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Carl Icahn Ups Attack on Dell's Public Bid, Says VMware Shares Worth $300
" CRN (11/12/18) Haranas, Mark"

Carl Icahn is accelerating his advance against Dell Technologies' (DVMT) bid to become public in a new 20-page document to VMware tracking stock shareholders calling for them to vote against Dell's proposed VMware stock swap. Icahn has a 9.3% stake in DVMT tracking stock and 2.27 million shares in VMware. Icahn says IBM's (IBM) $34 billion bid to purchase Red Hat (RHT) supports his contention that VMware's value should be worth $300 a share. Dell currently is offering $109 per share to DMVT tracking stock investors. "If Dell's deal is allowed to happen, instead of owning credible and highly desirable VMware, we will own vastly inferior and over-levered Dell," Icahn stated in the document. "Unlike the decaying business of PC hardware, VMware is at the forefront of the rapidly growing cloud infrastructure and business mobility software space. We believe that at VMware's current trading price, the market is under-appreciating VMW's true earnings power as the uptake and ever increasing complexity of the cloud-native world will drive sustainable long-term growth. Based on IBM's recent offer for Red Hat, a deal we should have a comparable valuation to a future VMware deal, VMW should be worth $300 per share." Icahn is suing Dell over the deal and in the document calls the proposal "the Michael Dell/Silver Lake buyout scheme."

Investor Buys Another $1.1 Million in Unifi Stock
" Triad Business Journal (11/12/18) Liu, Jackson"

ValueAct Capital Management has purchased another $1.1 million of stock in Unifi Inc. (UFI), according to a filing with the Securities and Exchange Commission. Eva Zlotnicka, a vice president at ValueAct Capital, in August was appointed to the board of directors of Unifi. In a filing for previous stock purchases between March 22 and May 11, ValueAct said the securities were undervalued and represented an attractive investment opportunity. Unifi's shares have declined by more than 16% since the May stock purchase. The textile company has been struggling recently with its international competitors. In October, it filed a petition with the U.S. Department of Commerce alleging that illegal dumping of yarn from China and India was harming its operation.

Italy's Network Plan Turns up Heat on Telecom Italia CEO: Sources
" Reuters (11/12/18) Flak, Agnieszka; Jewkes, Stephen"

Italy is prepping legislation that could result in a merger of Telecom Italia's (TIM) network with smaller competitor Open Fiber, an issue that is causing friction between the company's CEO and some board directors, according to a source. Open Fiber has been rolling out a fiber optic network across Italy, in direct competition with TIM. Industry observers say such duplication makes little economic sense. Another source said the legislation could be an amendment to a draft law approved in September that still needs parliament's approval. If that bill gets sidetracked, it could be part of another law, the source said. TIM, whose leading shareholder is French media group Vivendi, has already started a process to put its network assets into a separate company, NetCo, which would be completely controlled by TIM. TIM CEO Amos Genish has not ruled out selling a stake in NetCo at some point, but wants TIM to retain control. In June, Genish said he was eager to talk about combining TIM's fiber-to-the-home broadband assets with those of Open Fiber, but not the entire infrastructure. The network matter was front and center earlier this year when Elliott took a stake in TIM to call for for a governance overhaul and restructuring, including a spin-off and partial sale of NetCo. Since Elliott's involvement, Genish has been caught in the middle of the struggle between Vivendi and Elliott, which eventually wrested board control away from the French group at a shareholder meeting in May. Genish hopes to finalize a three-year plan launched in March to overhaul TIM and shore up its finances, but he has come under pressure due to more robust competition at home and a large financial outlay to secure airwaves in Italy's fifth-generation mobile auction. TIM's shares have fallen almost 30% this year, and some Elliott-appointed directors are now advocating Genish's resignation because he opposes TIM losing control of its infrastructure, according to sources.

Third Point Sends Letter to Campbell Seeking More Detail on the Company's Process for Adding Board Members
" Business Wire (11/12/18)"

Third Point LLC, which has approximately a 7% stake in Campbell Soup Co., today sent a letter to Keith R. McLoughlin, Campbell's chief executive officer, in response to the company's press release on Friday afternoon. The letter says in part: "On Friday, Campbell disclosed publicly the existence of our private settlement talks. We were pleased that your statement acknowledged that changes to the Board would be beneficial and that the Independent Short Slate nominees are well-qualified to contribute to a refreshed recipe at Campbell. This is an important point of agreement and reflects shareholders' similar desire for a combined Board. Nevertheless, we were disappointed that you chose to share our private negotiations via a press release, as we believed that our limited conversations were confidential. ... we were particularly interested in your comments about the types of directors you are seeking to add to the Board and your embrace of two of our candidates, Kurt Schmidt and Sarah Hofstetter."

Video: Third Point Releases New Video Introducing the Independent Short Slate for an Mmm Mmm Better Board for Campbell
" Business Wire (11/12/18)"

Third Point LLC, which has approximately a 7% stake in Campbell Soup Co. (CPB), has released a video introducing its independent short slate board candidates: Sarah Hofstetter, Munib Islam, William Toler, Bozoma Saint John, and Kurt Schmidt. The nominees discuss what has gone wrong at Campbell and their enthusiasm for serving shareholders to #RefreshTheRecipe at the company.

Veritas Capital, Elliott Clinch $5.5 Billion Acquisition of Athenahealth
" Reuters (11/11/18) O'Donnell, Carl; Roumeliotis, Greg"

Private equity firm Veritas Capital and hedge fund Elliott Management have agreed to purchase U.S. healthcare software maker Athenahealth Inc. (ATHN) for $5.5 billion. Athenahealth's cloud-based service is used to track revenue from doctors, patients, and hospitals. It had been under pressure to sell itself from Elliott, which has a nearly 9% stake in the company. The acquisition values Athenahealth at nearly $135 a share.

Campbell’s Cookie Unit Arnott’s Attracts Attention
" CNBC.com (11/09/18) Hirsch, Lauren"

Campbell Soup Co. (CPB) has reportedly begun the process of selling off a number of its brands, including its Arnott’s cookie and crackers business, as it looks to pay down the debt left in the wake of its acquisition of Snyder’s Lance earlier this year. The soup company had previously said it planned to sell its international and fresh food businesses after a three-month review it announced after a string of poor quarterly results. The decision came despite pressure from Third Point, which initially said the only justifiable outcome of the review was a sale to a strategic buyer. Third Point has since said it would also accept other moves for Campbell, including a breakup. Campbell has sent out materials to tease the sale of its Australian Arnott’s biscuits business and Kelsen baked snacks that could get $2.5 billion to $3 billion from buyers. The biscuit and cracker maker is the largest in Australia and has caught the eye of a number of food companies that are eyeing global expansion. Arnott’s gives buyers a chance to buy a large business in an established market, though, with Australia relatively isolated, it would also likely require a buyer with an existing global footprint. Campbell expects to sign non-disclosure agreements for its international snack business in the next weeks. One likely consideration in the sale process is potential anti-trust issues due to Arnott’s hold on the Australian cookie market. Campbell is under pressure from Third Point over poor performance, making it unlikely it will want to take on much risk that antitrust authorities could oppose a deal.

Blue Harbour Discloses New Stake in Jack in the Box
" Bloomberg (11/09/18) Deveau, Scott"

Blue Harbour Group disclosed a new stake in restaurant chain Jack in the Box Inc. (JACK) and may push for changes at the company. The investor owns a 6.8% stake in the fast-food company and believes it is undervalued, according to a regulatory filing. Blue Harbour has concluded Jack in the Box made the right decision to sell Qdoba Restaurant Corp. and divest a majority of its remaining company-owned units. Jack in the Box is now in a position to reap the benefits of a more focused corporate entity with improved profitability, according to Blue Harbour. The firm has held talks with management and other parties, and may continue to seek discussions on topics including capital structure, board composition, and strategic alternatives, the filing shows. "As Jack in the Box executes its plan, our lens will be steady on the company’s progress toward unlocking and delivering value we see in it," said Blue Harbour managing director Robb LeMasters in a statement. Jack in the Box reached an agreement last month with Jana Partners, the fund run by Barry Rosenstein, which will see two new directors appointed to the board.

Barclays Bosses to Meet Investor Edward Bramson Over Calls to Scale Back Investment Bank
" City A.M. (11/11/18) Clark, Jessica"

Barclays (BCS) Chief Executive Jes Staley and Chairman John McFarlane will meet investor Edward Bramson in New York this week over calls to downsize the investment bank's markets division. The meeting comes as Barclays received backing from top shareholder James Lowen, who said that a decision to scale back the division would be "snatching defeat from the jaws of victory," as the bank’s profits jumped to £1.5 billion, up from £1.1 billion last year. Bramson, who increased his stake in the bank from 5.16% to 5.41% in April, began meeting with other shareholders to gain their backing over changes to the investment bank earlier this year. Bramson, the head of Sherborne Investors Management, reportedly told large investors he wanted the bank to up returns from its investment bank and increase payouts to shareholders. Sherborne's stake in Barclays allows it to call extraordinary general meetings to put motions to shareholders, including over board appointments.

Investors Clash With Big Business Over Shareholder Rights
" Financial Times FTfm (11/12/18) Mooney, Attracta"

The Securities and Exchange Commission (SEC) is being urged to ignore demands from big business to dilute shareholders' ability to file resolutions at annual meetings. A group of 30 investors has written a letter to SEC Chairman Jay Clayton on the issue ahead of a round-table meeting this week, at which SEC staff are set to examine the use of shareholder motions at annual meetings, among other issues. The focus on shareholder resolutions comes as corporate trade groups and businesses increase criticism of the current system, saying it is burdensome and prone to abuse.

FTSE Bosses Face New Test in 'One and Done' Diversity Drive
" Sky News (11/09/18) Kleinman, Mark"

A number of Britain's largest public companies will be challenged to boost the representation of women on their boards amid concerns that many have adopted a "one and done" approach to gender diversity. A review of British boardrooms has found that approximately 75 companies in the FTSE-350 have just one female board member. The review, which will be released Tuesday, is expected to say that companies with a single woman director risk being accused of tokenism. The review also is expected to spotlight the lack of women chairs, senior independent directors, and chairs of boardroom committees. Twenty-two women, including Susan Kilsby at Shire and Deanna Oppenheimer at Hargreaves Lansdown, chair major public companies, versus 328 chaired by men.

Third Point Scales Back Its Demand for Campbell Board Seats
" Wall Street Journal (11/09/18) Lombardo, Cara"

In a Nov. 9 letter to Campbell Soup Co. (CPB) Chairman Les Vinney, Daniel Loeb's Third Point said it would reduce the size of its board slate to five nominees. Initially, the hedge fund aimed to replace the company's entire 12-member board. Third Point reduced its number of nominees after hearing from shareholders that they would prefer a settlement in which some of Third Point's nominees join the current board, according to the letter. The hedge fund's reduced slate includes Third Point partner Munib Islam, comScore Inc. (SCOR) President Sarah Hofstetter, former Uber Technologies Inc. executive Bozoma Saint John, former Blue Buffalo CEO Kurt Schmidt, and former Hostess Brands Inc. CEO William Toler. Third Point holds about 7% of Campbell stock.

Second Investor Calls for Brookdale to Sell Assets—or Itself
" Nashville Business Journal (11/09/18) Stinnett, Joel"

Macquarie Investment Management has joined Land & Buildings Investment Management LLC in calling for Brookdale Senior Living Inc. (BKD) to sell itself. In a Nov. 9 letter to shareholders, Macquarie said they should push for changes to Brookdale's business model, including selling company-owned real estate or selling the entire company. According to Macquarie, Brookdale's stock is trading at a 50% discount compared to the estimated value of its real estate, and the best way to close the gap is to sell assets. "[W]e are concerned that management has not identified the clear opportunity to aggressively sell real estate holdings in an effort to stabilize the business," the letter states. "We believe now is the ideal time to unlock this embedded value." Macquarie has a 3.7% stake in Brookdale worth more than $68 million, making it the company's eighth-largest investor. Together with Land & Buildings, the two investors own 7.5% of the company, which would represent Brookdale's third-largest shareholder.

Barclays Investor Bramson Lobbying Non-Executive Directors
" Bloomberg (11/09/18) Spezzati, Stefania"

Despite a blowout quarter for Barclays Plc's (BCS) investment bank, a source says Sherborne Investors' Edward Bramson is stepping up a campaign to shrink the British lender's trading business by garnering support from its non-executive directors. Bramson reportedly has been courting fellow shareholders in California, New York, and London in recent weeks, and has told some that he could boost his stake in the lender. The source notes that Bramson's current investment of more than 5% allows him to call a general meeting of shareholders, but this is not the preferred route. According to the source, Bramson has reiterated that he does not want Barclays to pour more capital into its corporate and investment bank, which is its lowest-return business. Barclays' stock has fallen more than 20% since CEO Jes Staley assumed control in December 2015. Bramson is expected to meet Nigel Higgins, who was appointed to succeed John McFarlane as chairman and is seen as a likely supporter of Staley, in the next few weeks, the source said.

Thyssenkrupp Warns on Profit Amid Major Overhaul
" Wall Street Journal (11/09/18) Bender, Ruth"

On Nov. 9, Thyssenkrupp AG (TKAMY) saw its shares fall 11%—the biggest drop in two years—following its second profit warning in four months. This underscores the issues the company faces as it looks to boost returns with a comprehensive overhaul. Declining profits prompted Cevian Capital AB, one of the company's biggest shareholders with an 18% stake, and Elliott Management Corp. earlier this year to push for a major overhaul, and in September, Thyssenkrupp said it would split itself into two separately listed companies in an effort to extract more value from its vast array of activities with little to no overlap. Its latest profits warning primarily blames an ongoing cartel probe in Germany.

SEC to Review Corporate Democracy Rules Risking Investor Clash
" Reuters (11/09/18) Kerber, Ross; Schroeder, Pete"

The Securities and Exchange Commission will hold a roundtable on the proxy process on Nov. 15 and next year might consider rule changes in areas such as raising the bar on submitting shareholder proposals. Corporate America has complained for more than a decade that voting rules have enabled special interests and proxy advisory firms to hijack their boardrooms with costly demands. The changes that business groups are seeking also could lead to stricter conflict of interest disclosure rules for proxy advisors. The effort to diminish voting rights will face push back from some investors. A move to dramatically raise the threshold for submitting shareholder proposals will be met with resistance, according to some investors. Some worry that a higher threshold would muffle legitimate shareholder concerns and lead to other damaging rule changes. "Some institutional investors say it's not broke, don't fix it. Why open the door to potential damage?" says Amy Borrus, deputy director of the Council of Institutional Investors.

P&G Moves to Streamline Its Structure
" Wall Street Journal (11/08/18) Al-Muslim, Aisha"

Procter & Gamble Co. (PG) on Thursday announced plans to revamp its management structure, shrinking the number of business units from 10 to a half-dozen and giving the heads of those products control over regional sales teams and some functions previously overseen by headquarters. The new organization, which is part of an effort by the conglomerate to streamline its operations, will take effect July 1, 2019. Each of the six business units' CEOs will report to P&G Chief Executive David Taylor. The CEOs of the business units are the same that are currently overseeing those product categories. Four unit presidents will now report to these unit CEOs, and the roles of two of the sales presidents will be diminished. Each unit CEO will be responsible for direct sales, as well as product innovation and supply chains for the 10 biggest geographic markets. P&G's decision to streamline its structure comes after investor Nelson Peltz joined the company's board of directors near the end of this year's first quarter after a prolonged proxy battle. Peltz had previously petitioned for a simplified structure, saying it would improve agility, accountability, and responsiveness to local needs.

ADW Capital Issues Letter to Board to Pursue Value Creation Strategies
" PR Newswire (11/08/18)"

ADW Capital Management, LLC has written a letter to the board of Fiat Chrysler Automobiles, N.V. (FCAU) proposing steps it could take to eliminate the "turnaround valuation" and allow the company to deliver best-in-class shareholder returns. The investor applauded management and the board for their successful efforts and "unrivaled" operational track record over recent years. However, although the investor is "extremely pleased" with the company's results, it believes the market's perception of FCA as a struggling turnaround has persisted and is clearly reflected in the Company's current valuation. While FCA has premium brands which are secularly growing, the company trades at a significant discount to its closest peers. ADW's recommendations focus on narrowing the U.S OEM valuation disconnect, capital allocation, and OEM consolidation.

Solomon Lew Takes Aim at Myer Chairman and Geoff Wilson
" Australian Financial Review (11/09/18) LaFrenz, Carrie"

Premier Investments Chairman Solomon Lew has expanded his deplorables list to include any shareholder that continues to back Myer Executive Chairman Gary Hounsell. Lew on Nov. 9 increased his assault on the department store's board, calling again for the retailer to immediately disclose first-quarter sales ending Oct. 27. Lew has said shareholders must be fully informed before the annual meeting due to take place Nov. 30, when they will vote on Myer's compensation report and the re-election of directors. Lew said in a statement that "Hounsell and the Myer board cannot be backed by any serious investor"—in what appears to be a shot taken at fund manager Geoff Wilson, who has emerged as a new key player in the drama. Lew, over the last 18 months or so, has been attempting to unseat the board, primarily via a campaign of public criticism. However, the board has dug in. Now three of the funds managed by Wilson Asset Management have emerged on the register. Their combined stake is 5.5%. Wilson has called for giving new chief executive John King time to implement his strategies.

Telecom Italia CEO Under Pressure After $2.3 Billion Writedown
" Bloomberg (11/08/18) Lepido, Daniele; Ebhardt, Tommaso"

Telecom Italia SpA has abandoned a debt-reduction target and intends to write down the value of its assets by roughly 2 billion euros ($2.3 billion). The double dose of bad news highlights the challenge facing CEO Amos Genish, who has been trying to revitalize the debt-ridden company under pressure from Elliott Management Corp.. Telecom Italia has not paid a dividend on its ordinary shares since 2013 and is spending billions of euros on frequencies for faster 5G mobile services. The carrier's biggest shareholder, Vivendi SA, installed Genish last fall only for the French company to lose control of the board to Elliott in May. The CEO has walked a tight rope ever since. Telecom Italia shares fell nearly 4% on the news, bringing their decline this year to 28% and pushing down the company's market value to 10.6 billion euros. Genish's future at Telecom Italia has been uncertain since sources said in September that board directors representing Elliott, the second-largest shareholder, had grown more impatient over his handling of the company. Genish has focused on growing the business organically, while the U.S. investor reportedly wants him to make changes like selling a stake in its towers company and a full spinoff of the fixed-line network.

Property Group Colony Capital Ousts Chief Richard Saltzman
" Financial Times (11/07/18) Fortado, Lindsay"

NorthStar Realty Europe (NRE) will stop paying management fees to Colony Capital (CLNY). NorthStar's $70 million settlement agreement with Colony is a victory for New York hedge fund Senvest Management, which launched a campaign against Colony over the real estate investment trust (REIT). Colony and Senvest are two of NorthStar's largest shareholders. Senvest had urged NorthStar's board to end the management fee payments by liquidating the REIT and returning the proceeds to investors through buybacks or dividends. "The termination agreement that the company reached with Colony is a great outcome for NRE shareholders and allows for a full exploration of alternatives," said Brian Gonick, co-chief investment officer at Senvest. NorthStar also said it was considering putting itself up for sale. Richard Saltzman, who has been Colony's chief executive officer since it went public four years ago, stepped down. Real estate mogul Tom Barrack said he would take over the position at the investment firm.

AMA Group Crash Test Dummy for 'Friendly' Activism
" Australian Financial Review (11/08/18) Thompson, Sarah; Macdonald, Anthony"

Private equity firm Colinton Capital Partners, industry super giant AustralianSuper, and Myer Family Investments (MFI) have teamed up to take a 15% stake in Australia's AMA Group. Colinton and its partners purchased shares that were put up for sale by AMA founder Ray Malone and management. Colinton's Simon Moore will take a seat on AMA's board. The move mirrors a similar strategy in the United States, where firms such as ValueAct Capital take an approach that is both active and friendly. Colinton, which wants to bring the strategy to the Australian market, has set aside 20% to 25% of its portfolio for friendly and active investing. AusSuper picked up $50 million worth of shares in AMA and is expected to become the largest shareholder on the register. Moore and MFI also are expected to add a holding. Colinton is working with other investors, including Michael Carapiet and John Prendiville-run Point Capital.

Morningstar Slams Hidden Backers Behind Anti-ESG Campaign
" Portfolio Adviser (11/07/18) Tasman-Jones, Jessica"

The Main Street Investors Coalition wants to give more prominence to board recommendations and management proposals, according to Morningstar. Jackie Cook, a director of Morningstar, expressed concern about the financial backers of the lobbying group. In an interview, Cook noted that the Main Street Investors Coalition says it represents retail investors, but it has many corporate backers, including the National Association of Manufacturers and related business lobbying groups like the U.S. Chamber of Commerce and the Center for Capital Markets Competitiveness. The lobbying groups have been attacking shareholder voting rights since institutional investors started significantly increasing support for climate resolutions around 2014, said Cook. Now, the lobbying groups appear to have influenced the agenda of the Securities and Exchange Commission's roundtable set for Nov. 15 that will focus on the voting process, retail investor participation, and proxy advisory firms. Cook raised concerns about a potential impact on issues such as thresholds for filing and re-submission as well as the role of proxy advisory firms. Proxy adviser Institutional Shareholder Services has expressed similar concerns about the Main Street Investors Coalition and its financial backers.

This Holiday Season Could Seal Barnes & Noble's Fate as the Bookseller Considers Selling Itself
" CNBC (11/08/18) Thomas, Lauren"

After six years of declining sales, Barnes & Noble (BKS) is considering a sale of its business after reportedly receiving interest from founder and Executive Chairman Leonard Riggio, the company's biggest shareholder with a 19.2% stake, and U.K. retailer W.H. Smith, among other parties. Riggio said the company is feeling "highly anxious" and somewhat "paranoid" this holiday season, as it must prove it can deliver sales growth in its core book business. "We've done a lot of things this year to try to put ourselves on the right track and to get our comp-store sales number to head in the positive direction," he said. Among other things, the company is rolling out a new ad campaign in movie theaters and on cable television and testing 10 to 15 store layouts during the holidays. Investors have seen Barnes & Noble's setbacks as opportunities. Sandell Asset Management attempted to take the bookseller private in July 2017, when it held a stake of about 2.75% in the company. It eventually proposed a deal valuing it at around $650 million, or $9 a share, but Riggio said he didn't think the deal was "bona fide." Further, Schottenfeld, which holds a nearly 7% stake, called on the board to explore strategic options, which is underway.

Amid Increasing Demand for ESG Disclosure, Voting Support for Shareholder Resolutions on Environmental and Social Issues Is Rising
" PRNewswire (11/08/18)"

According to a study by The Conference Board and the Rutgers Center for Corporate Law and Governance, voting support on proposals regarding companies' sustainability practices has risen during the last few years, but these proposals are rarely approved. The study, "Proxy Voting Analytics (2015-2018)" conducted in collaboration with FactSet and IRGS Analytics, looks at more than 2,500 annual general meetings (AGMs) at Russell 3000 corporations in the Jan. 1 and June 30 period. The study found that proposals related to social and environmental policies received the support of an average 25.7% of votes cast at AGMs. "This finding indicates that shareholders of U.S. public companies continue to believe that the board of directors and senior management are better suited to determine the business viability of certain sustainability activities, and that one-size-fits-all policies may lead to inefficiencies or capital misallocations," said study author Matteo Tonello, managing director of corporate leadership at The Conference Board. "However, our study also unveils a number of trends suggesting that the demand for additional disclosure in this area will continue to grow in the coming years."

Dan Loeb Steamed Over Campbell’s Executive Pay Packages
" New York Post (11/07/18) Kosman, Josh; English, Carleton"

Dan Loeb penned a letter to shareholders Wednesday expressing his frustration with Campbell's (CPB) executive pay packages. “No one minds paying fairly for a CEO who benefits everyone, but paying tens of millions of dollars to a CEO who benefitted almost no one is just insulting,” Loeb's Third Point wrote. Third Point's criticism is angled at ousted CEO Denise Morrison for receiving “discretionary performance” bonuses each year during her seven-year tenure, despite the stock only rising about 3% while the S&P 500 more than doubled. Morrison then received a $2.3 million exit package following her abrupt departure this spring. “We have heard of company-sponsored retirement parties with ice cream cakes, but never a company-sponsored showering of over $2 million in shareholder money to a retiree,” Third Point wrote. The hedge fund also blasted interim CEO Keith McLoughlin for getting a $4 million package “to simply hold the wheel” amid the company's search for a permanent replacement. Third Point has been waging a proxy contest to overhaul the soupmaker's 12-person board since September, but its efforts to delay the Nov. 29 shareholder meeting were recently denied by a judge. Meanwhile, Campbell contended that its CEOs are paid well below the average S&P 500 CEO and that it relies on “shareholder input” when designing compensation packages.

Bill Ackman’s Pershing Square Sells $56 Million in Chipotle Stock
" Barron's (11/07/18) Lin, Ed"

Bill Ackman’s Pershing Square Capital Management revealed Wednesday it has sold part of its holding in Chipotle Mexican Grill (CMG) for $55.8 million. According to a filing to the Securities and Exchange Commission, affiliated entities sold a total of 118,307 shares of the restaurant chain for roughly $472.05 each on average on Monday and Tuesday. The disclosure said the sales were “related to portfolio management.” Specifically, Pershing Square LP, Pershing Square II LP, and Pershing Square International Ltd., a Cayman Islands exempted company, sold Chipotle shares. Overall, Pershing Square now owns 1,940,799 Chipotle shares. The latest sale follows a larger one in late August. The stock has had a fantastic performance in a year of market volatility. Chipotle is up 65% so far in 2018.

Telenet Spurns Lucerne Demand for Corporate Governance Appointee
" Bloomberg Law (11/07/18)"

Telenet Group Holding on Wednesday said a proposal made by shareholder Lucerne Capital Management to appoint a corporate governance specialist is not justified.  Telenet CEO John Porter and Chairman Bert de Graeve issued a joint statement that read: "Telenet does not see the merit of the appointment of such a 'corporate governance specialist.'  There is no situation of crisis or emergency for Telenet that could justify such a measure."  The two executives added that the Belgium-based company does not want to set an industry precedent.

Tesla Appoints Robyn Denholm as Board Chairman, Replacing CEO Elon Musk
" CNN (11/08/18) Pham, Sherisse"

Tesla Inc. (TSLA) has appointed Robyn Denholm as its new chairman, replacing CEO Elon Musk as the head of the company's board of directors with a relative outsider. Denholm has been serving as CFO of Telstra, the Australian telecommunications company. Already a member of Tesla's board, she will start working at the company full time after her six-month notice period with Telstra is up. An official statement read: "To ensure a smooth transition during the remainder of Robyn's time at Telstra, Elon will be a resource to Robyn and provide any support that she requests in her role as chair." Musk agreed to step down as Tesla's chair and pay a $20 million fine in a deal to settle charges brought by the Securities and Exchange Commission earlier in the year over tweets about taking Tesla private. He continues to serve as chief executive of the company he founded. In addition, Tesla agreed to appoint a couple of new independent directors to its board, as well as establish a committee to oversee Musk's communications.

Ericsson Nudges Up 2020 Sales Target as Recovery Gains Pace
" Reuters (11/08/18) Soderpalm, Helena; Swahnberg, Olof"

Ericsson on Thursday upped its sales target for 2020, driven largely by a recovery in its embattled networks business as demand for next-generation 5G mobile equipment increases. Ericsson stuck with its target for operating margins to rise above 10% in 2020, excluding restructuring, but said its longer term goal of boosting operating margins to greater than 12% would occur no later than 2022. However, the fresh financial goals failed to impress the market as several analysts had expected an upgrade, following the Swedish firm’s tentative 2018 recovery after years of crisis. Cevian Capital, with an 8% stake at the end of last year, said the adjustment was conservative and it sees further potential in Ericsson compared to the fresh targets given on Thursday. “But the higher level of ambition is a step in the right direction for Ericsson,” it added.

U.S. Groups Sign Up to Sustainability Standard
" Financial Times (11/07/18) Thompson, Jennifer"

General Motors (GM), Merck (MRK), Nike (NKE), Kellogg's (K), and several other large U.S. companies have adopted a new standard developed by the Sustainability Accounting Standards Board (SASB) to give greater clarity on sustainability. Companies must report on sustainability issues that have a financially material effect, such as energy use and employee safety. "What were thought of as soft and fuzzy issues are actually real business risks," said Jeffrey Hales, SASB chairman. Although many companies and investors want to prove they are working toward sustainability, they are often frustrated by a lack of globally accepted standards. The SASB initiatives are supported by investors that manage more than $26 trillion in assets.

New Jersey Lender Explores Sale as Banks Consolidate
" Wall Street Journal (11/06/18) Lombardo, Cara; Ensign, Rachel Louise"

Investors Bancorp (ISBC) is in the early stages of exploring a sale, and shareholders could possibly propel a deal. Blue Harbour Group, which has a 9.7% stake in the bank, is its largest shareholder. The regional bank and Blue Harbour reached an agreement last year that allowed the fund's managing director, Peter Carlin, to join its board. Scopia Capital Management and Elliott Management also have been shareholders in the bank. Investors Bank has hired deal adviser Keefe, Bruyette & Woods, and could start reaching out to potential buyers soon, according to sources. A sale could come as consolidation continues among smaller lenders across the United States. Investors Bank shares have fallen sharply amid bank stocks' broader decline, but the lender had a market value of about $3.3 billion on Tuesday morning.

Newell Brands to Sell Pure Fishing and Jostens for About $2.5 Billion
" Reuters (11/07/18) Venugopal, Aishwarya"

On Nov. 7, Newell Brands Inc. (NWL) announced that it is selling its Pure Fishing and Jostens businesses for a combined $2.5 billion. Sycamore Partners will buy Pure Fishing, and Platinum Equity will acquire Jostens. Newell said it would sell these businesses as part of a turnaround plan announced in May. In April, the company ended a proxy fight with Starboard Value, with Starboard and investor Carl Icahn putting their nominees on the company's board. As part of its agreement with Icahn, Newell said in March its divestitures would generate about $10 billion.

Xilinx Working With Barclays to Acquire Mellanox, Deal Could Be Announced in December, Sources Say
" CNBC (11/07/18) Sherman, Alex"

Sources say Xilinx (XLNX) has hired Barclays (BCS) to advise on a bid to acquire Mellanox (MLNX) after approaching the chipmaker with an offer. They note that a transaction, if one happens, would be announced in December. The acquisition would give Xilinx a broader array of products to sell into the data center market. Earlier this year, Mellanox reached a settlement with Starboard Value that placed three new directors on its board. In late October, it was reported that Mellanox had hired a financial adviser to seek a sale after receiving takeover interest, with Piper Jaffray analysts naming Xilinx, Intel (INTC), and Broadcom (AVGO) as potential buyers.

RELEVANT ARTICLES

Who Is Telecom Italia's CEO and Why Is His Job on the Line?
" Bloomberg (11/12/18) Lepido, Daniele; Ebhardt, Tommaso"

Telecom Italia (TIM) CEO Amos Genish has retained his job even though the company's stock has lost a third of its value since his appointment last year and last week it wrote down $2.3 billion and scuttled a key debt-reduction goal. Rumors of Genish's departure have surfaced repeatedly since his primary supporter Vivendi SA lost control of the board to Elliott Management Corp. and its allies in May. Italian newspaper Messaggero said over the weekend that TIM would hold an extraordinary board meeting this week to oust him, although the company denied the report. Elliott has sent mixed signals about whether it supports Genish since it took a stake in TIM in March and called for corporate governance reforms and asset sales. It has publicly supported his plan to separate the company's fixed-line business and spend billions of euros to gain an edge in fifth-generation mobile services, but has also signaled it opposes much of his approach. Elliott clearly wants Genish to be more radical in fixing the company, which has huge debt and pension liabilities. The tension became public in June when Genish criticized unidentified directors for feeding "untrue and unreliable speculation." The board asked him to explain his comments and he apologized. In September, sources said directors representing Elliott have grown impatient over his handling of the company. Messaggero reported that Chairman Fulvio Conti is considering board member Alfredo Altavilla and Italian veteran executive Rocco Sabelli as potential successors. Sources have also mentioned Altavilla as a potential candidate along with another TIM board member, Luigi Gubitosi. Elliott and the Italian government support Genish's plan to separate the fixed-line network but want him to spin off more than 51% of the business to give it full independence. Elliott argues this would make it far more valuable.

Activist Funds Jump 50% to Hit Record Levels in Japan
" Nikkei Asian Review (11/12/18) Nagumo, Jada; Anzai, Akihide"

Activist funds in Japan have climbed more than 50% since 2017, reaching record levels, in a sign that government efforts to impact the nation's opaque corporate governance are starting to take effect. IR Japan, one of the nation's top investor relations consultancies, had identified 25 activist funds investing in Japanese stocks as of October, up by nine from 2017. Funds calling for change at Japanese companies include Oasis Management, Third Point, Elliott Management, and Argyle Street. Shareholder proposals also have risen to record levels. During June's annual general meeting season, 42 companies received shareholder proposals, the highest level ever recorded, according to IR Japan. In the first six months of 2018, the number of Asian companies engaged rose by 25% compared to the first half of 2017. Activists have been particularly noticeable in Japan following the introduction in 2017 of guidelines that ask shareholders to disclose their votes on proxy proposals. In June, Japan's Corporate Governance Code was revised to urge companies to disclose policies on reducing cross-shareholdings as well as to enhance board structure and consider the cost of capital in business plans. These changes have presented opportunities for activists looking to exploit low valuations of under-managed companies. Oasis Management is at the forefront of the activist movement in Japan with three proxy fights recorded in the first six months of 2018, according to Activist Insight.

Tech's Urgent Quest for Women Directors
" Wall Street Journal (11/09/18) Koh, Yoree"

Publicly held companies with headquarters in California are scrambling to recruit women for seats on their corporate boards. The state recently passed a law that requires companies to have at least one female board member by the end of next year, and some firms with one female director will need to add one or two more by 2021. About 16% of the 459 publicly held companies in the Russell 3000 Index are fully compliant with the law, according to Equilar, a research firm that tracks data on executives and boards. This figure includes companies that have five board members and at least two female directors, and companies that have six or more board members and at least three female directors. When it comes to the technology industry, just 13% of the sector's firms in the index are in full compliance with the law today. The law also puts pressure on startups that are looking to go public. There are 90 startups based in the state with valuations of $1 billion or more, but 59 did not have any women on their boards as of Oct. 15, according to data from PitchBook.

Proxy Advisers Push Back at DC Criticism: 'We Give Shareholders a Voice'
" Washington Examiner (11/09/18) Williams, Joe"

Institutional Shareholder Services (ISS) is defending its business model, noting that its work is crucial to ensuring investors have a voice in corporate governance issues. "Proxy advisers have become a surrogate for shareholders themselves in the debate regarding what kind of voice investors should have in the companies they own," ISS said in written comments submitted to the Securities and Exchange Commission in advance of the agency's Nov. 15 roundtable on the role of the firms and how they should be regulated. Critics argue ISS and Glass Lewis publish reports with misleading or false information without notice, giving companies little time to make a competing argument to shareholders. They also say that large passive investors such as BlackRock (BLK) or Vanguard blindly follow their voting recommendations, thereby further enhancing the influence of proxy advisers. ISS clients are "sophisticated institutional investors who are free to follow our recommendations or not," the firm said in its comments. "ISS provides institutional investors with critical assistance in analyzing and synthesizing an enormous volume of information in a short period of time, thereby giving investors a meaningful voice in corporate governance while maximizing the efficient use of limited manager resources." Institutional investors frequently follow the recommendations because they are "tailored to their own views on corporate governance, not because they follow our advice without thought or intention," ISS noted.

Elliott, Vivendi Need to End Their Italian Feud
" Wall Street Journal (11/09/18) Wilmot, Stephen"

Elliott Management's gamble on Telecom Italia (TI) has been rocky, as a fight for control of the Italian telecommunications company with the No. 1 shareholder continues to escalate. Media conglomerate Vivendi has been battling Elliott ever since the hedge fund disclosed a stake in March. Telecom Italia's shares, meanwhile, continue to plummet after the company wrote down goodwill by €2 billion ($2.28 billion) in its third-quarter results. Elliott won a rare European proxy battle against Vivendi in May, replacing a Telecom Italia board with its own candidates. The victory so far has been costly: Telecom Italia stock is down about 41% since the vote. The company blamed Thursday's goodwill write-down on competition, tougher regulations, and higher interest rates. But Telecom Italia's problems are also self-inflicted. Behind-the-scenes battles between CEO Amos Genish, who was appointed by Vivendi, and the Elliott-installed board over strategy are likely alienating other investors. The goodwill write-down seems to have been pushed by Elliott and opposed by Vivendi. Things might just improve next year, however. Elliott in April hedged 56% of its stake with options. These have limited its losses so far, but expire between February and June. At that point the hedge fund will have an even bigger incentive to improve Telecom Italia's rock-bottom valuation. Ending the feud with Vivendi will be an important start.

Mandating Women on Boards: Evidence From the United States
" Harvard Law School Forum on Corporate Governance and Financial Regulation (11/08/18) Hwang, Sunwoo; Shivdasani, Anil; Simintzi, Elena"

Mandating board gender diversity through legislation is costly for shareholders, according to new research from Anil Shivdasani, the Wells Fargo Distinguished Professor of Finance at the University of North Carolina Kenan-Flagler Business School, and colleagues. When the signing of California Senate Bill 826 mandating female board representation was announced on Sept. 30, companies headquartered in the state experienced a statistically significant abnormal return of -1.58%. Examining the pre-legislation variation in board composition and the differing thresholds on female representation mandated by the law as points of comparison, the researchers were able to show that the decline in shareholder wealth effects is related to the requirements for female director additions. Announcement returns were more negative for companies for which the legislation is more binding, and firms with a greater shortfall of female directors experienced sharper declines in shareholder wealth than firms closer to the legislative requirements. The costs of mandated female board membership arise from supply-side constraints on the pool of female board candidates. The researchers also argue that companies with weak corporate governance or low profitability are more likely to experience the negative wealth effects associated with the law. The findings suggest that the regulatory mandates may not be enough to create shareholder value in firms.

The Impetus for Change
" Executive Magazine (Beirut) (11/09/18) Purin, Nicole"

The Middle East and North Africa region today has more fertile ground for shareholder activism than it did in the early 2000s. Interest in corporate governance, the performance of securities markets, and public listings of large companies is rising in the countries of the Gulf Cooperation Council (GCC). Several market players believe GCC countries would benefit greatly from shareholder activism, but the U.S. or European models may have to be adapted for the legal and cultural environment of the region, writes Nicole Purin, a legal and financial expert based in the United Arab Emirates. Most listed companies in the GCC are nano (EUR<50m) and micro cap (EUR 50-300m). There is considerable potential to unlock big share price gains in these companies because they are less well researched by analysts and are less likely to follow corporate best practices. The companies are unlikely to have the resources needed to fend off an activist campaign. Auditors that scrutinize their corporate books are often too close to management. Shareholder activism that is constructive and proactive with extensive dialogue with management—which could help companies operate more transparently and cost-effectively—would benefit the GCC, according to Purin.

Hong Kong's 'Old Boys' Club' Faces Threat of Board Shakeups
" Bloomberg (11/08/18) Einhorn, Bruce; Robertson, Benjamin"

Hong Kong legislator Abraham Shek sits on the boards of 16 public companies and two real estate investment trusts, but in an interview rejected any suggestion that this could leave him over-extended. “Some people are very efficient in reading documents,” he said. Hong Kong Exchanges & Clearing Ltd., which is under pressure to improve board oversight after a spate of corporate scandals, is attempting to address overboarding. “It's a concern when we see someone on 10 or 11 boards,” said Pru Bennett, BlackRock Inc.'s managing director and head of investment stewardship for Asia Pacific. Independent directors “are really our representatives on the board and we need them to have the time and capacity to contribute and represent minority shareholders.” Hong Kong has 113 companies with a director who serves on more than six boards, a Bloomberg News analysis showed. Beginning in January, Hong Kong's stock exchange will require companies to explain why any new directors already serving on six other corporate boards will have time to represent the interests of shareholders. Critics say the overboarding problem also contributes to the lack of gender diversity. “There are so many candidates out there, why keep on going to the same people?” said Fern Ngai, CEO of Community Business, a Hong Kong non-profit promoting inclusive business practices. “Many companies just use their circle of friends—the old boys' network—to find new board members.”


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