11/19/2025

HMC Capital’s Di Pilla Defends Outlook as Investor Pressure Mounts

Australian Financial Review (11/19/25) Tran, Joanne

A defiant David Di Pilla has defended the strategy of his asset management business HMC Capital (HMC) in response to calls from activist shareholders to sell its renewables assets to free up capital and arrest a share price slump. “While our recent share price performance has been disappointing, I want to assure everyone that despite the short-term sentiment we remain confident in the fundamentals of the business and our strategy,” the veteran dealmaker told the company’s annual general meeting. HMC shares have slumped nearly 70% this year. Listed vehicles linked to HMC have not fared much better: data centers operator DigiCo (DGT) is down 46% and HealthCo Healthcare and Wellness REIT (HCW) is down 38%. Di Pilla defended DigiCo’s performance, saying it had met and exceeded its financial and operational targets. “The rapid adoption of AI and high-performance computing is generating unprecedented global demand for data-center infrastructure,” he said. HMC Capital reaffirmed its pre-tax earnings target of at least 40¢ per share in the 2026 financial year and its 12¢ dividend guidance. However, some shareholders called on Di Pilla to take stronger action to improve performance. K Capital founder and former Rothschild banker David Kingston put it to Di Pilla and the board that selling some of HMC’s renewable energy assets would materially improve market confidence. “If you were able to syndicate the renewables business, even at a loss, I think the market would re-rate you. If you’re able to sell down a joint venture [in] some of the data centers … the market would give you credit for cold, hard cash,” Kingston said at the meeting. In August, HMC said it planned to raise $1 billion for its energy transition fund — about half the amount it had previously flagged. During the same month it also completed the $950 million acquisition of a portfolio of wind, storage and solar projects in Victoria from Brookfield. Kingston also urged the board to consider structural changes, including reducing its private equity exposure to free up capital, or merging HMC’s private credit arm with another debt group. In response, Di Pilla acknowledged that the share price wasn’t where he wanted it to be, but he would not be rushed into knee-jerk decisions. “I have people who come through the door who want me to make decisions on the short term, quarter-on-quarter. I’m not going to do that.” Kingston also said the company was spending heavily while the share price continued to languish. “The company is still spending a huge amount of money over and above its EPS on external outgoing cash flow.” Charlie Kingston from Samuel Terry Asset Management, who is David’s son, also questioned Di Pilla about HMC’s renewable energy business. Di Pilla said the portfolio had strong development potential and offered long-term value, adding that energy infrastructure played an important role in supporting growth in artificial intelligence technology and data centers. Hedge funds have significantly increased their bets against HMC’s listed vehicles. DigiCo has not traded above its issue price since listing on the ASX in December, and sentiment around HealthCo has been dented by the collapse of private hospital operator Healthscope, one of the REIT’s major tenants. Di Pilla defended the company’s approach, saying that the broader health care property market remained challenging. “You’ve got a very uneven playing field out there,” he said, noting advantages for not-for-profit operators such as payroll tax concessions and salary packaging. “We’re confident in the assets that we hold, and we’re confident in the carrying values.” DigiCo was “delivering everything it said it would … let’s not always just go down the path of suggesting that markets, listed markets, always necessarily get it right.” HMC Capital shares gained 4¢ to $2.99 on Tuesday.

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11/19/2025

Browning West Urges Contact Lens Maker Cooper Cos to Refresh Board or Face Proxy Fight

Reuters (11/19/25) Herbst-Bayliss, Svea

Investor Browning West wants Cooper Companies Inc. (COO) to add four newcomers to its board to improve the medical device maker's operations and signaled it is ready to run a proxy contest if the company should balk, according to a letter sent to the company. After several meetings with management this year, the hedge fund is increasing pressure by proposing three industry executives and one of its partners to join Cooper's board to correct the current board's perceived lack of expertise in vision care, manufacturing, and medical devices, two sources told Reuters before Browning West made the letter public on Wednesday morning. "Urgent change at the board level is required to refocus and optimize Cooper’s business, restore shareholder confidence, and help Cooper realize its significant long-term potential," Browning West's co-founders Usman Nabi and Peter Lee and firm partner Faraz Athar wrote in the letter to the board. By implementing their changes, Browning West — which owns roughly 4% of Cooper — believes the contact lens maker, which is trading around $72 per share to give a market value of around $14 billion, could double its stock price in three to four years, the letter said. The stock has traded roughly 28% lower in the last 12 months. Browning West's letter blames this decline on Cooper's lack of strategic focus, misaligned compensation, and inadequate board oversight. Cooper makes contact lenses and vision-care products through its CooperVision segment and provides products and services for women's health and fertility through CooperSurgical. It is the largest contact lens business by number of wearers. Browning West is the second activist investor to publicly engage Cooper for changes in the last four weeks. Jana Partners is urging Cooper to conduct a comprehensive strategic review, which could include a sale, improve capital allocation, and make operational improvements. Browning West is taking a different approach, hoping to instigate change from internal modifications. While advocating an initially measured approach, Browning West also made clear in its letter that it will not tolerate changes being made to the board or management without consultation with it first. Browning West has a history of replacing board members both with and without proxy fights. Last year, it scored a notable victory at Gildan Activewear (GIL), when the Canadian activewear maker replaced its entire board with the firm's eight director candidates. As a first step at Cooper, Browning West wants the addition of industry executives Walter Rosebrough, Joseph Papa, and Andrew Pawson as director candidates. Athar, the Browning West partner, is the fourth director candidate and brings an investor perspective to the boardroom, the letter said. Rosebrough was CEO at medical devices business Steris and Browning West would like him to be the company's next chair and replace Robert Weiss, Cooper's chair and former CEO. Papa is a former CEO of Bausch + Lomb, a former chair and CEO of Bausch Health and a former chair and CEO of Perrigo. And Pawson was president and general manager of the Global Vision Care Franchise at Alcon, the world's biggest independent vision-care company. The letter added there is "no strategic or financial logic to operating CooperVision and CooperSurgical under the same corporate structure," hinting that they too would be open to exploring strategic alternatives, including a possible sale.

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11/18/2025

Barrick Announces Management Shakeup as Activist Investor Takes Large Stake

Toronto Globe and Mail (11/18/25) Willis, Andrew; McGee, Niall

Barrick Mining Corp. (ABX) unveiled a slew of management changes late Tuesday aimed at improving its subpar performance and bulking up its operations in North America, not long after markets learned Elliott Investment Management L.P. has amassed a large stake in the struggling Canadian gold miner. Florida-based Elliott has taken a roughly $1-billion stake in Barrick, the country’s second-largest miner, and is pressing its board to improve its share price with steps that include splitting Barrick into two companies, according to a source familiar with the campaign. Under the plan being pushed by Elliott, one of the post-split companies would own Barrick’s lower-risk mines in the Americas and the other would hold higher-risk properties in Africa, the Middle East and Asia. The Financial Times first reported on Elliott’s campaign early Tuesday. Last week, Reuters also reported Barrick’s board is considering splitting up the company. Analysts applauded the concept of restructuring Barrick after years of the miner’s stock price underperforming that of peers. “It has long been our view that management focus could be better utilized focusing on assets that provide the most bang for the buck, both in terms of ounces of production, and favorable jurisdictions that provide the best multiples,” said analyst Anita Soni at CIBC Capital Markets in a report. After the Elliott investment was publicized on Tuesday, Barrick interim chief executive officer Mark Hill sent a memo to staff announcing a restructuring of the company’s core operating divisions. Under the new plan, the giant Pueblo Viejo mine in the Dominican Republic will be moved into Barrick’s North American unit, which already houses its Nevada operations. Pueblo Viejo was previously part of Barrick’s Latin America and Asia Pacific unit. The move to strengthen Barrick’s North American unit is consistent with the company’s stated new strategy to focus on operations with a safer risk profile. Earlier this month, Hill said the miner is shifting its focus to its North America operations. As part of the restructuring, several long-serving Barrick executives have left the company, including Kevin Thomson, senior executive VP, strategic matters, who had been with Barrick since 2014. Also departing are Christine Keener, chief operating officer, North America, and Kevin Annett, chief financial officer, North America. Keener will be replaced by Tim Cribb and Annett will be replaced by Wessel Hamman. George Joannou, who has been with the company since 2002, is assuming the role of chief development officer. Hill in his memo said that the management changes were necessary to address Barrick’s lackluster operational performance and its poor safety record. “Our safety performance has been deeply concerning, and we need to do better,” he said. Three Barrick employees died in industrial accidents this year and 19 people have died on the job at the miner over the past five years. The company’s record is far worse than competitors such as Newmont Corp. and Agnico Eagle Mines Ltd. In September, Barrick chief executive officer Mark Bristow departed suddenly after six years at the helm. During his tenure, the company had disputes with governments over mines in several countries, including Mali and Tanzania. Inside the power struggle at Barrick that led to the ouster of CEO Mark Bristow During Bristow’s time as CEO, Barrick’s share price underperformed domestic peers such as Agnico Eagle, now the country’s largest gold miner, and Kinross Gold Corp. Over the past five years, Agnico and Kinross expanded their reserves through a series of acquisitions, while Bristow avoided takeovers. Elliott has US$76-billion in assets under management and was founded in 1977 by Paul Singer. In early 2022, Elliott led a successful shakeup in the management of Calgary-based Suncor Energy Inc., which had underperformed peers in the oil patch and posted a dismal safety record. After the fund manager stepped in, Suncor refreshed its board and replaced its CEO with former Imperial Oil Ltd. boss Rich Kruger. Later that year, Elliott worked with Toronto-based Kinross on a well-received, US$300-million share buyback. Since that investment, Kinross has been one of the country’s top-performing large capitalization gold stocks. In 2017, Elliott engaged Melbourne-based BHP Group Ltd. (BHP), the world’s largest mining company. The fund manager pushed for the sale of its oil business and consolidation of listings on British and Australian exchanges. BHP subsequently exited the energy business and moved to a primary listing on the Australian Securities Exchange. As part of the reorganization announced on Tuesday, Barrick’s Reko Diq project in Pakistan is being moved out of the Latin America and Asia Pacific unit, and will be run separately.

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11/18/2025

Akzo Nobel to Acquire Axalta in Dutch-U.S. Paint Combination

Bloomberg (11/18/25) Hughes-Morgan, Charlotte; Carnevali, David; Gould, Ryan

Akzo Nobel NV (AKZA) agreed to acquire smaller rival paint maker Axalta Coating Systems Ltd. (AXTA) in a deal that will create a US-listed leader with combined annual sales of almost $17 billion. Under the agreement, which confirmed an earlier report by Bloomberg News, Amsterdam-based Akzo Nobel will own 55% of the combined entity, whose brands range from Dulux to Cromax. After trading for some three decades in Amsterdam, the share listing will move to New York while the companies will maintain headquarters in the Netherlands and Philadelphia. The deal follows several previous efforts to bring the two under the same umbrella, with talks breaking down in 2017 when they failed to agree on terms. It adds to a flurry of activity in the sector, with Carlyle Group Inc. agreeing in October to buy control of BASF SE’s (BAS) coatings business. Tariffs and a slowing economy have been weighing on the coatings industry, with Akzo Nobel last month lowering its earnings outlook because its customers, among them automotive clients directly hit by extra duties, have been spending less. It has been overhauling its strategy to cut costs and boost efficiency, closing some European sites and shedding 2,500 jobs. Akzo Nobel and Axalta framed the deal as a merger of equals. Akzo Nobel investors will get a special cash dividend of €2.5 billion, while each company will contribute four directors to the new board, in addition to three independent members. Current Akzo Nobel Chief Executive Officer Gregoire Poux-Guillaume will lead the combined company, while Axalta Chairman Rakesh Sachdev will lead the board. Ben Noteboom, chairman of Akzo Nobel’s supervisory board, will serve as vice chair. Efforts to consolidate have been under way for years. In 2017, when Akzo Nobel first explored a combination with Axalta, it also fended off a bid from US rival PPG Industries Inc. (PPG). “This is a combination that we’ve looked at multiple times in the past, but this is also a combination that the markets have been asking for for a long time,” Poux-Guillaume said in an interview. “There were further attempts since 2017. Now, from a business perspective, it makes too much sense to ignore.” Tuesday’s agreement will see shareholders receive 0.6539 Akzo Nobel shares for each Axalta common share. The deal reflects an overall estimated enterprise value of about $25 billion. The Dutch company’s stock fell 0.8% in afternoon trading in Amsterdam, after an earlier drop of as much as 4.4%. Axalta was up around 7% in U.S. premarket trading. “Management have their work cut out to convince shareholders that this is the right step for Akzo Nobel,” Bernstein analyst James Hooper said in a note. “Revenue growth expectations need to be addressed.” The new company will in time end trading in Amsterdam to move to the New York Stock Exchange, with a majority of Akzo Nobel shares already held by US investors, according to Poux-Guillaume. The deal combines companies with strengths in business-to-business as well as consumer markets. Axalta, a former division of DuPont de Nemours Inc., makes finishing materials for a variety of industrial uses, including powder coatings used in auto manufacturing. Akzo Nobel owns a number of consumer brands, including Dulux, Cuprinol and Hammerite, along with Polyfilla crack fillers. The business will span more than 160 countries and drive run-rate synergies of about $600 million, 90% of which are expected within the first three years of the close of the transaction, according to a statement. “The macro environment is impacting both companies in the same way and therefore there isn’t anybody that’s gaining an advantage from that macro environment,” said Poux-Guillaume, adding the targeted recurring cost synergies were “really reassuring for shareholders” because “that stuff is mechanical.” This year, Cevian Capital has built a 5% stake in Akzo Nobel, putting its weight behind a strategy change. The activist investor’s involvement in other European companies has often pushed its targets toward mergers and acquisitions. Cevian wasn’t involved in the decision to merge with Axalta, Poux-Guillaume said. Axalta went public in 2014, a year after Carlyle acquired the company from DuPont.

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11/17/2025

Johnson Controls' New CEO Explains Why He Spends 90% of his Time on Road

Milwaukee Business Journal (11/17/25) Kirchen, Rich

Johnson Controls' (JCI) new CEO Joakim Weidemanis spends 90% of his time away from the Glendale corporate offices visiting company and customer sites. Weidemanis said Wednesday his road trips are necessary as he clarifies and implements a new strategy for Johnson Controls. Weidemanis is playing the role of change agent after the retirement of George Oliver, who agreed in summer 2024 to step down as CEO after “constructive dialog” with activist investment firm Elliott Management. The new CEO said he has visited 35 of the company’s “40 or so” factories in 16 countries since joining Johnson Controls eight months ago. The company has thousands of employees across the globe. “I spend less than 10 percent of my time at the headquarters and most of my time with our people on the front lines,” Weidemanis said during the annual Baird Global Industrial Conference in downtown Chicago. “This is a way of working that I’ve learned over my career.” Before joining Johnson Controls, Weidemanis held executive leadership roles over a 13-year career at Danaher Corp. (DHR). “I’m out and about because I have to coach leaders at all levels on how to change the culture of this company,” he said. Weidemanis said he has determined the company lacks a business system, which he said includes a common way of working that allows the company to innovate. Weidemanis said his philosophy is to “speak the truth” to his team in person. “To be able to speak the truth, you have to seek the truth, and it’s not in the headquarters — the truth is out in the field,” he said. “And of course if I do this, I get a chance to assess our leadership talent.” Weidemanis said the company has conducted 50 kaizens since he started and about 700 employees participated. Also 200 or so leaders completed an activation boot camp, he said. He said he’s identified 10 “growth blockers” the company can address and discussed two of them. He said the goal is to improve operations and focus on markets that possess high growth potential to drive improved profits. Weidemanis related examples he previously discussed during the company’s Nov. 5 analyst call where he says the new business system already is delivering measurable progress. He credited collaborating across teams and employing lean tools to increase the amount of time HVAC sales reps in a local market spend engaging with customers. And the manufacturing team for chillers in North America improved on-time delivery by over 95%, he said.

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11/17/2025

South Korea Moves to Tighten Executive Pay Disclosure and Boost Shareholder Rights

The Korea Bizwire (11/17/25) Lee, M. H.

South Korea plans to impose stricter disclosure requirements on listed companies’ executive compensation and expand access to shareholder voting information, in a move aimed at improving market transparency and strengthening investor rights, the Financial Services Commission (FSC) announced Sunday. Under the reform package — titled Measures to Improve Corporate Disclosure for Better Market Access and Shareholder Protection — companies will be required to reveal in far greater detail how they determine executive pay, including clear links to earnings, stock performance and other quantifiable results. The changes come amid longstanding criticism that Korean firms provide only vague justifications such as “considering work performance,” with little explanation of how compensation reflects actual corporate outcomes. Currently, stock-based compensation such as restricted shares is disclosed separately from executive pay, often only by number of shares, without converting the value into cash terms. In addition, many forms of stock compensation do not require disclosure on a per-executive basis, making it difficult for shareholders to grasp the true scale of rewards. The FSC said the revised rules will require companies to publish three-year data on shareholder returns and operating profit alongside compensation disclosures, while also itemizing the rationale for each component of executive pay. Unrealized stock-based awards must be reported in both share counts and cash-equivalent value, and all stock-based compensation — not only stock options — must be disclosed individually for each executive. “This will encourage firms to more closely align executive pay with performance indicators such as earnings or stock prices,” said Choi Chi-yeon, head of the FSC’s Fair Market Division. The reforms also seek to broaden access to shareholder voting information. Companies will be obligated to disclose approval rates for each agenda item at annual general meetings, not only the overall outcome. To ease the congested late-March shareholder-meeting season, the FSC will offer additional incentives for firms that shift their meetings to April. Foreign investors’ access to information will also expand significantly. The requirement for English-language filings — currently limited to KOSPI-listed companies with assets above 10 trillion won — will be extended to firms with assets above 2 trillion won, with the number of disclosure items doubled. Large companies will also need to submit English filings on the same day they file Korean documents. By 2028, all KOSPI-listed companies will be required to provide English disclosures, with similar rules for large KOSDAQ firms under review. The Korea Exchange will bolster translation support and upgrade its English disclosure platform to help companies meet the new standards. The FSC will gather public comments through Dec. 8, finalize the rule revisions after regulatory review, and implement them in the first half of next year.

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