5/27/2026

Dulux Owner AkzoNobel Rejects €13 Billion Attempt to Gatecrash Merger

Financial Times (05/27/26) Kirchfeld, Aaron

Dulux owner AkzoNobel (AKZA.AS) has rejected a near €13 billion counter-offer from Japan’s Nippon Paint (TYO: 4612) and U.S. group Sherwin-Williams (NYSE: SHW), as the co-bidders attempt to muscle in on an agreed merger between the Dutch group and Axalta (NYSE: AXTA). Akzo and Axalta, the New York-listed paint and chemicals group, had announced an all-share merger that would create a group with an enterprise value of $25 billion last November, reviving a deal that had been mooted nearly a decade ago. Akzo said the rival offer of €73 a share, which would result in the group being broken up, undervalued the company and that it would forge ahead with the agreed deal. Shares in Akzo rose 16% in early trading on Wednesday, following the company’s announcement that its board had unanimously rejected the new takeover offer. The joint all-cash counter-proposal represents a 39% premium to Akzo’s share price at €52.50 on Tuesday. The counter-offer was made on April 29 and was rejected by the Dutch company on May 1. Under the counter-offer, Nippon would acquire Akzo’s decorative paints and industrial coatings businesses, while Sherwin-Williams would buy the remaining units including automotive and speciality coatings. The Amsterdam-listed group said the offer “did not come close to adequately reflecting the value of AkzoNobel and its long-term prospects,” and provided “insufficient deal certainty” around regulatory approval and plans to break up the company. Akzo and Axalta previously said their agreed all-stock merger would unite their “complementary portfolios of highly regarded brands." The combined group will have a single listing in New York but maintain dual headquarters in Amsterdam and Philadelphia. It would have annual revenues of about $17 billion, making it one of the largest operators in the coatings market. The merger is expected to generate savings of about $600 million within three years. In that deal, Akzo’s Chief Executive Greg Poux-Guillaume would lead the combined company, with Axalta’s Chris Villavarayan as his deputy. Akzo shareholders would own 55% of the combined company, with Axalta investors taking the rest. As part of the deal, Akzo would pay a cash dividend of about €2.5 billion to its shareholders. Akzo announced the Axalta deal after a turnaround to help boost sales, cutting jobs and disposing of non-core assets amid pressure from Cevian, which has become the Dutch group’s largest shareholder with a 10% stake. Cevian did not comment on the rejected bid but noted that one of its partners, Robert Schuchna, had been part of the board vote against the counter-offer.

Read the article

5/27/2026

Lululemon Ends Proxy Battle With Founder Chip Wilson

Reuters (05/27/26) Herbst-Bayliss, Svea

Lululemon Athletica (LULU.O) has ended its boardroom battle with founder Chip Wilson, agreeing to give him two board picks in exchange for his pledge to stay quiet for 18 months as a new CEO prepares to steer the athleisure brand. The agreement confirms the story Reuters first reported on Tuesday. Shares in Lululemon rose 3.5% in premarket trading. The company said on Wednesday that Marc Maurer, a former co-CEO of sneaker maker On Holding (NYSE: ONON), and Laura Gentile, a former chief marketing officer of ESPN - both executives suggested by Wilson - will join the board after the annual meeting scheduled for June 25. A third director, who will be mutually selected by both sides and has product and brand expertise, will be appointed by October 1, the company said. In return Wilson, who owns 8.7% of the company best known for its stretchy yoga pants, agreed to a contractual clause that caps his stake while he also agreed to stop disparaging the company for about 18 months, Lululemon said. The two sides also agreed to a novel expense reimbursement, saying that a donation will be made supporting athletics, art, and landscaping at Kitsilano Beach in Vancouver, where Lululemon was founded. "We are pleased to reach this agreement with Chip Wilson, which allows Lululemon to focus on continuing to strengthen its performance," said Marti Morfitt, Lululemon's executive board chair. The deal ends one of the year's most prominent proxy fights that took shape late last year when Wilson nominated three directors. For months, Wilson - who founded Lululemon in 1998 - criticized the company, accusing it of having lost its "cool" factor and raising concerns about management. The company in turn said Wilson, who left Lululemon's board in 2015, had "outdated perspectives" about how to position the company at a time its North American sales had fallen and the stock price has tumbled more than 60% in the last 12 months amid competition from rivals Alo and Vuori. But it has also been laying the groundwork for a new chapter by appointing Heidi O'Neill, a former Nike (NYSE: NKE) executive, as CEO and two new directors this year. O'Neill begins work in September when her non-compete agreement with Nike ends. The company said Alfredo Porretti & Co and JPMorgan Chase (NYSE: JPM) provided financial advice while Sidley Austin provided legal advice and Joele Frank served as strategic communications adviser.

Read the article

5/26/2026

Ancora Holdings Group Pushes H.B. Fuller to Drop Bid for UK’s AMS

Bloomberg (05/26/26) Sun, Mengqi

Ancora Holdings Group is pushing U.S. adhesives maker H.B. Fuller Co. (NYSE: FUL) to abandon a proposed takeover of UK-based Advanced Medical Solutions Group Plc. (LON: AMS). Ancora, which has taken a stake of more than 2% in H.B. Fuller, is urging the company’s leadership to instead run a full review of strategic alternatives, including a sale of the company or parts of it, according to a letter to H.B. Fuller’s board Tuesday that confirmed a Bloomberg News report. “The prospective acquisition of AMS represents an extremely risky, quasi-transformational international acquisition that is completely out of management’s depth,” Ancora Chairman and Chief Executive Officer Fred DiSanto and Ancora Alternatives President James Chadwick said in the letter dated May 23. A representative for H.B. Fuller couldn’t be reached for comment. A spokesperson for AMS didn’t immediately provide comment. H.B. Fuller has submitted a proposal to buy the maker of tissue-healing medical products for more than £600 million ($809 million), Bloomberg News reported Thursday. The proposal, which values AMS at more than 280 pence a share, is the US company’s latest effort to push into healthcare. H.B. Fuller, a specialty chemical company based in St. Paul, Minnesota, disclosed in a prior regulatory filing that it had made an all-cash offer to AMS on April 30 and is in discussions and a due diligence process. Shares in AMS fell 5.97% to 212.5 pence at 4:54 p.m. in London on Tuesday, giving the company a market value of £580.1 million ($780.1 million). H.B. Fuller fell 0.9% to $58.72 at 11:59 a.m. in New York for a market capitalization of $3.1 billion. In its letter, Ancora questions the affordability, rationale and timing of acquiring AMS. H.B. Fuller’s management said in its most recent earnings call and in one-on-one conversations with Ancora that it would avoid mergers and acquisitions, according to the letter. Ancora contends that buying any business would lower any acquirer’s interest in H.B. Fuller itself, which Ancora said is strong. “We – and presumably many other shareholders – feel completely misled,” DiSanto and Chadwick said in the letter. The “bizarre” AMS deal would increase H.B. Fuller’s leverage ratio and depress its share price, Ancora argues. Ancora said that it will launch a proxy fight at next year’s annual meeting if needed. “As Ancora has repeatedly demonstrated in its engagements over the years, we will fix poor leadership from the inside — or from the outside — once committed to an investment,” DiSanto and Chadwick wrote. “You are welcome to draw us into a fight, but it is hard to remember the last time that worked out well for a corporate leadership team.” Ancora also disclosed in the letter that it had been engaging with H.B. Fuller's management over the course of the spring and has another meeting scheduled for June 10. Ancora has had a run of successes in the past year. In December, Ancora said it was pushing Americold Realty Trust Inc. (NYSE: COLD), a real estate investment trust focused on the cold-storage industry, to explore strategic options. This month, Americold announced a joint-venture deal with private equity firm EQT AB, delivering a share gain of about 40% since Ancora's announcement five months ago. In February, Ancora launched a campaign urging the board of Warner Bros. Discovery Inc. (NASDAQ: WBD) to reject a deal with Netflix Inc. (NASDAQ: NFLX) in favor of a bid with Paramount Skydance Corp. (NASDAQ: PSKY), after amassing a stake in the studio worth about $200 million. While other factors were also in play, Netflix dropped its bid later in the month, leaving Paramount the winner.

Read the article

5/25/2026

Kaname Capital Seeks Removal of Japan Drugstore Cawachi’s Chief

Bloomberg (05/25/26) Taniguchi, Takako

Kaname Capital has proposed to Cawachi Ltd. (TYO: 2664) that the Japanese drugstore chain remove President Shinji Kawachi and another executive from its board of directors. The founding family of Cawachi and an affiliated foundation hold more than 40% of the company’s shares, resulting in minority stockholders’ interests being taken lightly, said Nao Makino, a partner at Boston-based Kaname Capital, which holds Cawachi shares. The pharmacy chain, based in Tochigi prefecture northeast of Tokyo, needs to consider new management steps as competition intensifies in Japan’s drugstore industry, he said. Makino confirmed that the fund submitted shareholder proposals. “The time has come for the company to seriously consider ways to survive,” Makino said by phone. “It can also think about integrating its operations with another company, if the new management opts for that.” He added that if the founding family wants to continue to control the firm, it should consider going private because staying listed is “meaningless.” Cawachi shares jumped as much as 5.9% in afternoon trading to ¥3,305 after the Bloomberg story ran. Makino said that based on Kaname's calculations, if Cawachi carries out reforms such as gaining independence from the Kawachi family and improving operations, the stock price could reach ¥12,500 in three years, based on Kaname forecasts that book value per share would rise to ¥7,200. Kaname’s proposals are the latest sign that investors have become more aggressive in pushing for changes from Japanese companies’ management, including calling for executives to step down. Ahead of Japan’s peak season for annual shareholder meetings in late June, activists have already submitted 104 proposals to Japanese companies this year as of May 22, 25% more than a year earlier, when such investors ended up presenting a record 176 proposals, according to Bloomberg Intelligence data. The fund also called on Cawachi to reduce the term in office for board directors to one year from two years to make the management more accountable to shareholders, according to proposals submitted to the company. Those are slated to be voted on at Cawachi’s annual general meeting scheduled for June 11. Cawachi has stated its opposition to both proposals. Company representatives weren’t immediately available to comment further. Kaname Capital said its stake in Cawachi is under 4% and it’s held the shares for less than two years.

Read the article

5/23/2026

Uber Proposes Delivery Hero Takeover at €10 Billion Valuation

Bloomberg (05/23/26) Cullen, Angela; Lung, Natalie; Lee, Vincent

Uber Technologies Inc. (NYSE: UBER) has offered to take over Delivery Hero SE (OTCMKTS: DELHY) in a deal that would value the German delivery company at about €10 billion ($11.6 billion) as it seeks to ramp up competition with DoorDash Inc. (NASDAQ: DASH) outside the United States. Delivery Hero received an approach from Uber for €33 per share, and “remains fully focused on executing its strategic review process,” the Berlin-based company said in a statement on Saturday. That price is three cents higher than Delivery Hero’s closing share price on Thursday, the day before Bloomberg News first reported the talks. Uber, which owns 20% of Delivery Hero, would be on the hook for about €8 billion under those terms. The U.S. company also has options for another 5.6% of shares, it disclosed on Monday. Delivery Hero has been conducting a strategic review of its assets following pressure from shareholders. The food delivery business is consolidating globally, driven by slowing growth and heavy competition, and a number of Delivery Hero’s peers in Europe have been engaged. DoorDash, a dominant player in the restaurant delivery market in the United States, agreed to buy the UK’s Deliveroo Plc last year. Months earlier, Prosus (PRX.AS) announced plans to buy Just Eat Takeaway.com NV in the Netherlands. The Financial Times reported earlier on Saturday that Uber’s offer was rebuffed, with some investors seeking an offer exceeding €40 per share. Delivery Hero shares rose 1.9% to close at €33.59 on Friday. The stock has gained 48% this year, fueled in part by speculation of asset disposals and a takeover attempt by Uber. The absence of a premium may pose an opportunity for rival bids. DoorDash has expressed interest in Delivery Hero’s Middle East business, known as Talabat, but has yet to put in an offer, according to a person familiar with the matter. The FT had also reported on DoorDash’s interest previously. Any bidder will have to contend with the handful of shareholders that control a large percentage of Delivery Hero. Investment company Prosus NV holds almost 17%. Aspex Management, the investors that succeeded in ousting co-founder Niklas Öestberg and have lobbied for more asset sales, own more than 14%. Uber has been speaking to other Delivery Hero investors about its interest in a deal, and is working with advisers to study ways to increase its holding further, people familiar with the matter said. Morgan Stanley (NYSE: MS) has helped the ride-hailing company to rapidly build its stake using derivatives, people familiar told Bloomberg. The company may need antitrust approval before crossing certain ownership thresholds, one of the people told Bloomberg. Deliberations are ongoing and there’s no certainty they will lead to a deal, they said. Delivery Hero could fetch between $15 billion and $18 billion in a deal with Uber, Bloomberg Intelligence analysts Mandeep Singh and Robert Biggar wrote in a note published on Friday, before Uber’s indicative offer was public. They said such a takeover would sharply expand Uber’s footprint in emerging markets, strengthening the U.S. company’s global position.

Read the article

5/21/2026

Activist Pressure in Korea Rises as Value Gaps Spur CEO Shake-Ups

Chosun Biz (South Korea) (05/21/26) Ki-young, Song

Recently, activism has quickly become routine in Korea's capital markets. Amendments to the Commercial Act and the value-up policy are strengthening shareholder rights and board responsibility, heightening market oversight of corporate management. In practice, global activist funds continue to press domestic listed corporations for larger dividends, share cancellations, and business restructurings, and in some corporations the push has expanded to board overhauls and management changes. Behind this change is a structural shift in investor expectations. Boston Consulting Group (BCG)'s Investor Perspectives Series shows that investors are demanding both short-term performance and growth investment with active capital allocation. Activism is less a particular investor's strategy than a result reflecting elevated market expectations. Even so, many management teams perceive it as external pressure. But the essence of activism is not strategy; it is a gap in value. According to global activist campaigns analyzed by BCG's ValueScience® Center in Dec. last year, about 48% of all campaigns concentrate on the so-called "undervalued zone," where total shareholder return (TSR) and valuation are both low. If this gap is left unattended, risk becomes reality. The likelihood of replacing the chief executive officer (CEO) rises by about 24%, and many corporations experience a relative TSR decline within a year after activist involvement. The problem is that value damage does not surface like a crisis. Corporate value weakens gradually through the management team's repeated decisions rather than collapsing abruptly. Conservative guidance, for example, may be stable in the short term but acts as a signal that lowers long-term growth expectations. BCG's recently released "The CEO's Value Test: Think Like an Activist, Deliver Like a Leader" shows that investor expectations have already shifted. More than half of investors demand both performance delivery and growth investment, and 36% prioritize growth over short-term results. In contrast, the share that focuses only on short-term performance remains in the 10% range. If corporations cannot clearly explain their value-creation story, the market will interpret it for them, and perceptions formed in this process do not change easily. A structure in which strategy, finance, and investor communications are siloed also widens this gap. What is needed in this environment is not defense but a shift in perspective. BCG emphasizes that CEOs should think like activist investors. The key is to structurally understand the elements that make up corporate value. They must be able to explain how sales growth, profitability, valuation, and capital allocation connect to corporate value, and the entire management team needs to be aligned under a single value-creation agenda. Understanding investors is also important. Investors assess short-term returns and long-term growth by different criteria, and accordingly, a corporation's strategic messages may differ. Performance management systems likewise need to be redesigned so that KPIs and incentives are directly connected to corporate value. The most effective way to fend off activism is not to build a separate defensive strategy. Rather, it is important for management to prove corporate value before an activist investor raises issues. According to BCG's analysis, the direction of success or failure in activist campaigns is set within the first 90 days. In this process, market reaction diverges significantly depending on whether the corporation demonstrates clear strategy and execution. Ultimately, in an activist phase, speed and clarity serve as the key variables. This trend offers important implications for Korean corporations. Although many currently have strategies, they still show limits in explaining them in a way the market can understand. Investor communications are limited, and performance management systems often remain focused on internal efficiency. As a result, a gap arises between intrinsic value and market assessment, which leads to a long-term valuation discount. Much of the "K-discount," critics note, stems from this structure. Activism is no longer an avoidable event. As market structures change, it is becoming a managerial environment that corporations must face continuously. In the end, the choice left to management is clear: be dragged by market demands, or get ahead by defining and proving value on their own.

Read the article