9/11/2025

Bill CEO Defends Performance

Payments Dive (09/11/25) Bachman, Justin

Bill Holdings’ (BILL) founder and chief executive on Wednesday defended his company’s performance as two activist hedge funds call for change at the payments and accounting software firm. “The board has always actively thought about shareholder value and how you create more shareholder value,” Bill CEO René Lacerte said at an investor conference, adding later in the discussion that “the DNA of the company” is focused on growth and profits. Lacerte declined to directly address the recent 8.5% stake taken by Starboard Value, which aims to add directors to the company’s board. He also sidestepped commenting on the stake of at least 5% acquired by Elliott Investment Management. The CEO listed several Bill accomplishments in recent years, including a doubling of revenue and non-GAAP profits over the past three years and increasing investments to spur company growth. On a GAAP basis, Bill posted a $24 million net profit last month for its 2025 fiscal year, following three years of losses totaling $579 million. Bill, based in San Jose, California, sells to small and midsized businesses, including about 9,000 accounting firms. The company is seeking to better monetize its current client base and to extend its 10 payments products into more companies. “We have a massive opportunity,” Lacerte said, citing only a current 4% market penetration among SMBs. Bill also has “significant opportunities to increase both the penetration of our payment products across our customer base” and to increase customer growth, he said at the Goldman Sachs Communicaopia + Technology Conference. Bill shares have declined 37% this year and sit about 85% below their $342 peak in November 2021. Bill’s board authorized a new $300 million share repurchase program last month, atop $100 million in shares the company has repurchased so far in 2025. Bill’s revenue growth has been pressured recently as its small and mid-sized business customers have faced financial uncertainty due to the Trump administration’s tariffs and an unclear outlook for the U.S. economy, the company’s executives noted last month. Bill has also faced increased competition from multiple payments rivals, including Intuit and Tipalti. A third of Bill’s 12 directors’ terms expire this year, according to the company’s 2024 proxy filing. Starboard plans to nominate several new directors, the hedge fund said last week in its securities disclosure.

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9/11/2025

CSX to Reopen Howard Street Tunnel and Blue Ridge Sub Ahead of Schedule

Trains (09/11/25) Stephens, Bill

CSX Corp. (CSX) plans to resume operations through the Howard Street Tunnel and over its hurricane-damaged Blue Ridge Subdivision ahead of schedule, CEO Joe Hinrichs said today. Trains will begin running through the Howard Street Tunnel in Baltimore during the last week of September. The tunnel on CSX’s I-95 corridor has been closed since Feb. 1 for a long-awaited double-stack clearance project that was expected to take up to 10 months. “We’re going to beat the clock on that. We’re really excited about it. ?The team’s done a fabulous job,” Hinrichs told an investor conference. The hurricane-damaged Blue Ridge Sub — the former Clinchfield Railroad through rugged eastern Tennessee and western North Carolina — will reopen during the first week of October after completion of a massive $450 million rebuilding project. CSX had previously said it expected to reopen the line late in the fourth quarter or early in the first quarter of next year. Nearly 60 miles of the route were wiped off the map due to flooding caused by Hurricane Helene last October. The reopening of the tunnel and Blue Ridge Sub will enable CSX to avoid the $10 million monthly cost of detouring traffic around the closures. It will also make the railroad more resilient, Hinrichs said, because all four of its north-south routes will be open. While the Howard Street Tunnel itself will be fully cleared for domestic double stack trains when it reopens, work remains on two overpasses in Baltimore. Once those are complete by the second quarter of 2026, CSX will be able to offer double-stack service in the I-95 corridor for the first time. It also will be able to shift stack trains linking the Midwest and Baltimore to the direct route over the former Baltimore & Ohio main line via Pittsburgh rather than the current roundabout detour through New York state, New Jersey, and Philadelphia. The line closures and detours exacerbated congestion that had been building on the railroad since hurricanes Milton and Helene struck the Southeast just 13 days apart last fall. Service suffered, particularly from February through April. But by May the railroad had bounced back. The deterioration in CSX’s operating metrics and its financial performance prompted sharp criticism from activist investor Ancora Holdings in July. Last month the hedge fund called on the CSX board to replace Hinrichs as part of a management overhaul. Ancora claimed that the railroad’s performance slipped under Hinrichs, who became CEO in September 2022. Prior to his tenure, Chadwick notes, CSX had a sub-60% operating ratio. Today CSX’s 64.1% operating ratio trails the other four publicly traded Class I railroads. Without mentioning Ancora, Hinrichs today defended CSX’s performance. “We’re having a very strong third quarter operationally,” he said. “Essentially, from the beginning of May on, our railroad’s running about as well as it ever has, and you can see it in the metrics.” For the third quarter, train velocity, terminal dwell, trip plan compliance, and the number of cars online are all outperforming the railroad’s averages since 2021. “This is really important because this is all happening before we open up … the big projects we’re working on,” Hinrichs said. “So it shows you the capability of our network, even without those relief valves.” A number of factors contributed to a reduction of operating income from a 2022 peak of $5.95 billion, Hinrichs said. In 2022, CSX benefitted from high export coal revenue, fuel pricing, and unusually high intermodal storage revenue and real estate sales. Lower export coal volume and revenue, unfavorable diesel prices, and normal storage and real estate revenue have all contributed to a $1.2 billion decline in operating income over the 12 months ending June 30 compared to 2022, Hinrichs said. Also contributing: Costs related to congestion and detours. “We should get back to stronger earnings when some of those things aren't going against us on an annual basis,” Hinrichs said. CSX also is banking on increased merchandise volume from a number of industrial development projects that are coming online next year and in 2027. The railroad also expects the Howard Street Tunnel project to divert up to 125,000 truckloads to intermodal annually.

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9/11/2025

Shareholder Democracy Enters its Disney-princess-BuzzFeed-quiz Era

Semafor (09/11/25) Goswami, Rohan

The trillions of dollars managed by BlackRock (BLK), State Street (STT), and Vanguard gave them huge power over corporate America. Retreating from political criticism, they’re trying to give it up to everyday investors. The Big Three investment firms have rolled out programs over the past three years that let individual investors vote their own shares in corporate elections, rather than governance experts at HQ. Clients can choose “archetypes” — pro-environment, deferential to management, socially-minded — that distill their stances, and then automatically vote accordingly on ballot measures. Vanguard on Wednesday said that the number of investors opting into their program had more than doubled from 2023 to 2024. State Street and BlackRock have had similar uptake to their own programs. “It’s giving voice to investors that have a perspective,” John Galloway, global head of investment stewardship at Vanguard, told Semafor. A side benefit is reducing the power of these firms, which is both real — BlackRock, Vanguard, and State Street together control around 20% of the average S&P 500 company — and magnified by conservatives who see a vast left-wing conspiracy in corporate boardrooms. The challenge is getting investors to care. Vanguard has more than 50 million investors on their platform, 10 million of whom are eligible for its Investor Choice program. Just 82,000 of them opted to control their votes in 2024. Getting shareholders to “open up an email [informing them about voting choice], understand what you’re even talking about, and then make a decision” is an uphill battle, said Alex Thaler, CEO of Iconik, a startup that offers default profiles as well as interactive questions — a shareholder democracy version of BuzzFeed’s “which Disney princess are you?” quizzes. Vanguard and other investment firms are still building out the technology to make more investors eligible: Currently, a little more than 26% of BlackRock’s $12.5 trillion in assets qualify. The question of which individual investor owns which share of which company is surprisingly murky, an artifact of arcane market plumbing made more difficult by the rise of ETFs and fractional share ownership. Galloway says Vanguard is three to five years away from perfecting the system. Another challenge is parsing millions of pages of corporate documents to figure out what shareholders are actually being asked to decide. “Maybe I want to follow this person’s policy, or this policy that’s already set up by a nonprofit, or maybe it’s Vanguard[’s house policy], Thaler said. “Or I want to follow parts of that policy, but I also want to have my own rules.” A world in which BlackRock and Vanguard’s power is dispersed to millions of individual investors could upend how activist board battles are waged. Their ability to swing elections brings some efficiency to proxy battles, corralling the efforts of corporate management and the hedge funds trying to pressure them, and winning over the Big Three is usually enough for either side to secure victory. Activists, fairly or not, perceive those big passives as in favor of management. Putting the voting power back in the hands of shareholders — where it arguably belongs, and where passive giants might prefer, for political reasons, that it rests — will fragment the fight for corporate influence and make those battles more expensive. Disney (DIS) and Nelson Peltz spent tens of millions of dollars on old-school mailers, phone calls, and advertisements trying to win over individual investors, a large block of the House of Mouse’s shareholder base. "I can categorically reject the assertion that there is some kind of blanket approach [to supporting companies over activists],” Galloway told Semafor. “We look at each [proxy fight] independently. ... Activists are a really important part of a corporate governance ecosystem,” he noted.

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9/11/2025

AVI Poised to Boost Holdings of Japan Small-Cap Shares

Bloomberg (09/11/25) Tsutsumi, Kentaro

Activist Asset Value Investors Ltd. (AVI) plans to add stakes in Japanese small- and mid-cap companies once it gains more firepower from a planned merger of one of its investment trusts. The London-based firm will expand its positions in Japanese companies by at least about ¥25 billion ($170 million) shortly after the AVI Japan Opportunity Trust and Fidelity Japan Trust combine, managing director Nicola Takada Wood said in an interview last week. AVI has been increasing its presence in Japan in recent years with successful campaigns including one that led to the ending of a parent-child listing at Toyota Industries Corp. (6201). The plan underscores AVI’s conviction that Japan’s corporate governance reforms will touch more firms, and especially smaller ones. It’s another example of how activists are shaking up corporate Japan as they plow capital into the country given the Tokyo bourse’s push for firms to raise their enterprise value. These reforms are creating a “once-in-a-career opportunity,” and there is still a lot more room for improvement in small- and mid-caps, Takada Wood said. The potential investment may give more momentum to still-undervalued smaller Japanese stocks. The Topix Small Value and Topix Mid400 Value indexes have both risen around 20% this year, beating the Topix benchmark’s 13% gain, supported by expectations for governance reforms and less concern about US tariffs. AVI’s targets in Japan usually have net cash and securities greater than 30% of their market capitalization, according to its website. As of August, its holdings included civil engineering firm Raito Kogyo Co. (1926), Rohto Pharmaceutical Co. (4527), and textile maker Kurabo Industries Ltd. (3106). The firm will utilize its expanded Japan assets in “a combination of adding to the existing portfolio and also finding new positions” within a few weeks of the merger, Takada Wood said. “Maybe two or three” new names will be added to the fund’s current 21 firms, including some small-cap candidates, she added. The consolidation of the two funds should be completed by the end of November, according to an announcement last month giving details of the rollover of Fidelity Japan assets into AVI Japan, which is conditional on approvals from shareholders and authorities. Once the transaction goes through, AVI Japan’s net assets will rise about 50% to around £370 million ($500 million) and most of the transfer will be in cash or cash equivalents, Takada Wood said. In a sign of the growing influence of activist investors in Japan, the number of Japanese firms where shareholder proposals have been approved is gradually rising and reached seven this year, according to data from Mitsubishi UFJ Trust & Banking Corp. That included AVI’s proposal to Eiken Chemical Co. (4549) regarding dividends, which got approval in June. The fund merger will create more influence for AVI, and “we can enhance our engagement effort and returns,” Takada Wood said.

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9/10/2025

Dalton Blasts Japan's Aska Pharma, Bunka Shutter for Takeover Defenses

Nikkei Asia (09/10/25) Ban, Momoe

Dalton Investments, a U.S.-based activist investor known for its outspoken positions, plans to release a letter criticizing the steps taken by Japan's Aska Pharmaceutical (4886) and Bunka Shutter (5930) to fend off would-be takeovers. Dalton currently holds stakes of about 21% in Aska Pharmaceutical and 19% in shutter maker Bunka Shutter. Both companies have indicated they would take measures to fight off potential takeover bids. The letter, to be published soon, is jointly addressed to both companies. Dalton explained that it would issue a joint letter because the takeover defense policies adopted by each company were similar and targeted toward Dalton and its group affiliates. Dalton has proposed taking the companies private through management buyouts (MBO). Both companies opposed the idea and announced measures to prevent the investor from further increasing its stakes. In its letter, Dalton will lay out its investment objectives and its view of the attempts to fend off the takeovers. It claims its proposals are "aimed at enhancing the corporate value and common interests of shareholders," and not to "force or steer them toward any specific option." Dalton stresses that the "terms of going private are determined by the Board of Directors," noting that "we do not participate in setting these terms and do not create conflicts of interest among shareholders." Dalton also strongly criticizes the takeover defense measures, saying: "The free trading of shares in the market is a fundamental principle of an open capital market. " It adds that the moves undermine "the efforts and achievements in capital market reform built up by the Tokyo Stock Exchange and the government." The measures announced by each company would only come into effect if an actual takeover bid materialized. They differ from "advance warning" rules, which establish procedures — such as the issuance of share warrants to dilute existing shares — ahead of time in an effort to ward off takeover bids. Bunka Shutter noted that it had already scrapped its advance warning rules. Both Aska Pharmaceutical and Bunka Shutter have said that Dalton's large stakes could make agile investment difficult. They have signaled that they may convene extraordinary general shareholder meetings to confirm whether other shareholders support the free allocation of share warrants as a countermeasure. Dalton said that "the actions of the management of both companies — disclosing unfounded and inaccurate facts, manipulating information to mislead other shareholders, and depriving shareholders holding around 20% of their freedom to trade shares in the open market — are nothing other than self-preservation."

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9/10/2025

Novo Nordisk Slashes 9,000 Jobs to Slim Down in Fierce Weight-loss Drug Battle

Reuters (09/10/25) Rasmussen, Louise; Gronholt-Pedersen, Jacob; Fick, Maggie

Novo Nordisk (NVO), the maker of blockbuster weight-loss drug Wegovy, said on Wednesday it will cut 9,000 jobs in a bid to reignite growth and fend off intense competition from U.S. rival Eli Lilly (LLY) and a wave of compounded copycat drugs. The restructuring, including the largest layoff in Denmark's history, is expected to save 8 billion Danish crowns ($1.25 billion) annually and comes as Novo Nordisk is battling to revive its fortunes under a new CEO after it lost its lead to Eli Lilly in the obesity and diabetes markets. Sales growth has stalled and shares have slumped, knocking $450 billion off the Danish company's market cap since the middle of last year and hurting the local economy. The company issued its third profit warning this year on Wednesday, citing 9 billion crowns in one-off costs tied to the overhaul. "They need to reignite investor confidence with an appealing growth story for the future," said Novo Nordisk shareholder Lukas Leu, a portfolio manager at ATG Healthcare. "The obesity market was misjudged. It's much more consumer-driven than anticipated, and Novo expanded organizational complexity too quickly." Novo's meteoric rise began in mid-2021 when Wegovy became the first highly effective obesity drug approved in the U.S., catapulting the firm to the top of Europe's stock market. But a hiring spree that nearly doubled its headcount over five years has now backfired. The layoffs — around 11.5% of the total workforce — take Novo's headcount back to early 2024 levels, said Redburn Atlantic analyst Simon Baker. Investors in July wiped some $70 billion off the drugmaker's market value after Novo warned on profits and named company veteran Mike Doustdar as its new CEO. Shares have fallen nearly 46% since the start of the year, bringing its market capitalization to around $181 billion — well below its peak of approximately $650 billion last year. Bank of America analysts said they now expect Novo to issue a fourth profit warning when it reports third-quarter results in November, doubting the company can meet the top end of its sales guidance. Shares in Novo Nordisk were up 2.1% at 1315 GMT, having initially fallen 3%. Novo is slimming down while also trying to boost output to meet rising demand for its products and readying the pill version of Wegovy as well as exploring the additional health benefits of its GLP-1 portfolio. "This is the new CEO's first major move to simplify Novo's structure and redirect resources toward growth in diabetes and obesity," said Michael Novod, head of equity research for Denmark at Nordea Bank. Novo Nordisk, which employs 78,400 globally, has faced challenges as sales of Wegovy and diabetes treatment Ozempic begin to lose momentum, particularly in the United States. Eli Lilly's Zepbound overtook Wegovy in weekly prescriptions in the U.S. earlier this year, although Wegovy prescriptions began to increase at a faster pace over the summer, narrowing Lilly's lead in the critical market. CEO Doustdar said the overhaul delivers on the priorities he outlined when he assumed leadership last month: sharpening focus on diabetes and obesity, strengthening commercial execution, and redirecting resources toward growth areas. The company now expects operating profit growth for 2025 to be between 4% and 10%, down from the 19%-27% range it forecast at the beginning of the year. In a call with Danish media, Doustdar said the company will reinvest the savings into its drug pipeline and obesity launches in new markets, pointing to rising costs tied to a commercial strategy that now includes selling its drugs via consumer platforms such as telehealth in order to be competitive. "We need to have the best-in-class launches, especially as competition is increasing," he said. "We want to make sure we don't have to spare a dime." The company declined to specify which business units would be impacted. Markus Manns, a portfolio manager at Union Investment and longtime Novo shareholder, said some of the costs included in the company's restructuring plans announced on Wednesday stem from early-stage pipeline write-downs. The layoffs, which will affect 5,000 workers in Denmark, follow a global hiring freeze announced last month for non-essential roles. Novo Nordisk expects to save 1 billion crowns in the fourth quarter and reaffirmed its commitment to reinvesting those savings into research and development, manufacturing expansion, and improving global patient access.

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9/10/2025

Activist Investor David Webb Urges Bauhaus to Drop Home Buying Plan for Staff Use

The Standard (Hong Kong) (09/10/25)

Hong Kong activist investor David Webb has urged Bauhaus International (0483) to abandon plans to purchase an HK$8.32 million residential flat for staff use, arguing that the move misuses company funds and undermines shareholder value. In an open letter to the board, Webb — who owns more than 8% of Bauhaus and is the second-largest shareholder after chairwoman Winnie Tong She-man with a 58.9% stake — said the company should cancel the purchase even if it means forfeiting the HK$250,000 deposit already paid. The transaction is due to be formalized on September 19. Webb noted that Bauhaus held HK$97.1 million in net cash at the end of March, equal to 55% of its net tangible assets, but has not paid a dividend since September 2022 despite posting a HK$11.7 million profit in the year ended March. “The company does not need to retain that much cash for the business,” the letter said, contrasting current policy with that of former chairman George Wong Yui-lam, who delivered value for all shareholders by selling off office and warehouse premises. Webb also questioned the board’s explanation that the flat would improve staff benefits, arguing that a rental allowance would be more effective. The letter further criticized the company for not disclosing same-store sales figures for the June quarter, calling the omission a setback for transparency.

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