12/10/2025

Elliott Heaps Pressure on Toyota with 5% Stake in Group Firm Slated for Buyout

Reuters (12/10/25) Leussink, Daniel

Elliott Investment Management has lifted its stake in Toyota Industries (6201) to 5.01%, further increasing pressure on automotive giant Toyota Motor (7203), which plans to buy out the forklift manufacturer, a key group firm. The U.S. activist investor, which spent 268 billion yen ($1.7 billion) on acquiring the stake, said in a Japanese regulatory filing on Wednesday that the holding was acquired for investment purposes and potentially making important shareholder proposals. Last month, Elliott said it had a significant stake and criticized the deal as undervaluing Toyota Industries, lacking transparency and falling short of proper governance practices. Other global investors have also asked for more disclosure of a deal that would strengthen the influence of the founding Toyoda family within the group. The transaction is being closely watched as Japan's regulators and the government push for improved corporate governance. Toyota Industries, which also supplies engines to Toyota Motor, is slated to be taken private by the automaker, group real estate company Toyota Fudosan and Toyota Chairman Akio Toyoda, the companies announced in June. Toyota Industries' shares continue to trade above the offer price of 16,300 yen per share, closing at 17,690 yen on Wednesday, suggesting investors expect a sweetened offer. Elliott's entry adds to that pressure. As of end-September, Toyota Motor held about 25% of Toyota Industries while Toyota Fudosan owned 5.42%. Elliott's stake makes it one of the largest shareholders in the company.

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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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12/9/2025

Jana Partners Urges Alkami Technology to Explore Sale

Bloomberg (12/09/25) Monks, Matthew

Alkami Technology Inc. (ALKT), a financial-technology player catering to banks and credit unions, is undervalued and should explore a sale to a rival corporation or private equity player, according to activist investor Jana Partners. Alkami is an attractive business trading at a substantial discount following a 40% slide in its share price in 2025, Scott Ostfeld, managing partner at Jana, said during a presentation Tuesday at the Bloomberg Activism Forum in New York. The Plano, Texas-based company, which Jana has a stake in, is an attractive private equity takeout candidate, given its organic top-line growth of about 20% and a high customer retention rate, Ostfeld said. A robust private equity and financing environment also bodes well for the prospects of a buyout, he added. The fact that General Atlantic upped its stake in Alkami earlier this year underscores the company’s potential allure to private equity, Ostfeld said. Alkami’s shares rose 3.8% to $22.16 at 3 p.m. in New York trading Tuesday, giving the company a market value of about $2.3 billion. Separately, Ostfeld reiterated Jana’s support for the strategic review launched by medical device maker Cooper Cos. (COO), where his firm has also taken a position. Cooper’s women’s health business could be attractive to financial and strategic buyers, he said. Winnowing Cooper’s focus to contact lenses could lead to an increased share price while also increasing the company’s takeover appeal to a large health-care or eyeglass company such as  health-care or eyeglass company such as (ESLOY), Ostfeld said.

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12/9/2025

Anson Pushes SPS Commerce Explore Sale, Management Changes

Bloomberg (12/09/25) Monks, Matthew

Anson Funds Management has taken a stake in SPS Commerce Inc. (SPSC) and is pushing the maker of retail supply chain management software to consider ousting its chief executive officer and put itself up for sale. Anson believes the board “must thoroughly examine all options” to improve its stock price, which lags competitors by 40% to 60%, according to a presentation Tuesday by Anson Funds portfolio manager Sagar Gupta at the Bloomberg Activism Forum 2025. While SPS Commerce has strong recurring revenue and a market leading position in its niche, its share price has fallen 50% since CEO Chad Collins took the helm in 2023, Anson said. To that end, Anson — which has met with board and management — wants SPS Commerce to consider cutting costs, pausing M&A, changing leadership and exploring a sale. It should also engage consultants to assess operational efficiencies and figure out ways to adopt artificial intelligence for customer onboarding and sales productivity, among other functions, Anson contends. “The board must objectively assess current management alongside a comprehensive strategic review given ongoing execution risk — a sale of the company may be the best risk-adjusted path forward,” according to Gupta’s presentation. SPS Commerce rose 1.3% to $85.36 at 2 p.m. in New York trading Tuesday, giving the company a market value of about $3.2 billion. In a sale, SPS Commerce could appeal to a range of software-focused corporations and private equity firms, including Thoma Bravo (TBA), Oracle Corp. (ORCL), Roper Technologies Inc. (ROP) and SAP SE (SAP), among others, Gupta said in his presentation.

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