2/5/2026

Barrick to Spin Off North American Gold Assets Through IPO

Bloomberg (02/05/26) Gross, Sybilla

Barrick Mining Corp. (NYSE: B) plans to spin off its top North American gold assets in an initial public offering later this year as part of a strategic reset by the Canadian metals producer. The company said Thursday it will sell a minority stake in the new North American unit and expects the IPO to be completed by late 2026. It also appointed interim boss Mark Hill as chief executive officer. The world’s No. 2 gold producer is pursuing an IPO — which could be worth more than $60 billion — as Barrick seeks to reset following a string of setbacks and a management shakeup. It follows years of declining output and the abrupt departure in September of CEO Mark Bristow, whose term was marred by the seizure of key mine in Mali by the West African nation’s military junta. The turmoil at Barrick means that the company has struggled to fully capture a record-breaking rally in the price of gold. Pressure has also grown after Elliott Investment Management LP bought a sizable stake in Barrick. The company will retain a “significant” majority holding in the new North American business, Barrick said, without providing details of where the unit will be listed. The spinoff will include the miner’s joint-venture interests in Nevada — where it also owns the Fourmile discovery — as well as a mine in the Dominican Republic. Assets in higher-risk jurisdictions such as Africa and Pakistan, will remain with the parent, it added. “Following rigorous analysis, the board has decided to move forward with preparations for an initial public offering of Barrick’s North American gold assets in order to maximize shareholder value,” the company said in the statement. The company’s North American assets could be worth almost $62 billion in value if investors assign the spinoff a premium similar to that of North American rival Agnico Eagle Mines Ltd., according to Bloomberg Intelligence analyst Grant Sporre. Still, breaking up the company could also make the new unit more vulnerable to takeover interest. Bloomberg News reported in October that Newmont Corp. (NYSE: NEM) was examining a potential deal to gain control of Barrick’s prized Nevada assets. It already holds a minority stake in a Nevada joint venture with Barrick. Since being appointed in the wake of Bristow’s exit, Hill has ushered in sweeping changes, including restructuring regional operations and shaking up the senior management team. Barrick has seen successive years of declining output at a time when gold prices have soared, leading to it trade at a lower valuation relative to peers. Barrick’s board — led by John Thornton — has also overseen efforts to woo investors with higher payouts and share buybacks. On Thursday, the company more than doubled its fourth-quarter dividend to $0.42 per share from the previous three months and said it had bought back $500 million of stock in the final quarter of 2025. The miner posted a sixth straight year of declining output, with production falling 17% to 3.26 million ounces — the lowest in at least 25 years. Barrick expects to churn out even lower volumes in 2026, despite taking back control of the Loulo-Gounkoto complex in Mali. The dramatic slump underscores long-running challenges at Barrick that have tested investor patience as the Canadian miner fails to keep pace with a record-breaking rally in bullion. Geopolitical instability at key mines in Africa, Pakistan, and Papua New Guinea have led to significant operational disruptions, weighing on production. “North American output looks set to fall vs. 2025, underscoring ongoing issues at the Nevada Gold Mines JV, the core asset in the planned NewCo, which may limit scope for a valuation premium at listing.”

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2/5/2026

Elliott Raises Toyota Industries Stake in Push to Block Buyout

Bloomberg (02/05/26) Takahashi, Nicholas

Elliott Investment Management has increased its stake in Toyota Industries Corp. (TYIDY) again as the activist investor ramps up efforts to block the Toyota group’s bid to take the company private. The U.S. fund now owns around 7.1% of Toyota Industries, according to a filing on Thursday. Since revealing a 5% stake in November, Elliott has increased its shareholding twice as it rallies investors to push for a better deal. The latest move, disclosed one week before the tender offer closes, may add to the challenges the Toyota group faces in getting a potential squeeze-out over the line. While Elliott’s campaign has already seen Toyota group sweeten its offer to ¥18,800 — valuing Toyota Industries at ¥6.1 trillion ($39 billion) — it’s still unclear how many of its fellow minority shareholders will join them in opposing a deal that’s become a high-profile test of Japanese corporate governance reforms. Toyota Industries shares closed at ¥19,255 on Thursday, and have consistently traded above the group’s offer price. Elliott has previously suggested a standalone plan in which Toyota Industries could achieve a valuation of more than ¥40,000 per share by 2028 by unwinding cross-shareholdings, consolidating, improving capital allocation and implementing governance reforms. The Toyota group’s privatization bid is set to cost it ¥5.4 trillion, which includes ¥4.3 trillion for the Toyota Industries buyout, and needs two-thirds of voting shares for the tender to succeed. So far, owners of 4.1% of Toyota Industries stock have expressed their intent to tender shares at the below-market offer. Should the proposal pass, the company would fall under the control of an unlisted real estate firm called Toyota Fudosan Co. The deal would rank among Japan’s biggest corporate buyouts on record and strengthen the founding family’s grip over the country’s largest business group. That entanglement underpins ongoing governance flaws despite improved disclosures on financial model assumptions, the Asia Corporate Governance Association said in a statement published on Thursday. Toyota’s treatment of group companies as independent minority shareholders also effectively reduces the true threshold for a potential squeeze-out, undermining Japanese guidelines and conduct code protections, it said. The take-private bid “continues to lack meaningful transparency around expected synergies or underlying value creation mathematics,” the ACGA said. “Rather, opaque decision-making and the absence of forward-looking disclosures will concentrate all power within an unlisted parent that escapes public scrutiny and accountability.”

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2/5/2026

Japan's Fuji Media Considers Sale of $3.9 Billion Real Estate Empire After Activist Pressure

Mingtiandi (02/05/26) Caillavet, Christopher

Japanese broadcaster Fuji Media Holdings (4676) announced this week that it would consider the introduction of outside capital into its real estate business, bowing to pressure from shareholders seeking higher returns. Fuji Media’s real estate arm comprises developer Sankei Building, hospitality operator Granvista Hotels & Resorts and nine other subsidiaries, with total assets of JPY 613.1 billion ($3.9 billion), according to a Tuesday filing with the Tokyo Stock Exchange. The tentative plan includes the “possibility of a complete sale of the business,” said the group led by president Kenji Shimizu. U.S.-based Dalton Investments has been pressuring the media giant since early last year to spin off its real estate, unwind cross-shareholdings and reform its corporate governance after a sexual harassment scandal. Nikkei Asia reported last week that Dalton, which holds a 7.51% stake in Fuji Media, planned to submit a proposal pressing the group to buy back stock. On Wednesday of this week, Fuji Media outlined plans to repurchase up to JPY 235 billion ($1.5 billion) in shares, but the Tokyo-based group warned: “It is possible that due to market trends or other reasons, the company may not purchase some or all of these shares.” In its Wednesday statement, Fuji Media said it had struck a deal with entities linked to another investor, Yoshiaki Murakami, to buy back all of their shares, with the move seen as quashing a threatened tender offer that would have boosted their stake to 33.3%. “We will improve capital efficiency by combining growth in media and urban development businesses through the introduction of external capital,” Shimizu told reporters in Tokyo. The Fuji Media saga is taking place amid a wave of investor activism in Japan, with U.S.-based Elliott Management having issued a set of demands to developer Sumitomo Realty (8830) last June in a bid to enhance shareholder value. The firm led by founder and president Paul Singer outlined four key areas of concern — poor shareholder returns, excessive cross-shareholdings, declining capital efficiency and subpar governance — and urged Sumitomo Realty to implement “tangible reforms” like increasing its shareholder payout and setting a credible return target. A plan published in response by the builder in August lacked ambition and urgency, Elliott said in a release. Previously, Elliott had purchased a stake in Tokyo Gas (9531) in 2024. After Elliott urged the city gas provider to boost value by selling some parts of its extensive real estate portfolio, Tokyo Gas last January earmarked assets for sale to fund growth investments. U.S. fund managers have been backing buyouts of Japanese companies with an eye, in part, to unlocking unrealized value from real estate assets on their balance sheets. After a protracted battle against Bain Capital, KKR in February of last year privatized Fuji Soft (9749) in a deal valuing the company at north of $4 billion. KKR had nodded to the systems developer’s property holdings in its original tender offer made in August 2024. Seven months after the takeover, Mingtiandi reported that Fuji Soft had sold a 14-asset portfolio of office properties to Japan Metropolitan Fund, a KKR-managed REIT, for JPY 68.7 billion (then $463 million). The software maker is leasing back the divested assets. In the closing weeks of 2025, KKR joined forces with Asia-focused private equity shop PAG to acquire the real estate business of Sapporo Holdings (2501) in a deal valuing the property assets and operations at JPY 477 billion ($3 billion). The deal capped months of bargaining over Sapporo Real Estate after the brewer came under pressure from shareholders to streamline its business and shed non-core assets.

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2/5/2026

Jack in the Box Goes on Defense in Biglari Proxy Battle

Restaurant Dive (02/05/26) Littman, Julie

Jack in the Box (NASDAQ: JACK) is urging shareholders to vote for all of its director nominees, including David Goebel, who serves as independent chair of the board, at its annual meeting of shareholders on Feb. 27. The chain is fighting back against actions taken by Sardar Biglari, who is pushing shareholders to unseat Goebel according to a press release. Biglari has been engaged in a proxy battle with the chain and vying for seats on the board over the past few months. Jack in the Box reiterated the progress of its Jack on Track plan and says that it needs the expertise of all board members, including Goebel, to continue executing its transformation strategy. Jack in the Box has been battling against Biglari since last year, when it deployed a poison pill preventing Biglari from gaining significant shares in the chain. The chain suffered negative same-store sales over several quarters, posting a 7.4% decline for fiscal Q4 2025 — its worst drop in years. Jack’s board members and management team have met with the Biglari Group “over many months as part of our commitment to constructive shareholder engagement,” the company said. These discussions included considering Biglari for a board seat, but the board “ultimately determined he was not well suited to serve as director.” Despite these discussions, Biglari nominated himself and another candidate for the board engaging in what the chain called a “distracting proxy contest.” Although Biglari Group nominated its own candidates, it also highlighted its approval of nine board members, including Goebel, during its December campaign. Biglari Group ultimately removed the board nominations, Jack in the Box said. “Despite the Board’s efforts, the Biglari Group has now launched a ‘vote no’ campaign against Mr. Goebel, which we believe is intended to advance the Biglari Group's own interests rather than those of all Jack in the Box shareholders,” Jack in the Box wrote. Jack in the Box highlighted the experience of its board members, emphasizing Goebel's restaurant experience at Applebee's, where he served as CEO, and his tenure as an operator with Boston Market and other franchise concepts. “Goebel, in particular, is one of the most qualified franchise executives in the quick-service restaurant and casual dining sector, with expertise that is highly important to Jack in the Box as a 93% franchised system,” the company said. “Goebel brings institutional knowledge from his tenure on the Board, and acts as a figure of continuity as the brand carries out its 'JACK on Track' turnaround plan.” The chain highlighted progress on its turnaround strategy, including 51 closures completed through Q4 2025 — with more planned for fiscal 2026 — that resulted in a “positive impact on our franchisee's portfolio health” as customers have moved to nearby Jack in the Box restaurants. The company also sold Del Taco last year to Yadav Enterprises for $119 million, with net proceeds used to retire $105 million in debt. Jack in the Box isn't the only chain Biglari has targeted recently. Last year, he engaged in a vocal campaign against Cracker Barrel's (NASDAQ: CBRL) CEO Julie Masino calling for her ouster following a controversial rebranding campaign that led to traffic and sales declines. Masino maintained her seat, but Cracker Barrel shrank its board from 10 to nine seats after Biglari contributed to the unseating of another board member.

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2/4/2026

Fuji Media Shares Drop as Buyback Plan Heralds Activist Exit

Bloomberg (02/04/26) French, Alice

Fuji Media Holdings Inc. (TYO: 4676) shares plunged as much as 12% after the embattled Japanese firm announced a large share buyback plan and said entities linked to investor Yoshiaki Murakami indicated they would sell their stakes. The broadcaster’s stock fell to ¥3,475 at one point in Tokyo, marking its steepest intraday decline since August 2024. The company announced it plans to repurchase up to ¥235 billion ($1.5 billion) of its own shares in a Feb. 3 release. The buyback plan marks a potential end to one of Japan’s most high-profile cases of shareholder activism in recent years. The Murakami-led funds said they intend to sell their Fuji Media stakes once the company announced further measures to strengthen shareholder returns, according to Tuesday’s disclosure. Murakami has been campaigning for higher returns and the divestment of Fuji Media’s real estate unit. Fuji Media’s shares may be falling because “everyone expects that’s the end” of Murakami’s campaign and the upside that came with it, said Travis Lundy, a Hong-Kong based equity analyst who focuses on shareholder activism in Japan. But there’s no guarantee that activists will sell their stakes all at once, especially now the share price has dropped, Lundy added. “Fuji Media is agreeing to act a lot faster and more aggressively on its Reform Action Plan, but it may have jumped the gun,” he said. The company was once Japan’s most competitive broadcaster but has been embroiled in scandal since Dalton Investments raised concerns over management’s mishandling of sexual harassment allegations in early 2025. Fuji Media’s outlook remains cloudy, with uncertainty likely weighing on investor sentiment, said Kenzaburou Yamada, an analyst at Tokai Tokyo Intelligence Laboratory Co. “Competition is growing in the content industry, and it’s difficult to see how they’ll grow in the long term,” he said.

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2/4/2026

Activist Fund-Sponsored ISS Seminar Raises Neutrality Questions

Korea Times (02/04/26) Hyun-woo, Nam

A planned seminar in Seoul by Institutional Shareholder Services (ISS), the world’s largest proxy adviser for institutional investors, is raising questions over the firm's neutrality, as the event is sponsored by a local fund. According to industry officials, the U.S. advisory firm will hold its first seminar in Korea at IFC Seoul in Yeouido on Feb. 12, weeks before Korean companies begin their annual general meetings and decide whether to accept shareholder proposals. The event is hosted by Bside Korea, the operator of a local shareholder platform that received seed investment from the fund Align Partners in 2021. Align Partners is sponsoring the seminar. With more than 1,700 global institutional investors as clients, ISS wields substantial influence at key moments in shareholder decision-making, including governance issues and mergers. In the Korean market, it has particular influence over foreign investors, who have relatively limited access to information about the companies they invest in. In 2019, ISS played a critical role in helping Hyundai Motor (KRX: 005380) and Hyundai Mobis (KRX: 012330) fend off Elliott’s demands by characterizing the fund’s proposals as excessive. In 2015, ISS opposed the merger between Samsung C&T (KRX: 028260) and Cheil Industries, a stance that later became a starting point for a prolonged controversy over the legitimacy of the deal. Industry officials say ISS' participation in an event hosted and sponsored by activist-linked entities may be seen as undermining the firm’s neutrality. Bside Korea's platform allows shareholders to launch or join shareholder campaigns and has been used by Align Partners in its engagements with companies including SM Entertainment (KOSDAQ: 041510), JB Financial Group (KRX: 175330), and Coway (KRX: 021240). In 2022, Align Partners requested that SM Entertainment terminate its contract with founder Lee Soo-man’s personal company and improve its governance structure, and ultimately succeeded in pushing through its demands. In 2024, the fund also secured the appointment of two outside directors to the board of JB Financial Group, and is currently pressing Coway to strengthen shareholder return policies and enhance its independence from its parent company, Netmarble, through Bside Korea. “Given the enormous influence that a major proxy advisory firm like ISS has on shareholder meetings, speaking at an event sponsored by an activist fund and hosted by an activism platform could send the wrong signal,” an industry official said. ISS rejected concerns over its neutrality, saying in a statement to The Korea Times that it will “discuss publicly disclosed information regarding our benchmark voting policies on Korea” and that “there will be no risks” of undermining its impartiality. “We have neither solicited nor received payment from the organizer for our participation, consistent with our policies,” ISS said. “Most importantly, we’re a policy-based organization whereby any proposal, whether filed by an activist or mainstream investor, must be measured against that policy, which is publicly disclosed. No preferential treatment can be afforded to any party, under our model. “ISS is not an activist or advocacy organization. Rather, we are an impartial, federally regulated service provider to institutional investors who direct and control their own proxy voting decisions.” Align Partners CEO Lee Chang-hwan told The Korea Times that the seminar is open to all institutional investors and listed companies interested in attending, and will be helpful for all market participants. "Align Partners decided to sponsor the event at the request of Bside Korea, taking into account the positive impact that ISS' visit could have on Korea’s capital market," he said. "In particular, the law firm Yulchon, which provides defensive advisory services to listed companies, is also participating as a sponsor, making it a meaningful event for all parties involved." He added that Align Partners has made a minority investment in Bside Korea, but it is not involved in the platform’s management. Bside Korea stressed that it operates as a platform used both for shareholder activism and companies defending their management rights, citing its involvement in a campaign related to Kolmar Holdings' conflict over its managing rights. "We do not take sides. Our company also carries out many side projects with listed firms,” Bside Korea CEO Lim Sung-chul said. "The upcoming seminar will be open to all listed companies without restrictions on participation. We are also carefully addressing neutrality to improve foreign investors’ access to local companies. Many other firms hold similar seminars inviting proxy advisory firms, and we do not believe such events significantly undermine neutrality."

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2/4/2026

D.E. Shaw to Push for Board Shake-Up at Real-Estate Data Giant CoStar

Wall Street Journal (02/04/26) Thomas, Lauren; Grant, Peter

D.E. Shaw is planning to push for a board shake-up and other big changes at CoStar Group (CSGP), a major commercial real-estate information provider that is already facing pressure from Third Point, according to people familiar with the matter. D.E. Shaw believes CoStar’s shares have underperformed because of its “high-risk, money-losing” investment in Homes.com, a consumer-facing platform that aggregates home listings, according to a letter D.E. Shaw plans to deliver to CoStar’s board of directors and make public later Wednesday. D.E. Shaw says a change of leadership is needed to address CoStar’s underperformance, according to the letter, which was seen by The Wall Street Journal. The exact size of D.E. Shaw’s stake couldn’t be learned, but the firm is one of CoStar’s biggest shareholders, the people familiar with the matter said. Founded in the 1980s by Andrew Florance, CoStar has become the dominant force in commercial real-estate data. It became a go-to source for office-market data on building dimensions, sales and other statistics, then later pushed into other areas, providing data for hotels, apartments and other property types. About five years ago, Florance began expanding CoStar into the single-family housing market, long dominated by Zillow Group and Realtor.com, which is operated by News Corp, parent of The Wall Street Journal. CoStar did this through Homes.com. In its letter, D.E. Shaw said that Florance is anchored to the “unsuccessful” Homes.com strategy and that the board is “unable or unwilling to faithfully perform its critical oversight function.” D.E. Shaw wants CoStar to also find ways to monetize Homes.com, refocus on the company’s core business, buy back stock and restructure executive compensation, the letter said. The firm didn’t explicitly say it plans to launch a proxy fight but leaves the door open to one. A spokesperson for CoStar said in a statement that “there is strong shareholder alignment with the board’s unanimous support for a strategy that includes Homes.com for creating durable long-term shareholder value.” CoStar has a market value of roughly $22 billion. Its shares were down over 23% year to date as of Tuesday, in part because of investor fears the company is overspending and facing stiffer competition. D.E. Shaw had already been pushing for changes at CoStar. Last year, the parties came to an agreement that also included activist hedge fund Third Point, averting a big proxy fight. That agreement expired last week, opening the door for further aggravation from the two investors. Third Point, run by Daniel Loeb, said last week it is planning to nominate a fresh slate of director candidates at CoStar. Third Point also said it wants CoStar to consider strategic alternatives for Homes.com and other related businesses. CoStar said in response that it has been engaging extensively with shareholders, including Third Point. It said Loeb’s firm was acting “like a child,” and maintained that CoStar has a sound strategy in place. In its statement Wednesday, CoStar said that “D.E. Shaw has once again chosen to latch on to Third Point’s dangerously misguided effort to have CoStar Group abandon Homes.com.”

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2/4/2026

Third Point Founder Dan Loeb Signals Activist Push Focused on SK Square

alphabiz.co.kr (02/04/26) Lee, Paul

Daniel Loeb, the founder of activist hedge fund Third Point, is expected to pursue an activist strategy centered on SK Square (KRX: 402340), according to a report published exclusively by Maeil Business Newspaper on Tuesday. Third Point said it has been in communication with SK Square since the third quarter of last year, shortly after initiating its investment, to discuss ways to enhance corporate value. The fund has built what it described as a “meaningful” stake in both SK Hynix (KRX: 000660) and SK Square—large enough to warrant active engagement with management. SK Hynix shares have risen more than 200% since the second quarter of last year. Loeb said he has met with members of SK Square’s board since last summer to present concrete proposals aimed at addressing undervaluation, adding that Third Point holds a larger position in the more liquid SK Hynix shares. Loeb is widely regarded as having raised the bar for shareholder activism by focusing not merely on short-term share price gains, but on structural reforms and long-term re-rating of companies. Since founding Third Point in 1995, he has led high-profile activist campaigns at global companies such as Yahoo, Sony (NYSE: SONY), and Disney (NYSE: DIS). Third Point played a key role in Yahoo's management overhaul and restructuring in 2012, and pushed for board changes and cost-cutting measures at Disney in 2022. While taking a more indirect approach with SK Hynix, Third Point has emphasized what it sees as deep undervaluation. According to the fund's estimates, SK Hynix's price-to-earnings ratio based on projected 2026 earnings stands at just 6.5 times. Based on current share prices, this implies that Third Point expects SK Hynix's annual net profit to exceed KRW 100 trillion. Loeb said SK Hynix has already surpassed Samsung Electronics (KRX: 005930) in next-generation high-bandwidth memory (HBM), adding that it is the most undervalued name in an already undervalued memory sector. Third Point has also proposed capital market initiatives, including the issuance of American Depositary Receipts (ADRs), arguing that such a move would improve global investor access and trading liquidity. Loeb said SK Hynix should continue pursuing an ADR listing, which would further elevate its status as a core supplier in global AI infrastructure. The fund believes both SK Hynix and SK Square should deploy a portion of their free cash flow more aggressively toward shareholder returns. In particular, Third Point argued that SK Square—whose net asset value (NAV) trades at a steep discount—should divest non-core minority stakes and even use leverage to fund large-scale share buybacks and cancellations. With SK Hynix likely to shift from a net debt position to a net cash structure as early as the first quarter of this year, Loeb said share repurchases would be a rational capital return strategy given the company's growth outlook. “The best investment SK Square can make is in its own shares,” Loeb said, adding that the company should buy back as much stock as possible, even if it requires borrowing. Despite these proposals, Third Point stressed that it does not plan to launch an aggressive activist campaign ahead of this year's annual general meetings. The fund also ruled out forming an activist alliance, or “wolf-pack strategy,” similar to the coordinated shareholder actions seen at Samsung C&T's 2024 annual meeting.

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