. hedge fund, has built a significant stake in McCormick & Co (MKC.N), according to sources familiar with the matter, at a time the U.S. food company is working on a prominent takeover deal. Run by Benjamin Pass, Toms Capital invested in McCormick during the second quarter after the spice company announced its planned acquisition of Unilever's (ULVR.L), said the sources who were not permitted to discuss the matter publicly. The size of its stake and what Toms Capital intends to push for at McCormick could not immediately be learned. Unlike some investors, Toms Capital prefers to stay in the background and push for changes out of the limelight, rather than launching public and noisy campaigns. A successful takeover of Unilever's food business would create a $65 billion sauce-and-spice giant, home to brands including Hellmann's mayonnaise and French's yellow mustard. It would help Hunt Valley, Maryland-based McCormick tap London-headquartered Unilever's global scale and expertise, company executives told investors after the plans were announced in late March. A representative for Toms Capital declined to comment, while a representative for McCormick could not be reached for comment. Both companies' share prices have been under pressure since the deal was announced. McCormick has underperformed the State Street Consumer Staples Index (XLP.P) by 15% and Unilever has underperformed the MSCI Europe Consumer Staples Index by 8%. The deal is expected to close by mid-2027, subject to regulatory and McCormick shareholder approval. Unilever shareholder approval is not required, the companies said. McCormick has been engaging with institutional investors who have told the company they see the merits of the deal but are pushing for it to close more quickly, a separate source familiar with the discussions said. The deal has also raised concerns about its structure and antitrust risks. In the past, Toms Capital has owned a stake in Kenvue (NYSE: KVUE) and pushed for a merger. The Band-Aid and Tylenol maker sold itself to Kimberly-Clark (NASDAQ: KMB) for nearly $48.7 billion last year. More recently, the hedge fund has pressed Voya Financial (NYSE: VOYA), which oversees some $1.1 trillion in assets under management, to sell the entire company or sell its health insurer unit.

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5/28/2026

Fertitta-Owned Firm to Buy Caesars Entertainment in Nearly $18 Billion Leisure Push

Reuters (05/28/26) Tripathy, Anshuman

Caesars Entertainment (CZR.O) said on Thursday it will be bought out by Tilman Fertitta-owned firm in a $17.6 billion deal, as the hospitality billionaire looks to expand his leisure empire. The deal, which will take one of the Las Vegas Strip's most prized casino operators private, includes about $11.9 billion in assumed debt, the company said. Shares of the casino operator rose 2.5% in premarket trading and have gained about 16% since the deal was first reported in February. Fertitta, the U.S. ambassador to Italy and San Marino and owner of Fertitta Entertainment, offered $31 per share — a nearly 50% premium to the stock's closing price before the deal was first reported. Top executives, including CEO Tom Reeg and CFO Bret Yunker, are expected to stay on. The deal includes a "go-shop" period through July 11, allowing Caesars to consider and negotiate alternative proposals. Fertitta Entertainment, which owns the Golden Nugget Hotel and Casinos and basketball team Houston Rockets, had approached Caesars in 2018 about merging it with his own gaming empire, Reuters had reported. Through his restaurant and hospitality company, Fertitta owns more than 600 properties in 36 states and over 15 countries, including casual dining brands such as Rainforest Café and Bubba Gump Shrimp. Caesars combined with smaller rival Eldorado Resorts in 2020 to form one of the biggest casino and entertainment companies in the United States — a deal set in motion after Carl Icahn built a stake a year before and pushed the company to pursue a sale. Caesars controls more than 50 casinos across North America, including Caesars Palace, Harrah's and Eldorado. It also runs a retail and online sports-betting app. The company faces mounting pressure as fewer visitors to Las Vegas — its core market — dent revenue at resorts, hotels and casinos, while its online betting arm trails larger rivals like FanDuel and DraftKings and faces growing competition from prediction markets.

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5/28/2026

Korea to Require Digital Shareholder Meetings for 210 Top Companies

Korea Times (05/28/26) Kyung-min, Lee

Korea is moving to dismantle one of the most persistent inconveniences of its corporate governance calendar, mandating electronic shareholder meetings for the country’s largest listed companies in a sweeping regulatory overhaul aimed at expanding investor participation. The Ministry of Justice said Thursday that it has proposed amendments to the enforcement decree of the Commercial Act that will require electronic general meetings of shareholders for companies with total assets of at least 2 trillion won ($1.3 billion), covering 210 listed firms as of the end of 2025. Officials said the measure is designed to address long-standing criticism that traditional shareholder meetings, often concentrated on a single annual “peak season,” have effectively excluded retail and overseas investors who cannot travel to physical venues. Under the new rules, affected companies will be required to provide systems allowing shareholders to attend and vote remotely through the internet, effectively enabling participation “anytime, anywhere,” according to the ministry. The ministry said the reform will establish detailed procedural standards for running hybrid and fully electronic meetings, including authentication methods, voting systems and safeguards to ensure the legitimacy of remote participation. The move follows recent revisions to the Commercial Act requiring listed companies to adopt electronic shareholder meetings and represents an early-stage implementation framework focused on large corporations. The ministry said the 210 affected companies include 201 firms listed on the benchmark KOSPI and nine on the secondary Kosdaq. Justice Minister Jeong Seong-ho said the reform would remove barriers of time and distance that have limited shareholder rights. He said the government would continue working to improve investor access and strengthen communication between companies and shareholders. The ministry said it will cooperate with the Korea Securities Depository to conduct a mock electronic shareholder meeting in the second half of 2026 in preparation for full implementation. The system is scheduled to take effect on Jan. 1, 2027.

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5/28/2026

Korean Scheme Bolsters Shareholder Activism but Fails to Draw Foreign Capital

Asia Asset Management (05/28/26) Hui, Chinghoo

A two-year-old South Korean scheme to draw foreign capital into local stocks has failed to realize its potential thus far, but has bolstered shareholder activism, according to financial industry players who shared their insights at Asia Asset Management’s recent investment forum. The Corporate Value-add Programme was launched in February 2024 to address the so-called “Korean discount,” where stocks trade at relatively lower valuations compared to global peers. It includes measures such as tax reforms and voluntary disclosure to enhance transparency and corporate governance. According to Daniel Yoo, head of global asset allocation division at Yuanta Securities Korea and one of three participants in a panel discussion at the forum in Seoul on May 20, the share of global investments in the Korean stock market remains small because foreign investors are put off by high volatility and low returns. He said the average shareholder return rate in Korea is only around 30%, whereas it's 90% in the United States and 55% in Japan. He suggested that the government should refine the value-add program by strengthening shareholder policies to encourage long-term commitment from foreign investors and foster a more stable investment environment. Another panelist, Je Ho Byun, director general of the Financial Services Commission's capital markets bureau, said shareholder activism has improved since the program was introduced. He said shareholders are more willing to voice opposition and pursue legal actions against listed companies. According to the third panelist, Hyunyoung Hwang, research fellow at the Korea Capital Market Institute, the value-add program plays a crucial role in improving market efficiency and transparency. He highlighted voluntary reporting as one of the major changes introduced in the program. It incentivizes listed firms to disclose their three-year corporate value-add plans, including financial status and management strategies by providing benefits such as tax incentives. Hwang said that as of last month, around 714 companies, representing 77% of Korea's stock market capitalization, have submitted their value-add plans to financial regulators.

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