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3/2/2026

Toyota Bows to Activist Pressure in $38 Billion Deal

Financial Times (03/02/26) Keohane, David; Dempsey, Harry

Toyota (7203.T) has raised its offer to privatize its largest subsidiary, bowing to pressure from investors who had pushed for a higher price on a $38 billion deal that will reshape Japan’s biggest business empire. Elliott Management had engaged the carmaker over its attempt to take Toyota Industries (6201.T) private, accusing the company of underpaying and convincing shareholders not to tender. On Monday, as the tender deadline approached, Toyota said in a regulatory filing it was willing to increase the amount it would pay by 9.6%, valuing the subsidiary at ¥5.9 trillion ($37.8 billion). The regulatory filing said Toyota Fudosan, the affiliate leading the take-private, had determined that “obtaining the support of a greater number of shareholders is important for the completion of the tender offer” and that it had entered into an agreement with Elliott to buy all of the fund’s shares. The plans are contingent on Toyota Fudosan securing commitment letters from Japanese lenders to fund a higher bid. Elliott on Monday said the new price represented “an improved outcome for minority shareholders." Toyota unveiled its bid to take Toyota Industries, a key parts supplier and forklift maker, private last June at an offer price of ¥16,300 a share. The buyout was viewed as key to unwinding one of the group’s biggest crossholdings, an out-of-favor ownership model in which companies own shares in each other and that has been the target of corporate governance reform efforts. But it also attracted criticism from investors and corporate governance experts for its low offer and opaque valuation methods. After Elliott revealed a stake in Toyota Industries, the conglomerate in January raised its offer to ¥18,800 a share, later saying it was its “best possible price." Toyota raising its offer for a second time — to ¥20,600 a share — represents a significant victory for Elliott, which has waged a public and aggressive campaign to stop other shareholders agreeing to the deal. The carmaker was forced to extend a tender deadline last month after failing to win enough support. The U.S.-based fund had steadily increased its stake in Toyota Industries and owned 7.7%, according to Monday’s regulatory filing. That gives Elliott a roughly $3 billion position, based on current market prices. In its attempt to pressure Toyota, Elliott released a standalone plan for Toyota Industries — a nearly century-old company from which the carmaker was spun out — claiming it could boost longer-term value to more than ¥40,000 a share. The move went further than Elliott’s previous campaigns against SoftBank (9984.T), Toshiba, and Tokyo Gas (9531.T). The share price of Toyota Industries, the world’s largest forklift manufacturer, has stayed consistently above the offer level, leaving shareholders with little incentive to tender. Elliott and other investors had also made offers to individual shareholders for their stakes at levels above the offer price. Other investors and deal advisers in Tokyo said a victory for Elliott would embolden other campaigns and force companies to think harder about the prices they offer for subsidiaries in similar deals. Shareholders of Toyota Industries will now have until March 16 to decide whether to tender their shares.

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3/2/2026

Norwegian Cruise Line Forecasts Weak Annual Profit on Subdued Demand

Reuters (03/02/26) Kanatt, Neil J.

Norwegian Cruise Line Holdings (NCLH.N) forecast annual profit below Wall Street expectations on Monday as demand for the cruise operator's higher-priced voyages was pressured by economic uncertainty. Shares of the company, as well as peers Carnival Corp (CCL.N) and Royal Caribbean (RCL.N), were down about 7% each in premarket trading, tracking a slump in the broader market due to the escalating conflict between the United States, Israel, and Iran. Norwegian Cruise is facing a slowdown in new bookings as budget-conscious customers avoid splurging on expensive cruise vacations amid persistent inflation and tariff-driven uncertainty in the United States. The company said it entered 2026 against a pressured backdrop, with "certain execution missteps" hurting bookings. "Our priority is to act urgently to address these gaps by improving coordination, reinforcing accountability, and strengthening financial discipline across the organization," new CEO John Chidsey said. Earlier this month, Elliott Management said it has built a more than 10% stake in the cruise operator. The investor is pushing for a new business plan that delivers on available revenue opportunities at Norwegian to drive the share price, while criticizing the appointment of the company's management over the last decade, including that of CEO Chidsey last month. Increased fuel costs amid escalating global tensions, including in the Middle East, and expenses related to drydocks, ship deliveries, and maintenance are also weighing on the cruise operator's margins. The cruise operator now expects adjusted profit of $2.38 per share for fiscal 2026, compared with analysts' expectation of $2.55 per share, according to data compiled by LSEG. Norwegian reported fourth-quarter revenue of $2.24 billion, compared with analysts' expectations of $2.35 billion.

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3/1/2026

Sabre Corporation Adopts Limited-Duration Shareholder Rights Plan

PRNewswire (03/01/26)

Sabre Corporation (NASDAQ: SABR) announced that its Board of Directors has approved the adoption of a limited-duration shareholder rights plan to protect the interests of Sabre and its shareholders. The plan is effective immediately and expires in one year. It was adopted in response to the substantial accumulation of shares of Sabre's common stock by Constellation Software Inc. (TSX: CSU). In deciding to adopt the Rights Plan, the Board considered, among other things, that: Between April 2025 and November 2025, Constellation accumulated a 9.7% economic position in Sabre, comprising 4.7% beneficial ownership of common stock and a further 5% via derivative instruments, and privately informed Sabre of its ownership stake for the first time in early January 2026; Constellation is a serial acquirer of software companies that build verticals, and one of its operating groups, Vela Software, has in recent years acquired several travel technology companies; In connection with its outreach in early January 2026, Constellation requested a board seat for two of its executives, and during the course of discussions with the Company, delivered a nomination notice under the Company's bylaws on January 23, 2026; Constellation previously suggested to Sabre its desire that its investment in Sabre be similar to its investment in Asseco Poland S.A. (OTCMKTS: ASOZF), where it currently holds a 24.8% position; Sabre engaged in constructive discussions with Constellation and began negotiating a strategic governance agreement to appoint the CEO of Constellation's Vela Software division to the Board and enable continued collaboration between the two parties with the goal of driving long-term growth and value creation; On February 26, 2026, despite the parties nearing the finish line on the agreement, Constellation abruptly and without explanation broke off several weeks of constructive negotiations and stated that its intentions "would appear clear with the benefit of time;" Sabre made multiple attempts to reengage Constellation on February 26 and February 27, 2026, that remain unanswered, and on February 28, 2026, Constellation withdrew the formal nomination of its second candidate (not the candidate who the parties had been contemplating would join the Board in connection with the proposed strategic governance agreement) without providing any explanation or otherwise responding to Sabre's requests to reengage; and during the week of February 23 through February 27, 2026, the Company observed unusually high trading volume in its stock. The Rights Plan was not adopted in response to any proposal from Constellation or another party to acquire control of the Sabre and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interest of the shareholders. Subject to understanding the basis for Constellation's changed posture, Sabre remains open to resuming discussions with Constellation regarding a negotiated agreement on acceptable terms. The Rights Plan is intended to enable all shareholders to realize the long-term value of their investment in Sabre and ensure they receive fair and equal treatment in the event of any proposed takeover. The Rights Plan is also intended to reduce the likelihood that any person or group gains control of the Company through open-market accumulation or other tactics without paying an appropriate control premium or providing the Board sufficient time to make informed decisions that are in the best interests of Sabre and its shareholders.

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2/27/2026

Doosan to Burn 3.12 Trillion Won in Shares

The Chosun Daily (South Korea) (02/27/26) Jaehyun, Cho

Doosan (KRX: 000150) announced that it will effectively burn all of its treasury shares within this year. The shares to be burned amount to approximately 2.57 million, valued at around 3.12 trillion Korean won based on the closing price on the day (1,215,000 won). Following the passage of the third Commercial Act amendment, which mandates the burning of treasury shares, in the National Assembly the previous day, analysts predict that pressure on companies to return value to shareholders will intensify. Doosan held a board meeting on the day and resolved to burn all remaining treasury shares (2,568,528 shares) except for 632,500 shares reserved for employee compensation within this year. This represents approximately 12.18% of the total issued shares. Burning treasury shares reduces the number of circulating shares, thereby increasing per-share value. Earlier, Doosan had announced plans to burn 990,000 treasury shares over three years from last year to this year, but this decision expands the scale of returns and accelerates the timeline. Once this burn is completed, the ownership stake of the founding family is expected to rise. The stake of Chairman Park Jeong-won, the largest shareholder, and his special interest parties will increase from 41.18% to 46.84%. The reduction in total shares strengthens control alongside the burn. Companies appear to be accelerating their moves following the passage of the third Commercial Act amendment. POSCO Holdings decided to burn 2% of its treasury shares at a board meeting on the 19th, worth 635.1 billion Korean won. This follows its earlier announcement to burn a total of 6% of treasury shares over three years starting in 2024. LG Chem will also present a shareholder proposal from Palliser Capital at its regular shareholders’ meeting next month. Palliser Capital has argued that LG Chem should reduce its stake in LG Energy Solution from 79.4% to 70% to secure cash and purchase and burn treasury shares. It cited the fact that LG Chem’s stock trades at a 74% discount to its net asset value as grounds for shareholder activism. A source from the business community stated, “With the passage of the third Commercial Act amendment, companies are aggressively using dividend increases and share burns, making it likely they will further accelerate shareholder returns in the future.”

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2/27/2026

Elliott Says LSEG Can Do More After £3 Billion Buyback Move

Bloomberg (02/27/26) Short, Meg

Elliott Investment Management, which has built a stake in London Stock Exchange Group Plc (LON: LSEG), said there’s “still an opportunity for further value-enhancing actions” after the bourse operator announced a £3 billion ($4.1 billion) share buyback. Paul Singer’s hedge fund said that’s a “positive first step,” according to a statement on Friday. LSEG’s “encouraging guidance, enhanced financial disclosures and improved communication on its AI strategy” demonstrate the strength of its business, it added. On Thursday, the owner of the FTSE 100 index unveiled plans to buy more of its own stock to reward shareholders over the next 12 months, boosted its dividend and set new guidance for the next two years. The increased buyback falls short of the £5 billion program that Bloomberg News reported Elliott was pushing for earlier this month. “Elliott looks forward to maintaining a constructive dialogue with LSEG as the company works to realize the full potential of its market-leading assets, close the valuation gap to industry peers and generate long-term value,” the investor said in the statement. Shares of LSEG have been buffeted in the recent stock selloff of software businesses seen at risk of disruption from artificial intelligence. Elliott seized on the opportunity and is now pushing for LSEG to show investors how it could benefit from AI. It wants the company to show how its sticky data business would actually see more demand from AI applications while its markets unit is largely immune, people familiar with its thinking told Bloomberg News earlier this month. “We try to listen to all of our shareholders, we can’t always make all of them happy,” LSEG Chief Executive Officer David Schwimmer told Bloomberg Radio in an interview on Thursday.

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2/27/2026

Lululemon Founder Wilson Ramps Up Pressure on Board Amid Proxy Fight

Reuters (02/27/26)

Lululemon Athletica (LULU.O) founder Chip Wilson stepped up his campaign for board and governance changes at the struggling athletic apparel maker on Friday, including replacing more than three directors. The move heightened tensions between the Canadian yoga wear maker and its founder, who has increasingly criticized the board's strategic direction, its handling of CEO succession and what he describes as a lack of creative and marketing expertise at the top. Wilson had launched a proxy fight at the end of last year by nominating three independent directors — Marc Maurer, Laura Gentile and Eric Hirshberg — to the company's board, and called for annual board elections. "While we have proposed changing three directors, our strong feeling is that more than three directors should be replaced," Wilson said in a letter to shareholders. Following director nominations in December, Wilson said the board engaged with them only earlier this week, and that its response was "weak and insufficient." "I have pursued private, constructive dialogues with the Lululemon board of directors for the past few months. My attempts toward a sensible solution have not been reciprocated," he said on Friday. Wilson, one of the biggest independent shareholders of Lululemon with a 4.27% stake, also said the board rejected his proposal to create a committee focused on brand, product and creative oversight. Lululemon did not immediately respond to a Reuters request for comment. Wilson's campaign comes as the company's shares have lost nearly half of their value over the past 12 months, with the brand struggling to retain younger and affluent shoppers amid intense competition from fast-growing rivals such as Alo Yoga and Vuori. Lululemon is also operating without a permanent CEO after Calvin McDonald's departure in December, and is facing pressure from Elliott Investment Management, which has built a stake of more than $1 billion in the retailer.

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2/27/2026

Blackstone Reportedly in Talks on Competing Bid for MarineMax

Tampa Bay Business Journal (02/27/26) Georgacopoulos, Christina

Several prominent investment firms have emerged as interested bidders in a takeover of MarineMax (NYSE: HZO) following a $1.1 billion offer made by an investor in January. Private equity giants Blackstone Inc. (NYSE: BX), Centerbridge Partners, and TPG Inc. (NASDAQ: TPG) are reportedly in talks with the Oldsmar boat and yacht retailer to make competing proposals, according to Reuters. Island Capital Group, an investment firm linked to the founder of a global marina operator MarineMax purchased in 2022, and recreational vehicle retailer Blue Compass have also reportedly indicated interest in a buyout. MarineMax’s board of directors has distributed confidentiality agreements to the firms and allowed access to certain documents and information for due diligence on a potential bid, according to Reuters. Wells Fargo investment bankers have represented MarineMax in due diligence for the $1.1 billion unsolicited offer made by Los Angeles hedge fund manager Donerail Group, according to the firm. However, Donerail claims the board of directors has refused to meaningfully engage in deal talks and seriously entertain a transaction. The firm has publicly amped up pressure on the company ahead of its annual shareholder meeting next month and pressed for the removal of MarineMax CEO Brett McGill from the board of directors. Another MarineMax shareholder, Levin Capital Strategies, voiced support for Donerail’s proposal last week and urged the board to run a formal process to bring other interested buyers to the table for a potentially higher and better bid. In a statement on Tuesday, MarineMax’s board disputed the claims that it has not taken action on Donerail’s bid and said three calls have been held with the firm to move forward with customary due diligence. MarineMax previously received a buyout offer from Georgia-based rival OneWater Marine (NASDAQ: ONEW) in late 2024, but negotiations fell apart after months of private discussion for unknown reasons. MarineMax is one of the largest public companies in Tampa Bay, with $2.3 billion in revenue last year, and 70 dealership locations and 65 marine and storage facilities globally.

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2/26/2026

Toyota Plans Around $19 Billion Share Sale by Financial Institutions, Sources Say

Reuters (02/26/26) Uranaka, Miho; Shiraki, Maki

Toyota (7203.T) plans a large-scale unwinding of strategic shareholdings that would involve banks and insurance firms selling around $19 billion of its shares, two sources said, in what would mark a watershed moment in Japan's corporate governance reform. The sale will likely total around 3 trillion yen ($19 billion) but could be larger depending on the willingness of shareholders to sell, the sources said. Toyota aims for the sale to happen as early as this year, although the timing and scale could change depending on shareholders - or the plan could be abandoned, one of the sources said. Toyota aims to acquire shares through buybacks, the sources said. A secondary sale to other investors has also emerged as an option, one of the sources said. The move by the world's largest automaker would be evidence of the scale of Japan's on-going corporate governance reform. Regulators and the Tokyo Stock Exchange have been encouraging Japanese companies to unwind their cross-shareholdings. The practice, which involves firms holding shares in each other to cement business ties, has long been criticized by governance experts and overseas investors as insulating management from shareholders. Although widespread in Japan for decades, it has been less common in the West. While Toyota has a policy to cut its cross-shareholdings, it has also come under fire over governance and has faced calls from investors to improve capital efficiency. Toyota wants to demonstrate its seriousness about governance reform by unwinding the strategic shares, one of the sources said. The automaker is in the midst of a tender offer for forklift maker Toyota Industries (6201.T). Investor Elliott opposes the deal, arguing it is underpriced and lacks transparency. Toyota has extended the tender offer to March 2 due to insufficient shareholder support. Toyota shareholders include banks such as Sumitomo Mitsui Financial Group (8316.T) and Mitsubishi UFJ Financial Group (8306.T) and insurers such as MS&AD Insurance Group (8725.T). Japanese banks and insurers have in recent years outlined policies to reduce their cross-shareholdings.

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2/26/2026

LSEG Plans $4.1 Billion Buyback Amid Investor Pressure

Reuters (02/26/26) Shabong, Yadarisa; Conchie, Charlie

London Stock Exchange Group (LSEG.L) said on Thursday it would buy back a further 3 billion pounds ($4.1 billion) of shares over the next 12 months, as the company faces engagement from Elliott Management and battles concerns AI will squeeze its business model. LSEG said its total income grew 7.1% in 2025 on an organic basis, excluding recoveries, in line with the rise expected by analysts in a company-compiled poll. Shares in LSEG rose as much as 4.7% in early London trading. The company expects 2026 total income to grow between 6.5% and 7.5% on an organic constant currency basis, excluding recoveries. Analysts had expected growth of about 6.7% on average, according to a company-compiled poll. LSEG shares had lost around 30% of their value in the past year as of Wednesday as the data and exchanges group finds itself caught up in a swirl of concerns its business along with rivals will be hit hard by the rise of AI. Elliott Management has emerged as a shareholder in recent weeks, upping the pressure on CEO David Schwimmer to improve the group's margins, which lag rivals, and more forcefully communicate its resilience against the threat of AI. Elliott has pressed LSEG for a $5 billion share buyback and a portfolio review, a person familiar with the matter told Reuters previously. LSEG reported 5.9% growth in annual subscription value (ASV), a closely-watched growth metric. The figure marks a slowdown from 6.3% in its results last year. Like many exchange groups, LSEG has pivoted towards provision of data business in the past few years, betting on demand for proprietary financial data as its traditional stock exchange business has suffered from a slowdown in new listings and the departure of some companies to exchanges overseas. Schwimmer has dismissed fears that its data business will be usurped by AI models and argued that LSEG data is proprietary. LSEG has also struck a number of deals with firms including OpenAI and Anthropic that will allow their users to access and interrogate LSEG data. Schwimmer said in a statement on Thursday LSEG was "very well positioned for continued growth."

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