Media Center

12/13/2022

Countryside Agrees Deal with Investor, CEO Steps Down

Bloomberg (12/13/22) Sidders, Jack

Countryside Properties Plc (CSPLF) CEO Iain McPherson is stepping down just as the U.K. homebuilder agreed to a deal with investor Browning West, accompanied by a slump in shares. The deal includes a board seat for Browning West partner Peter Lee, and in return the hedge fund has promised not to pursue further resolutions at shareholder meetings, circulate statements, or try to oust other directors. "Iain McPherson has led Countryside through a challenging period, including the Covid pandemic, and has clarified the group's strategy, which is to focus all of our resources on our market-leading partnerships business," stated Chairman John Martin. Countryside has veered away from building homes for private sale to concentrate on its partnerships business, which develops primarily low-cost housing for public entities and affordable housing providers. The company said trading has been "below expectations" in the first quarter, with profit and revenue struck by less completions. Countryside shares fell as much as 19.7% Thursday, the biggest decline since May 2020. The company was trading at 339.6 pence a share at 9:02 a.m. in London. Browning West is Countryside's No. 2 shareholder with a nearly 9.6% interest, according to filing data as of October.

Read the article

7/6/2022

CCI Gives Nod to Acquisition of Citrix Systems by Vista and Elliott Managed Funds

India Infoline (07/06/22)

The Competition Commission of India (CCI) has approved the acquisition of Citrix Systems (CTXS) by funds managed by Vista Equity Partners Management and funds and investment vehicles managed by Elliott Investment Management L.P. The proposed combination will be implemented pursuant to an agreement and a plan of merger entered into and among Citrix, Picard Parent, Picard Merger Sub Inc. (a wholly owned subsidiary of Picard Parent), and TIBCO Software Inc. Specifically, TIBCO, a Vista controlled portfolio company, will combine with Citrix, and Vista and Elliott will ultimately acquire joint control of the combined Citrix/TIBCO business.

Read the article

7/6/2022

Glass Lewis Recommends Healthcare Realty Trust Shareholders Vote 'FOR' Proposed Transaction With Healthcare Trust of America

Yahoo! Finance (07/06/22)

Healthcare Realty Trust Incorporated (HR) on Wednesday announced that Glass Lewis & Co. recommends that Healthcare Realty shareholders vote “FOR” the previously announced transaction with Healthcare Trust of America Inc. (HTA). This recommendation joins Institutional Shareholder Services' support as well as the board’s unanimous recommendation that shareholders vote “FOR” the transaction, said HR. In its July 5 report, Glass Lewis stated: “Having reviewed the economic terms of the transaction, we believe the cash-and-stock merger consideration ultimately represents a reasonable price for HR to pay in the transaction, in light of the anticipated benefits and the opportunity to enhance shareholder value. Based on these factors, along with the unanimous support of the board, we believe the proposed merger is in the best interests of HR shareholders.” The report continues, “We find the proposed merger is strategically compelling for HR shareholders and justified from a financial point of view, structured in a reasonable manner that imparts an equitable ownership split in the combined company.”

Read the article

7/6/2022

Sarissa Capital Comments on Alkermes Annual Meeting

Business Wire (07/06/22)

Sarissa Capital Management LP expressed its voting intentions for the upcoming Alkermes (ALKS) annual meeting and its underlying motivation. "Despite Alkermes growing revenues in the last five years and having annual revenues exceeding $1 billion, Alkermes has consistently operated at a net loss," Sarissa stated. "During the same period, Alkermes stock has declined nearly 60% and underperformed the IBB by approximately 130%. Based on conversations with CEO [Richard] Pops and its experience to date with the Alkermes nomination and governance process, Sarissa believes that certain of the independent directors are uncomfortable making decisions that are not supported by, or that reflect criticism of, CEO Pops." Despite the hope of Sarissa gaining board representation to help generate value for all shareholders, the investor said Pops' rendition of the dialogues in the Alkermes' securities filings "is fraught with misleading statements, inaccuracies, and material omissions." Sarissa calls the company's supposedly detailed abstract of their communications "counterproductive, unprofessional, and...blatantly and materially incorrect." The commentary added that "a policy of releasing misleading summaries of our private conversations is low class. We caution others having seemingly private conversations with Richard Pops that he may be taking notes of each conversation that he intends to later release to the public in a self-serving and misleading way." Sarissa thus supports recently appointed directors, as well as directors Anstice and Dixon's decision to not stand for re-election, which "should create an environment in the boardroom that will enable the directors to do the right thing for shareholders even in the face of resistance from Pops." Given Sarissa's conviction that Alkermes' shares are substantially undervalued and that its representation on the board can help to unlock such value, the investor plans "to vote 'for' the Alkermes slate of directors (which consists entirely of recently appointed directors) at the upcoming annual meeting. If, however, a Sarissa representative is not soon appointed to the Alkermes board, then we will take steps under Irish law to quickly call another shareholder meeting that seeks to selectively remove and replace certain board members with those that Sarissa believes will act in the best interest of shareholders."

Read the article

7/6/2022

Aerojet Rocketdyne Shareholders Elect New Board of Directors

Yahoo! Finance (07/06/22)

A new Aerojet Rocketdyne Holdings (AJRD) board of directors was elected at a special meeting of shareholders held on June 30. Eileen P. Drake, CEO and president of Aerojet Rocketdyne, said the company was grateful for the engagement and support of shareholders throughout the process. The new board consists of Drake; incumbent independent directors retired Air Force Gen. Kevin Chilton, Thomas Corcoran, and retired Air Force Gen. Lance Lord; and new independent directors Gail Baker, Marion Blakey, retired Marine Corps Maj. Gen. Charles Bolden, and Deborah James, based on the certification of the independent inspector of elections. “Each of our new directors is an accomplished business leader with relevant experience and a history of creating substantial shareholder value,” said Drake. Members of the new board had the privilege of speaking directly with shareholders to discuss company strategy and performance, Drake noted. “We would like to thank our shareholders for their perspectives and feedback and we welcome the opportunity for continued shareholder engagement as we implement a value creation strategy that will strengthen our company, increase value for shareholders, and provide affordable, highly reliable, and innovative products for America's national security and space programs,” Drake said.

Read the article

7/6/2022

U.S. SEC to Vote on July 13 to Adopt Proxy Rules That Undo Trump-era Condition

Reuters (07/06/22) Johnson, Katanga

The U.S. Securities and Exchange Commission (SEC) intends to vote on July 13 to adopt rules improving disclosures around proxy voting advice. The rule, which the SEC voted to propose in November, is also expected to undo a Trump-era rule permitting companies a first look at proposals from proxy advisory firms. Further, the SEC will propose a rule that would amend some “substantive bases” for exclusion of shareholder proposals, according to an agency notice. Although industry groups are expected to question whether the SEC's proposed changes are called for, investor advocates are expected to be pleased with the move, which the agency said responds to concerns about the ability of proxy advisers to deliver independent voting advice to their clients in a timely fashion. Separately, the SEC's new proposal on shareholder voting rights comes after a November staff bulletin that sought to make it more difficult for companies to keep shareholder proposals on matters such as workforce diversity or climate from being voted on at annual meetings.

Read the article

7/5/2022

Foxtons Has a New Investor and He's Backing Management

Bloomberg (07/05/22) Narayanan, Archana

Jassim Alseddiqi, an Abu Dhabi-based investor who has acquired 2% of Foxtons Group Plc in a personal capacity, said he supports management's plan to turn around the company. This comes after Converium Capital called on the U.K. real estate broker to pursue a formal process to sell itself due to insufficient cost controls. In a letter to management, Alseddiqi wrote, "Any attempts for the company to sell itself at this stage forgoes the massive future potential of the company." However, he voiced concerns about the company, which has lost about 37.5% of its value in the last year, calling for a focus on growth opportunities, including expansion in affluent boroughs and cross-selling its management services. "The company has an inflation protected business model, benefits from an optimal capital structure, high contribution margins, and significant operating leverage," Alseddiqi said.

Read the article

7/2/2022

Abortion and Other ESG Issues Rise Up the AGM Agenda

Financial Times (07/02/22) Temple-West, Patrick

While Carl Icahn's battle to stop McDonald's (MCD) from sourcing pork from farms that cage sows in small crates ended in defeat, corporate boardrooms would be wrong to assume that the defeat heralded much of a waning of environmental, social and governance-focused activism, writes Financial Times columnist Patrick Temple-West. "In fact, environmental and social issue advocates — often little-known grinders who fight companies at their annual meetings year after year — scored wins that boards need to recognize and appreciate before the next wave of campaigns comes around. For example, a shareholder campaign to stop companies from including nondisclosure agreements in employment contracts won support at several major companies, while corporate workplace petitions also fared well in 2022. Audit petitions for both social and environmental causes are also rising, though some of this year's climate change proposals failed. "Boardroom battles will settle down for the summer before the first volleys for meetings season 2023 are launched later this year," says Temple-West, with abortion looming as a hot topic. Already, shareholders have pushed a handful of companies to say more about costs and risks to their business from greater restrictions on abortions. Shareholder proposals demanding more such information won 30% shareholder support at TJ Maxx (TJX) and Lowe's (LOW).

Read the article

7/2/2022

Softbank's Fortress Offers $1.5 Billion to Buy Japan's Sogo & Seibu

Reuters (07/02/22) Shibu, Ann Maria

Softbank (SFTBY)-owned Fortress Investment Group has offered around 200 billion yen ($1.48 billion) to buy Japanese department store unit Sogo & Seibu from parent Seven & i Holdings (SVNDY), according to a local media report. Fortress has obtained the first refusal right in the acquisition of Sogo & Seibu, amid investor pressure at Seven & i to focus on its core convenience store business. Fortress Investment is also in talks with Japanese electronics and appliance retailer Yodobashi Holdings to collaborate on efforts to revamp the department stores after the acquisition, the report added. Fortress is considering having Yodobashi run its store within the Seibu department in Ikebukuro, Tokyo. ValueAct, which holds a 4.4% stake in Seven & i, had urged the Japanese retailer to sell off Sogo & Seibu, saying the company could more than double its share price by focusing on its convenience stores.

Read the article