Media Center

9/25/2020

William Hill Confirms 'Ongoing Discussions' Regarding U.S. Takeover

SBC Americas (09/25/20) Gallagher, Erin-Marie

Apollo Global Management (APO) and Caesars Entertainment (CZR) have made separate cash proposals for William Hill (WIMHY), according to the U.K.-based operator. William Hill confirmed media speculation about an imminent U.S. takeover just days after HG Vora Capital acquired a 5.1% stake in the company. The New York hedge fund's transaction was reportedly valued at 115 million pounds ($147.8 million). William Hill, which has been increasing its footprint across regulated wagering markets, recently completed a 225 million pounds private bookbuild to support its growth efforts. William Hill said it is having ongoing discussions with Apollo and Caesars, which is the bookmaker's current U.S. wagering strategic partner. Caesars owns 20% of its wagering division as part of their joint venture.

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9/25/2020

Cannae Holdings and Senator Investment Group Send Letter to CoreLogic Shareholders

Business Wire (09/25/20)

Cannae Holdings (CNNE) and Senator Investment Group, which jointly own about 15% of the outstanding shares of CoreLogic (CLGX), have sent a letter to the company's shareholders in connection with the filing of a proxy statement. The letter outlines the case for electing nine new independent directors to the CoreLogic Board to ensure that the company carries out a legitimate sales process aimed at maximizing value for all shareholders. Cannae and Senator say their offer to acquire CoreLogic represents a 39% premium to the unaffected share price, and they are open to raising the bid if granted diligence. They argue that CoreLogic's current board has overseen substantial value destruction, with the company underperforming peers by 145% over the past five years. Despite its attempts to use acquisitions to claim growth, the investors say CoreLogic has never organically grown revenue. Given the current board's unwillingness to engage, Cannae and Senator are calling for the appointment of the nine new independent directors.

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9/25/2020

Small Investors Have Pushed Big Companies Toward Social Change. A New SEC Rule Will Limit Their Influence.

Washington Post (09/25/20) MacMillan, Douglas

The Securities and Exchange Commission (SEC) has approved new restrictions on shareholder activism. On Wednesday, the SEC voted 3-2 to raise the limit on the amount of stock investors must hold in order to propose a resolution that receives a shareholder vote during a company's annual proxy period. SEC Chairman Jay Clayton said reviewing shareholder proposals imposes costs on companies and other investors. There is a risk that "shareholder-proponents would use the proposal process in a way that does not benefit the company or its other shareholders," added Clayton. Business lobbyists have said the proposals represent the interests of small groups of activists who are not committed to long-term company goals. Small investors have used shareholder proposals to press companies on issues like climate change, social justice, and human rights. The SEC also voted to tighten requirements for resubmitting failed shareholder proposals the following year.

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9/24/2020

Aryzta Sale to Elliott Looks Dead in the Water

Irish Times (09/24/20)

Although Aryzta (ARZTY) is officially still in talks to be acquired by Elliott Management, its share price suggests otherwise. Shares soared to 75 cents earlier this month on speculation that a deal could be likely, but a boardroom coup pushed out most members endorsing a takeover, and installed as chairman dissident shareholder candidate Urs Jordi. "It would certainly be the worst point in time to sell the company right now," he declared at last week's extraordinary general meeting. Since then shares have plunged 28% to 54 cents, implying that investors think the prospect of a deal may be dead. Shares were down 10% on Sept. 23. The new board will likely spend the next few weeks settling in, and while Aryzta has full-year results due Oct. 6, it may opt to use that juncture to update on negotiations, if they are still ongoing. Former Aryzta Chairman Gary McGann and CEO Kevin Toland had overseen an €800 million capital raise, almost €400 million of asset divestiture, and a €200 million cost-cutting program to slash debt and refocus on the company's central baked goods operations. But this did not stop further declines in share price or assuage shareholder anxiety over the company's strategic direction. Investor advisory group ISS said Aryzta's former board had been "tackling the company's challenges with too little urgency."

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9/24/2020

China to Enhance Corporate Governance of Listed Companies

Xinhua Economic News Service (09/24/20)

China's State Council has approved a range of measures to refine the corporate governance of its listed companies and improve transparency. China will work to strengthen the mechanism of diverse exit options for listed firms in an effort to enhance the quality of listed companies, protect the rights and interests of investors, and sustain capital market growth. The mechanism for institutional investors to participate in corporate governance will be enhanced, and guidelines on internal controls will be widely applied. Greater efforts will be made to enhance the performance of listed companies, and well-run firms will be supported in going public. Institutions for asset restructuring, acquisition, and equity carve-out will be developed and those for refinancing and bond issuance of listed companies improved. More eligible foreign investors will be allowed to make strategic investments in listed companies. The mechanism of diverse exit options for listed firms will be strengthened by refining standards and simplifying procedures. Inter-agency regulation and supervision will be stepped up. Issues relating to share-pledging risks, funds misappropriation, and against-regulation guarantees must be properly resolved. Heavier punishment will be imposed on any violation of laws and regulations, including market manipulation and insider trading.

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9/24/2020

Proxy Advisor InGovern Seeks Removal of Pallonji Mistry From SWSL Board

Hindu Business Line (India) (09/24/20) Shah, Palak

The proxy advisory firm InGovern has recommended that shareholders of Sterling & Wilson Solar Ltd. (SWSL) oppose related party transactions (RPTs), the reappointment of Pallonji Mistry, billionaire construction tycoon and SWSL director, and the continuation of the term of Keki Elavia, independent director, at the company's Sept. 30 annual general meeting. InGovern has flagged concerns over disclosures on RPTs and loans to promoters and urges shareholders to vote against the RPTs. InGovern noted that when the board of directors changed the terms of the loan, the company did not seek shareholders' approval under Section 188 for RPTs. "Shareholders have a genuine reason to be concerned whether the board and independent directors are seeking to protect their interest," InGovern said.

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9/24/2020

Suez Poison Pill Violates Minority Shareholder Rights - CIAM

Reuters (09/24/20) Nikolaeva, Maya; De Clercq, GV

CIAM, a minority shareholder in Suez (SZSAY), said in a letter to Suez' board chairman that the utility company is violating shareholders' rights by lodging its French water activities in a Dutch foundation as a defense against a takeover effort by sector competitor Veolia (VEOEY). "The Suez board, under the pretext of protecting the company and its staff, has adopted a poison pill that is designed to block all bids or changes of control," CIAM said in the letter. "The board is foremost trying to ensure its own survival and is taking other shareholders hostage to their detriment." CIAM wants market regulator AMF to intervene. CIAM says it has a stake of between 0.1% and 1% in Suez, but declined to give an exact figure.

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9/24/2020

French Billionaire Arnault Builds Up Lagardere Holding

Reuters (09/24/20) White, Sarah; Rosemain, Mathieu

LVMH (LVMUY) owner Bernard Arnault disclosed that he has accrued a direct stake in embattled publisher Lagardere (MMB), which is the center of a proxy battle between some of France's leading businessmen. The battle ensued when the company's managers sought aid in warding off a board shake-up attempt by Amber Capital. Lagardere has subsequently on-boarded new investors, including Vivendi (VIVHY) owner Vincent Bollore. But they clash with Lagardere's strategy, driving speculation that Bollore and Arnault will want to compete for some of its holdings. According to Arnault, his family holding company now controls more than 5% of Lagardere, and he is committed to the integrity of the group's main operations. He also has invested in the vehicle through which Lagardere CEO Arnaud Lagardere controls the firm, and said the two of them, with a collective 12.8% stake, would act in concert. Although Vivendi has recently built up a 23% stake in Lagardere and has partnered with Amber in a bid to gain seats, Arnaud Lagardere exerts significant influence over the company, as his share is held through a "commandite" scheme that empowers him to veto many decisions. A Vivendi spokesperson on Sept. 24 said the firm was "very happy" with Arnault becoming a direct Lagardere shareholder. Sources say Bollore initially was in Arnaud Lagardere's corner earlier this year in fighting off Amber, but the relationship soured after Arnault's involvement was revealed. Vivendi and Amber have now gone to court to attempt to induce an expedited shareholder meeting to change Lagardere's governance. Its supervisory board unexpectedly renewed Arnaud Lagardere's status as CEO months ahead of schedule in August. "It's a company that's managed only in the interest of one person and those close to him," said Amber's managing partner Joseph Oughourlian. Lagardere's attorneys Florian Bouaziz and Didier Malka refuted allegations of a lack of independence of the board, claiming Vivendi had initially voted for the renewal of the current one and against Amber. The court will rule on the shareholder meeting request on Oct. 14.

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9/23/2020

Bank of East Asia to Sell Insurance Business With Elliott Backing

Reuters (09/23/20) John, Alun; Chatterjee, Sumeet

On Sept. 23, Bank of East Asia Ltd. (BKEAF) announced that it would initiate a sale of its insurance business and seek a strategic partner for its mainland China business following a review of its portfolios and assets. The review paused four-year-old legal proceedings brought by Elliott Management, which owns 7.5% of the Hong Kong-based lender and supports the move. BEA, whose shares rose as much as 4.7% following the announcement after having lost about 20% over the last 12 months, said it would seek to enter into a long-term exclusive distribution agreement with the buyer of BEA Life. Such an agreement would be a new source of revenue for the bank, it said. Elliott had urged the bank to explore putting itself up for sale in an open letter to shareholders, arguing that it was poorly run. In a BEA news release, Jonathan Pollock, co-CEO and chief investment officer at Elliott, said, "The sale of BEA Life will be a good first step and we look forward to continuing our engagement while the company follows through on this and the other important conclusions of the review."

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