2/26/2026

Ancora Holdings Pushes Warner to Walk Away From Netflix Deal

Wall Street Journal (02/26/26) Thomas, Lauren

Ancora Holdings has built a roughly $200 million stake in Warner Bros. Discovery (WBD) and is planning to oppose Warner’s deal to sell its movie and television studios and HBO Max streaming service to Netflix (NFLX), according to people familiar with the matter. Ancora, which could announce its position as soon as Wednesday, believes that Warner failed to adequately engage with David Ellison’s Paramount Skydance (PSKY) after it made a rival all-cash offer for the entire business, including its cable-network group, at $30 a share, the people said. The arrival of an activist, even with a small stake in the company, will add yet another dose of uncertainty and drama to an already drawn-out fight for the Hollywood studio. Netflix has signed a $72 billion deal, but Paramount, which is bidding nearly $78 billion for the whole company, has gone straight to shareholders and threatened to wage a board fight at the same time. Ancora, a roughly $11 billion fund that has a history of lobbying in the middle of deals, emailed Warner Chief Executive Officer David Zaslav on Tuesday to say that it is considering launching its own proxy fight if Warner’s board doesn’t negotiate the best deal for shareholders with Paramount, the people added. Warner has a market value of roughly $69 billion as of Tuesday, making Ancora’s stake in the company less than 1%. But Ancora plans to continue buying Warner shares, the people familiar with the matter added, and, even with a small stake, it adds a voice that could help rally other investors around opposing the Netflix transaction. Many shareholders remain on the fence over which deal is better and are anticipating the offers could be revised further. A shareholder vote is expected next month. Netflix agreed in December to pay $27.75 a share in cash for Warner’s studios and HBO Max streaming service. That would leave investors also holding shares in Discovery Global, a new company housing Warner’s cable networks, which it plans to spin off later this year. Paramount’s hostile bid for all of Warner Discovery includes its cable-networks unit that includes CNN, TNT, Food Network, and other channels. Warner has consistently rebuffed Paramount’s offer, arguing Netflix’s deal has greater value, more secure financing and a cleaner path to regulatory approval. Paramount on Tuesday enhanced its hostile offer, including agreeing to pay the $2.8 billion termination fee Warner would owe Netflix should that deal collapse. Paramount also said it was adding a “ticking fee” of 25 cents a share, which it would pay to Warner shareholders for each quarter its deal hasn’t closed, starting in January 2027. If Ancora were to proceed with nominating director candidates, it would focus on replacing individuals with ties to Zaslav, the people familiar with the matter said. Ancora has privately questioned the Warner CEO about whether he favored the Netflix deal to obtain an executive role with the streaming company after the transaction closes, they added. Ancora has antitrust concerns about the Netflix deal it calls “uncertain and inferior.” And it questions the Discovery Global spinoff, which would put $17 billion in Warner debt on the company’s cable-TV networks, which have a declining number of viewers, according to a presentation from the investor seen by The Wall Street Journal. In that presentation, Ancora defends Paramount’s viability as a buyer, pointing to the record of Ellison and his father, the billionaire Oracle (NYSE: ORCL) co-founder Larry Ellison. It also said it expects Paramount to receive swift antitrust approval. Many investors and analysts still largely expect Paramount could increase its $30-a-share offer. Analysts at Raymond James said in a recent note to clients that “many WBD shareholders still expect PSKY has not made its best and final offer, and will raise its bid by ~$2-3 per share.” Cleveland-based Ancora has a history of pushing for deals, both publicly and behind the scenes. In 2024, it built a huge stake in Norfolk Southern (NYSE: NSC) and later won seats on the railroad operator’s board before the company agreed to be acquired by Union Pacific (NYSE: UNP) for almost $72 billion. It also recently privately pushed bubble-wrap maker Sealed Air to sell itself, before the business agreed to be bought by CD&R.

Read the article

2/12/2026

Bill Weighs the Best Path to Profits

Payments Dive (02/12/26) Bachman, Justin

Bill Holdings (NYSE: BILL) appears to be considering a sale, four months after the business payments software company had reached an agreement with investors pushing for major changes and better profits. In October, Bill agreed to shuffle its board to add four new directors, including two proposed by activist hedge fund Starboard Value, which disclosed an 8.5% stake in Bill. At the same time, a second prominent investor, Elliott Investment Management, acquired a stake of at least 5% last year to seek changes at Bill. A third investor, Barington Capital Group, wrote Bill directors in December urging them to slash costs and find a buyer. To that point, private equity firm Hellman & Friedman (H&F) has held talks about acquiring Bill, Bloomberg News reported Friday, citing people familiar with the matter. Bill and H&F did not respond to email messages this week seeking comment. The new directors at Bill – which has juggled growth with financial losses since going public in December 2019 – will help determine whether the company pursues a standalone strategy or seeks to sell itself, said Matthew Coad, a Truist Securities (NYSE: TFC) equity analyst. “It’s kind of like a two-front situation for the activist: Become more profitable. If you don’t become more profitable, just sell the company,” Coad said Wednesday in an interview. Bill, based in San Jose, California, provides software services to small and midsize companies to help handle payment, invoicing, accounts receivable, spending and expense management and other functions. The company counted about 498,500 businesses as customers as of Dec. 31, including 9,500 accounting firms that use its software. Bill says its platform processes roughly 1% of U.S. gross domestic product each year. Last week, Bill reported a $2.6 million net loss for the quarter ending Dec. 31, compared to a $33.5 million profit in the same period of 2024. Revenue rose 14% to $414.7 million. A financial investor, probably a private equity firm, is the most likely buyer in a Bill sale given the recent interest in financial technology assets by that industry, Coad said, noting several deals for payments companies over the past year. In May, AvidXchange, an accounts payable and payments software provider, went private in a $2.2 billion deal involving investment fund TPG (NASDAQ: TPG) and Corpay (NYSE: CPAY), the business payments company. The following month, payment firm Melio agreed to a $2.5 billion acquisition by the New Zealand accounting software provider Xero (OTCMKTS: XROLF). Like Bill, New York-based Melio focuses on accounts payable and receivables for small and midsize businesses. Last month, business software firm Brex agreed to a $5.2 billion sale to Capital One Financial (NYSE: COF). That deal “provides Bill significant valuation support,” BTIG analyst Andrew Harte said in a Feb. 2 research note. For a private equity firm, “you buy a core asset and then you use that core asset as a scale play, and you buy other distressed sub-scale assets to grow your business,” he said. “I think Bill, given its scale and volume, could be a good core asset for a private equity shop to buy and then run and play out that strategy.” In his Dec. 4 letter to Bill, Barington Capital CEO James Mitarotonda said that public investors “appear unwilling to assign a fair valuation to the company’s technology leadership, customer network and long-term prospects,” while private markets “have ascribed significantly higher valuations to companies with similar business models and growth profiles.” The firm still considers a sale the best way for Bill to realize value for shareholders, Mitarotonda said Thursday in an interview. The New York-based hedge fund holds a Bill stake worth about $20 million. “There are challenges to this company,” he said. “Growth has decelerated and gross margin has modestly degraded. AI has created additional potential challenges. We do believe this company should be sold now.” Bill’s takeout value is likely $59 to $70 per share, Truist Securities said in a Feb. 6 note. Bill shares closed Wednesday at $47.02. “As long as you can get 60 bucks, which is around four times gross profit for it, if you’re an activist shareholder, you’re happy with that,” Coad said. “Not too long ago, Bill was trading at 35 bucks a share.” In November 2021, Bill traded at $342 per share, Mitarotonda noted in his letter to the company.

Read the article

2/12/2026

Toyota Extends Bid for Group Forklift Maker After Elliott's Opposition

Reuters (02/12/26) Leussink, Daniel

A Toyota Motor (7203.T) tender offer for Toyota Industries (6201.T) has been extended until March 2 after it appeared to fall short of the necessary shareholder votes in the face of staunch opposition from shareholder Elliott Investment. News of the extension boosted expectations that the offer price will be lifted again, and sent shares in the forklift manufacturer to a record high. The sweetened tender offer was due to close on Thursday but as of 1.00 p.m. (0400 GMT) - two and half hours before the deadline, over 99 million shares in Toyota Industries had been tendered, equivalent to 33.1% ownership, a filing showed. For the bid to be successful, 42.01% of shareholders classified as minority owners need to accept the offer. That excludes Toyota Motor's 24.66% stake. "I suspect that they will need to increase the offer price again," said Christopher Richter, auto analyst at CLSA. A successful buyout would see the automaker's chairman, Akio Toyoda, strengthen his grip on a key affiliate and by extension the broader Toyota group. Opposition from Elliott, which has built up a 7.1% stake in Toyota Industries to become its biggest minority shareholder, and others has made the deal a test case of governance for Japan's most storied company as well as Japan Inc as a whole. It comes amid a years-long push by the government and the Tokyo Stock Exchange for corporate reform that has been regarded as transformational, leading to an influx of foreign investment and boosting mergers and acquisitions. The bid, which is being led by Toyota Motor, group real estate arm Toyota Fudosan and Toyoda, was hiked by 15% last month to 18,800 yen per share, valuing the company at around $36 billion. Shares in Toyota Industries finished at 19,985 yen on Thursday, much higher than the 19,400 yen level it was at before the news of the extension and up 1.6% on the day. At one point, the stock hit a lifetime high of 20,010 yen. Elliott argues the company is worth 26,134 yen per share. Toyota has defended the offer, saying it reflects Toyota Industries' intrinsic value and represented a premium to historic market prices. Toyota Industries has said it took steps to ensure the bid was transparent, including consulting outside directors and independent firms, and received three fairness opinions. If shares equivalent to 42% ownership are tendered, then the bidders would have enough of a majority to squeeze out other minority shareholders and take the company private. One part of the controversy surrounding the deal is that the Toyota group has classified parts makers Denso (6902.T) and Aisin (7259.T) and trading company Toyota Tsusho (8015.T) - which own a combined 12.21% of Toyota Industries - as independent minority shareholders. That has drawn fire, with the Asian Corporate Governance Association advocacy group arguing that this lowers the true independent threshold for a potential squeeze-out. The association also noted apparent conflicts of interest such as Akio Toyoda serving as chairman of the board for both Toyota Motor and Toyota Fudosan.

Read the article

2/12/2026

MBK, Young Poong Propose Codifying Fiduciary Duty, Stock Split at Korea Zinc

Korea Times (02/12/26) Ji-hye, Jun

The alliance of MBK Partners and Young Poong (KRX: 000670), the largest shareholder of Korea Zinc (KRX: 010130), has officially submitted shareholder proposals calling for the codification of directors’ fiduciary duty to shareholders in the company’s articles of incorporation and for a stock split of its outstanding shares, the alliance said Thursday. The proposals are intended to restore shareholder value that the alliance claims has been undermined by flawed corporate governance. It added that the measures are aimed at reinstating proper checks and balances within the company by ensuring that both the board of directors and the shareholders’ meeting operate as intended. The alliance has been challenging Chairman Choi Yun-beom’s control of the company since launching a tender offer on Sept. 13, 2024. “To begin with, MBK Partners and Young Poong have called for the explicit inclusion of directors’ fiduciary duty to shareholders in Korea Zinc’s articles of incorporation,” an MBK official said. “The proposal carries considerable market significance, as it represents the first known case of a controlling shareholder formally submitting such a measure as an agenda item at a shareholders’ meeting.” The alliance said the move is designed to structurally prevent any future share issuances that could dilute shareholder value, referring to what it described as unlawful capital increases attempted under the current management. To enhance fairness at shareholders’ meetings, the alliance also proposed amending the articles so that the chair of the board, rather than the CEO, would preside over shareholders' meetings. In addition, the alliance proposed a 10-for-1 stock split that would lower the par value from 5,000 won ($3.50) to 500 won, saying the move would improve trading liquidity and broaden access for retail investors. The alliance also urged a revision of the company’s retirement compensation rules, noting that the current bylaw grants an honorary chairman the same maximum payout rate as the incumbent chairman. It argued that the provision should be rationalized to prevent potential outflows of corporate assets to Choi’s family. The alliance requested that Korea Zinc’s management clarify by Feb. 20 whether it will accept or reject each of the proposed agenda items. “This initiative is not about a dispute over management control,” the MBK official said. “Rather, it is a call to restore the fundamental standards and principles that all listed companies are required to uphold. We hope Korea Zinc will take this opportunity to improve governance and enhance shareholder value.”

Read the article

2/12/2026

Value-up Drive Amplifies Korea Shareholder Activism, Stocks React as Votes Loom

Chosun Biz (South Korea) (02/12/26) Jeong-eon, Kim

As South Korea pushes a value-up policy to resolve the "Korea discount" and even amends the Commercial Act, an environment is taking shape in which corporations must focus more on shareholder interests. In this climate, ahead of regular shareholder meetings in March, shareholder proposals from activist funds are arriving one after another. Experts say that regardless of whether the proposals pass, the exercise of shareholder rights itself will serve as a powerful catalyst for a revaluation of corporate value. Truston Asset Management sent a shareholder letter to KCC (KRX: 002380), calling for stronger shareholder return policies, including monetizing its equity stake in Samsung C&T (KRX: 028260) and retiring treasury shares. The value of KCC's equity stake in Samsung C&T is 4.9 trillion won (10.1%), exceeding KCC's own market capitalization of 4.1 trillion won. Truston pointed to inefficient asset allocation and emphasized that shareholder value could jump by up to 78% if the equity is monetized. Truston currently holds 1.87% (166,225 shares) of KCC's equity. Not only "shareholder letters" that publicly press corporations, but also "shareholder proposals" submitted as agenda items for shareholder meetings are active. Align Partners said DB Insurance's (KRX: 005830) stock price is undervalued due to opaque corporate governance, including rampant related-party internal transactions involving controlling shareholders, and submitted, in the form of a shareholder proposal, the reestablishment of a transaction monitoring body and the separate appointment of two outside directors belonging to the audit committee. Align Partners has been buying DB Insurance shares since January last year and now holds about 1.9% equity. Palliser Capital also proposed that LG Chem (KRX: 051910) sell its equity stake in LG Energy Solution to reduce the discount to net asset value (NAV), and change its capital allocation policy to buy back and retire treasury shares with the funds secured. Palliser Capital is said to be a long-term holder of more than 1% equity in LG Chem. As shareholder letters and proposals from funds follow in succession, expectations for boosting corporate value are being reflected and related stock prices are stirring. KCC rose 12% on the 11th, when the shareholder letter was sent, and DB Insurance climbed 11% from the 6th to the 11th after the shareholder proposal was disclosed. However, it should be noted that shareholder proposals do not immediately translate into passage of agenda items. Although funds that submitted shareholder proposals hold only 1–2% equity, ordinary resolutions at shareholder meetings require attendance by more than 25% of total issued shares and approval by a majority, while special resolutions require attendance by more than 33.3% and approval by at least two-thirds. Experts assess that the activist funds' demands alone exert a considerable impact on corporate management. If a shareholder proposal is approved at the shareholder meeting, it can bring substantive changes across management, and even if it does not pass, analysts say it will be difficult for management to ignore it in an environment where the orientation toward boosting shareholder value has been strengthened, including amendments to the Commercial Act. Lee Nam-woo, chair of the Korea Governance Forum, said, "In the past, there were few cases where shareholder proposals actually won in votes," but added, "This time is the first shareholder meeting where the Commercial Act requiring directors not to act against shareholders' interests applies, so management has no choice but to consider the agenda more carefully." Some also analyze that even if shareholder proposals are not reflected, active participation by shareholders itself has the effect of pressuring corporations. Cho Myung-hyun, a business administration professor at Korea University, said, "The mere fact that an environment has been created in which shareholders can raise their voices will inevitably make corporations consider shareholders' positions." However, concerns are being raised that the demands of some activist funds pursuing short-term gains could instead undermine corporations' medium- to long-term competitiveness. A business community official said, "We agree with the direction of boosting shareholder value, but the essential goal of activist funds is to push up stock prices in a short period and realize profits," adding, "We need to examine whether their proposals will actually lead to stronger corporate growth potential."

Read the article

2/12/2026

Elliott’s Toyota Clash Highlights a $5.5 Billion Japan Play

Bloomberg (02/12/26) Du, Lisa

Elliott Investment Management has bet billions applying its tough style of investing to Japan. But the firm will have to wait a little longer to find out whether it can add Toyota to its list of wins. The U.S. hedge fund is trying to thwart a proposal led by business magnate Akio Toyoda to take private Toyota Industries Corp. (6201.T), a sprawling manufacturer which fathered the world’s largest automaker. Elliott, which has amassed a stake of more than 7% in the ¥6.4 trillion ($42 billion) company, thinks the price is too cheap — and has said so repeatedly. After months of wrangling that included an increased bid from Toyoda’s group, the tender offer deadline hit on Thursday — and was quickly extended to a new date of March 2. The group didn’t raise its offer price. The ultimate outcome of the deal will offer clues for how far Elliott and other funds can influence a corporate culture that has undergone a makeover in the last few years but where investors are still largely expected to be seen but not heard. “If Elliott can block this tender offer, that will set a big precedent,” said Kazunori Suzuki, a finance professor at Waseda Business School. “The Toyota case is a big test for how serious Japanese companies’ managements are about improving governance.” Elliott isn’t alone among foreign funds in Japan. The likes of Hong Kong-based Oasis Management and the UK’s Palliser Capital have also run campaigns in the country for years. But activists in Japan have typically focused on small- to medium-sized companies, which make it easier to amass big stakes and pressure management. Elliott, an $80 billion firm which has built its reputation calling for change at corporate giants, is among the few willing to hunt the big game. Four of Elliott’s top dozen public equity holdings by market value are in Japan, worth more than $5.5 billion, according to data compiled by Bloomberg as of Wednesday. Toyota Industries is now its third-largest holding globally, with a stake valued at almost $3 billion. Consultants who work with Japanese companies on defense strategies for activists say the firm, founded by billionaire Paul Singer, is viewed as uniquely intimidating. Executives often shift into crisis mode as soon as Elliott appears on their company’s shareholder list, the consultants said. “Japan has very quickly become one of the activist hotspots globally, and Elliott has played a leading role,” said Walied Soliman, the co-chair of law firm Norton Rose Fulbright’s special situations team, who has advised funds, as well as companies in the United States and Canada on activism defense — including against Elliott. “It would be very ill-advised to ignore an Elliott in your stock.” Toyota Industries and Toyota Fudosan Co., the private company leading the tender, said in response to questions from Bloomberg News that they believe the offer price accurately reflects the intrinsic value of the business. Elliott has been reshaping its Asia operations after closing its Hong Kong office in 2021 and its Tokyo space a year later, shifting its regional investment teams to London. The firm stepped up its Japan activities after hiring Aaron Tai from Cornwall Capital in 2023 to lead investments in the country. Tai has built up the team by recruiting two Japanese investment analysts, adding headcount for research and drawing on the firm’s broader engagement resources. Based in San Francisco, he travels to Japan often and reports directly to Gordon Singer, managing partner and the son of Paul Singer. Tai cut his teeth investing in Japan during a decade-plus career at Cornwall, one of the firms depicted in The Big Short for its bets against the U.S. subprime mortgage market. His track record there offers clues to his approach. At Cornwall, Tai helped thwart a 2020 bid by refiner Idemitsu Kosan Co. (5019.T) to buy out minority shareholders of listed subsidiary Toa Oil Co. The Tokyo-based group eventually came back with a 29% higher offer. He also led Cornwall’s takeover of radio gear maker Uniden Holdings Corp. in 2022, a rare move by a foreign hedge fund. Elliott was “aware that it needed somebody with a very particular Japanese experience and they found that unique experience in Aaron Tai,” said John Seagrim, a broker at CLSA in London. “He’s not a traditional hedge fund manager — he’s an agent of change.” The fund publicized its stake in Toyota Industries in November, saying the Toyota group’s privatization bid was too low. Toyota boosted its offer by 15% to ¥18,800 a share in early January, kicking off the tender period that is scheduled to end Thursday. Elliott has continued to push back. It says Toyota Industries is worth at least ¥26,000 — or even ¥40,000 if it stays public and improves its business strategy. The shares rose 1.6% to ¥19,985 at the close of trading in Tokyo on Thursday, putting them further above the latest offer price. Tai notched up an early win when the offer was raised. Still, he is likely to face pressure given the size of the Toyota Industries investment, which is large even for Elliott and can’t remain idle indefinitely, according to a Japanese company executive that he has consulted with in the past. Japan has long been viewed as fertile ground for activists. Firms are flush with cash and assets that are undervalued. Public companies were long protected from shareholder pressure by holding stakes in each other, and domestic institutional investors rarely spoke up. That’s now slowly changing. Activists have helped push agendas for investors that might not have moved forward otherwise, said Junichi Sakaguchi, chief responsible investment officer at Sumitomo Mitsui DS Asset Management Co. “There are times when we feel relieved that someone else is willing to say, quite forcefully, what we can’t really state in such a direct, focused way.” Elliott has already scored a number of wins in Japan. Its investment in SoftBank Group Corp. (9984.T) got a boost when the company said it would buy back ¥2.5 trillion of shares in 2020. During the tussle over the future of Toshiba Corp., which was eventually taken private for $15 billion, Elliott secured a board seat. More recently, Tokyo Gas Co. (9531.T) hiked its dividend and sold off one of its real estate holdings after the fund took a stake. It has now turned its attention to Toyota Industries’ privatization, a high-profile deal that observers say has sent mixed signals on the direction of Japan Inc. On one hand, it’s the latest step in a long process of unwinding cross-shareholdings across Toyota group companies, a potent symbol of Japan’s corporate governance overhaul. But questions over how the group is unwinding that structure — and how much it is willing to pay to do so — opened the door for Elliott to step in. “Toyota gave them the perfect opportunity to tackle them,” said Suzuki, the Waseda professor. Elliott has “been searching for some chance to do that, and I think they found it.”

Read the article

2/12/2026

LSEG to Build Blockchain-Friendly Digital Settlement Platform

Reuters (02/12/26) Job, Raechel; Shabong, Yadarisa

LSEG (LSEG.L) said on Thursday it plans to build an on-chain settlement service for institutional investors called the LSEG Digital Securities Depository, which will connect traditional and digital securities markets. This will enable trading and settlement of tokenized bonds, equities and private market assets across multiple blockchain networks, while remaining interoperable with existing settlement platforms, the London Stock Exchange operator said. The move comes as LSEG faces pressure to improve performance from investor Elliott Management, which has built a stake in the company and is pushing for changes, after the company's shares fell more than 35% over the past year. Its stock, which has been under pressure amid a broad selloff of global software stocks on AI concerns, were up 0.9% on Thursday. LSEG, which operates a blockchain-based platform for private funds powered by Microsoft Azure, said the first deliverable under the system is planned for 2026, subject to regulatory approval. The company said it will form a strategic partner group to include market feedback into the depository's build, aiming to create an ecosystem in which participants can easily move between digital and traditional markets, across time zones and with multiple payment options. "As tokenization continues to mature, interoperability between traditional and digital market infrastructure will be critical," said Angus Fletcher, global head of digital solutions at State Street. Major British banks and financial institutions including Barclays (BARC.L), Lloyds (LLOY.L), NatWest Markets (NWG.L), Standard Chartered (STAN.L), and Brookfield (BAM.N) have welcomed the latest move by LSEG.

Read the article