12/26/2024

KKR and Bain Each Bid More Than $5 Billion for Seven & i Assets, Sources Say

Reuters (12/26/24) Uranaka, Miho; Yamazaki, Makiko; Shimizu, Ritsuko

Private equity firms KKR (KKR) and Bain Capital each offered more than $5 billion in first-round bids for the non-core assets of Japan's Seven & i Holdings (SVNDY), according to people familiar with the matter. KKR offered around 800 billion yen ($5.1 billion) for York Holdings, an entity due to be spun out of the Japanese retailer, two of the people said. Rival U.S. firm Bain offered around 1.2 trillion yen, one person said. Local buyout firm Japan Industrial Partners offered around 750 billion yen, one said. All three firms were successful in the first round of bids for the assets, according to two of the people. Reuters spoke to three people about the first-round bids, all of whom declined to be identified because the information hasn't been made public. The size of the bids has not previously been reported. The bids exceed the 500 billion yen enterprise value - a measure that includes debt - that the 7-Eleven owner had expected, according to one of the people. Seven & i is looking to hive off non-core businesses, including its sprawling supermarket operations, into the York Holdings unit, which will house 31 subsidiaries including the group's superstores business, baby goods store Akachan Honpo and the company that operates Denny's restaurants in Japan. Separately, the retailer's founding family is in talks to take Seven & i private. That deal, a management buyout, is designed to fend off a $47 billion takeover offer from Canada's Alimentation Couche-Tard (ANCTF). The three private equity firms will now submit legally binding proposals but may alter their offers following due diligence, two of the people said. Unsuccessful bidders from the first round could still enter negotiations if the three fail to reach an agreement with Seven & i, two of the people said. Seven & i is aiming to select the winning bid as early as February, one person said. The decision would then be finalized by the spring, another person said. The founding family has also approached Bain and KKR about mezzanine funding for the management buyout, two of the people said. Seven & i's market capitalization stood at 6.2 trillion yen as of Dec. 24. The privatization, if realized, would be the largest ever of a Japanese firm.

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12/25/2024

Korea Zinc Firmly Stands Behind Adoption of Cumulative Voting to Ensure Minority Shareholders’ Protection

Business Wire (12/25/24)

After the board of Korea Zinc (010130) proposed various resolutions that give priority to shareholder values and protections for the rights of shareholders to discuss at next month’s extraordinary general meeting, MBK Partners and Young Poong (000670) have intensified criticism of the board’s resolutions. Such a move rather proves the significance of these resolutions proposed by the board to the extent that they could disrupt the consortium’s attempt to take control of the board at the upcoming session, the only purpose of the consortium throughout its takeover bid. The consortium’s frustration at the resolutions is clearly shown in its contradictory stance on the adoption of cumulative voting, an iconic means of protecting minority shareholders and board diversity. The consortium asserts that cumulative voting cannot be discussed at the upcoming extraordinary session it had demanded to convene despite its consent to the system itself. That clearly discloses what lies behind the consortium’s attempt. Its emphasis on governance improvements, including greater shareholder values and better financial structure, is just empty rhetoric to cover up the genuine purpose — taking over Korea Zinc. The board of Korea Zinc also proposed drastic measures to improve shareholder values, such as new protections for minority shareholders, quarterly dividend declaration and stock split. The proposals are intended to set the company’s policy to be much friendlier to shareholders by demanding management to respect individual and minority shareholders, offering important information on decisions made by management to minority shareholders upon request, declaring quarterly dividend in addition to current interim dividend, and announcing par-value stock splits to improve access of investors, including minority shareholders. Chairman Yun B. Choi stated, “The board and management of Korea Zinc are willing to accept any ideas that could be helpful to the company and shareholders.” He added, “It seems that wild accusations made by the MBK-Young Poong consortium against the resolutions proposed by the board are based on its strong belief that the resolution would disrupt its attempt to take control of the board at the upcoming shareholders’ meeting. It is our sincere hope that the upcoming meeting could serve as an opportunity for the consortium to work as partners to discuss the growth and development of Korea Zinc.”

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12/24/2024

Salesforce Stokes Fight With Veeva by Snagging Drug Customers

Bloomberg (12/24/24) Ford, Brody

Salesforce Inc. (CRM) says it’s taking multiple large customers from former partner Veeva Systems Inc. (VEEV) in a mounting rivalry to sell software to the pharmaceutical industry. More than 40 customers, including a “top three global pharma leader,” have inked deals to use Salesforce’s soon-to-launch life sciences product, said Jeff Amann, executive vice president of Salesforce’s industry-specific software lines. Some of those customers are switching from Veeva, he added. For pharmaceutical-focused customer relationship management software, Veeva is the “well-entrenched incumbent” with more than 80% market share, wrote Dylan Becker, an analyst at William Blair, in a November note. The company, which will generate an estimated $2.72 billion in annual revenue in the year ending in January, also makes tools for tracking drug development and data analytics. Veeva’s customer relationship management product was historically built on Salesforce’s platform. The two companies had a kind of nonaggression treaty dating to 2007, which let Veeva thrive without competition from its larger peer. In late 2022, Veeva announced it was ending the agreement, which would allow the company to build a wider suite of applications. That spurred Salesforce to develop a competing offering and begin trying to poach customers. “When Veeva made the decision to go on its own way – many of those customers came to us and said ‘we don’t want to leave,’” Salesforce’s Amann said. In recent years, Salesforce, the top maker of customer management software, has seen revenue growth slow down. In a bid to expand, the company has recently begun offering AI agents and emphasizing its data integration product. Life Sciences represents a rare industry in which Salesforce’s central product isn’t yet saturated. The new product figured in some of the largest deals signed in the most recent quarter, Salesforce said on an earnings conference call. The San Francisco-based company is currently staffing development teams at “a very aggressive rate” for the life sciences product, which is scheduled to debut in September, Amann said. The company is “in active discussions” with many of the largest pharmaceutical companies to use the product, he said. Veeva announced at a conference in December that one of its 20 largest customers had decided to leave for Salesforce. Amann said the client was one of the three largest global pharmaceutical companies and he expects “many others” will follow. In an interview, Veeva Executive Vice President Paul Shawah said he expects to retain the “vast majority” of customers. Some of the company’s largest clients have already committed to staying, he added. Large customers pledging to remain with Veeva “should reduce investor fears of potential disruption,” Brent Bracelin, an analyst at Piper Sandler, wrote in a note last month. Veeva is in the process of rebuilding its customer management app separate from Salesforce’s platform. The Salesforce contract didn’t allow Veeva to create apps such as for customer service or patient management, Chief Executive Officer Peter Gassner said in October during an investor event. “We no longer have that barrier,” he said. For customers thinking of leaving Veeva, Shawah said that Salesforce doesn’t yet have a working offering, while Veeva has been optimizing for life sciences for nearly two decades. He added that he expects Salesforce’s offering to be “significantly more expensive.” “We already have the most advanced CRM and it's getting better,” Shawah said. Elliott Investment Management has a substantial activist stake in Salesforce Inc.

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12/23/2024

Nordstrom Family to Take Chain Private in $6.25 Billion Deal

Bloomberg (12/23/24) Neumann, Jeannette

The Nordstrom (JWN) family is joining forces with a Mexican retailer to take its namesake department store private in an all-cash transaction valued at about $6.25 billion, including debt. The founding family is betting that the century-old retail chain will be more successful without the scrutiny and demands of the public market after shares in Nordstrom Inc. plunged 40% in the last five years. During the same period, the Russell 1000 Index rose more than 80%. As part of the transaction, which is expected to close in the first half of 2025, the family and Mexican department-store chain El Puerto de Liverpool SAB (ELPQF) will acquire all of the outstanding common shares of Nordstrom. The Nordstrom family will have a majority ownership stake in the company of 50.1%, with Liverpool owning 49.9%. Nordstrom common shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold under the terms of the agreement, the company said Monday. The equity value of the offer is equivalent to $4.2 billion, a company spokeswoman said. The company’s stock was up 33% so far this year as of Friday’s close. Reports of a take-private deal have helped boost the stock price. The board’s acceptance of the offer underscores Nordstrom’s subdued growth prospects. In 2018, it rejected the family’s bid to take the company private at $50 per share as too low. Nordstrom’s annual revenue, including income from credit cards, peaked at $15.9 billion in the fiscal year ended February 2019. The company was hit hard by Covid-19 and has never returned to its pre-pandemic highs. Nordstrom is expected to report $14.9 billion in total revenue at the end of the current fiscal year, according to a Bloomberg survey of analysts. By going private, Nordstrom also avoids the risk that an activist investor could push to remove executives, said Erik Gordon, professor at the University of Michigan's Ross School of Business. Nordstrom's management has “delivered long-term decline, not long-term value creation,” he said. Other department-store chains in the U.S. have also struggled as shoppers pivot to online competitors such as Amazon.com Inc. (AMZN), or brand-specific stores such as Louis Vuitton (LVUMY). Executives at Macy's Inc. (M), for example, are shrinking the company's store fleet to cut costs. The transaction must be approved by two-thirds of the company's common stock shareholders and the holders of a majority of the shares not owned by the Nordstrom family or Liverpool. The board unanimously approved the transaction.

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12/23/2024

After Protests, China Reverses Course on Law That Hurt Shareholders

Reuters (12/23/24) Pomfret, James; Tham, Engen

China's top legislative body stepped in on Monday to soften the terms of a controversial law meant to strengthen the hands of creditors by letting them target former shareholders in companies, after a wave of rare protests in 11 cities. The move by the legislative affairs commission of the National People's Congress (NPC), China's parliament, on a recent change to company law followed a spate of 17 shareholder-rights protests in recent weeks. The commission said it would "urge the relevant courts to take appropriate measures" in efforts to "better optimize" the business environment, state media reported on Monday. It said the contentious provision should not apply to shareholders who had sold out before the new law took effect in July. The move comes as Beijing scrambles to manage economic discontent after a collapse in the real estate industry and shore up consumer confidence. The protests, which experts said had threatened to turn into a broader social stability concern for Beijing, focused on who should be on the hook when private companies of the kind that once powered China's boom cannot pay their debts or go bust. "You have this protest movement, essentially about people's livelihoods being hurt by the government's policy, and that could be a motivator for them to take a very specific action to try to subdue the discontent," said Kevin Slaten, the head of China Dissent Monitor (CDM), a project of Washington-based rights group Freedom House that tracks protests in China. A sweeping overhaul of China's company law took effect in July, allowing companies to hold original shareholders accountable for unpaid sums despite having already transferred their shares. But in a move that surprised legal experts, the Supreme People's Court went further by declaring old shareholders liable for unpaid sums after bankruptcy, even if they had already transferred their shares to new investors. That retroactive enforcement angered investors who worried about potential liabilities after they had cashed out. In a now-censored online post, one person compared the situation to selling a car and then having to pay for damages when the new owner crashes. Videos posted on China's Douyin app between late November and early December show protests outside and within the high courts in 11 Chinese areas. Videos posted online show a mix of younger and older participants shouting demands to "see the chief" justice. Some sought an explanation of the change in the law and wanted its retroactive element scrapped, citing the new law's provision on the question of investor liability, including that for failed firms. In Chengdu, the capital of the southwestern province of Sichuan where videos documented three protests, one was emblazoned with the online slogan, "Fairness and justice will definitely win." Censors took down most videos quickly, though some continue to circulate.  October's economic protests were the highest since 2022, a CDM tally showed for the most recent month on which it has data. Until recently, China had made it easy to set up firms with declared equity that could be paid in over years. That allowed firms to be quickly established, secure business and borrow. In effect, shareholders were given years to pay for their stock. But that loophole also opened the way to fraud. "You had cases of shareholders, in order to avoid their payment obligation, transfer shares to their own relatives, or to people who were very old, those who had no means to pay, purposefully to avoid taking on their payment obligations," said Ren Yimin, a founding partner of Capital Equity Legal Group. The collapse this year of developer Evergrande with more than $300 billion in debt, also underscored rising stakes for creditors. In one of the first retroactive rulings, delivered in August by a Beijing court, the original shareholders who had sold their stake in a company called Ren He were held liable for millions of yuan sought by creditors.

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