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☆ Activist Irenic backs Starboard's push to end News Corp's dual-class structure
▼ + stars: | 2024-11-05 | by ( Rohan Goswami | In Rohangoswamicnbc | ) www.cnbc.com time to read: +1 min

Activist Irenic Capital Management said Tuesday that it would back fellow dissident Starboard Value's push to dissolve the dual-class structure at Rupert Murdoch's News Corp , ahead of a closely watched shareholder meeting. Irenic wrote in its Tuesday letter to News Corp's board that while it opposed the dual-class structure, it remained supportive of management's efforts to "unlock immediate value." Irenic also wrote it believes the Murdoch family and other super-voting shareholders should be paid a premium if a conversion to a single-share structure happened. A vote to dissolve the dual-class structure at News Corp nearly a decade ago failed, although it was supported by 90% of non-Murdoch shareholders. The Murdoch family controls roughly 40% of the vote through a family trust and the supervoting Class B shares, making governance changes tough.

Persons: Jeff Smith's, Murdoch, Adam Katz's Irenic, Irenic, Glass Lewis Organizations: Irenic Capital Management, Rupert Murdoch's News Corp, Wall Street, News Corp

☆ Starboard dusts off old plan at News Corp
▼ + stars: | 2023-10-16 | by ( ) www.reuters.com time to read: +2 min

A view of the signage outside the News Corporation building in New York, U.S., September 21, 2023. REUTERS/Bing Guan Acquire Licensing RightsNEW YORK, Oct 16 (Reuters Breakingviews) - Maybe it takes a pile on to move the Murdoch family’s thinking. Reuters reported on Friday that Jeff Smith’s Starboard is the latest activist to try and unlock value at News Corp (NWSA.O), the publisher of the Wall Street Journal, owner of book conglomerate HarperCollins and Realtor.com. Starboard, which took a position in the $13 billion company, is pushing for a spinoff of the real estate assets, according to the Wall Street Journal. Last year Irenic Capital Management agitated for the same transaction in reaction to the Murdochs’ desire to reunite News Corp with broadcasting company Fox (FOXA.O).

Persons: Bing Guan, Murdoch, Jeff Smith’s, pushback, Jennifer Saba, Jean, Pierre Mustier, Atos, Larry Fink, Uncle Sam, Lauren Silva Laughlin, Sharon Lam, Aditya Sriwatsav Organizations: News Corporation, REUTERS, Reuters, News Corp, Wall Street Journal, HarperCollins, Wall Street, Capital Management, Fox, X, Thomson Locations: New York, U.S, Europe

☆ Exclusive: Activist hedge fund Starboard eyes Rupert Murdoch's News Corp -sources
▼ + stars: | 2023-10-13 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +2 min

The fund's plans and the size of its stake in News Corp could not be learned. News Corp declined to comment and Starboard did not respond to a request for comment. Starboard, which has pushed for changes at companies ranging from Salesforce (CRM.N) to Darden Restaurants (DRI.N), would struggle to shake up News Corp without Murdoch's consent. Irenic did succeed in drumming up investor opposition to Murdoch's proposed merger with his other company Fox Corp (FOXA.O), forcing him to abandon the plan. Reporting by Svea Herbst-Bayliss in New York Editing by Greg Roumeliotis and David GregorioOur Standards: The Thomson Reuters Trust Principles.

Persons: Rupert Murdoch, Lachlan Murdoch, Bing Guan, Jeffrey Smith, Rupert Murdoch's, Smith, Murdoch, Dow Jones, Irenic, Murdoch's, Lachlan, Svea Herbst, Bayliss, Greg Roumeliotis, David Gregorio Our Organizations: News Corporation, News Corp, Fox, REUTERS, 13D, Investment, New York Times Co, Darden, Corp, Irenic Capital Management, Wall Street, Fox Corp, Reuters, Svea, Thomson Locations: New York, U.S

☆ Apollo may get noodle LBO thrown back in its face
▼ + stars: | 2023-10-12 | by ( Aimee Donnellan | ) www.reuters.com time to read: +3 min

The private equity firm has offered to buy Wagamama owner Restaurant Group (RTN.L) for 701 million pounds including debt. Restaurant Group is an obvious takeover target. And Restaurant Group itself reckons it can crank up its EBITDA margin by as much as 3.5 percentage points by 2026. Apollo could comfortably double its money, assuming it used debt of around 300 million pounds to buy the business, or 3 times 2024 EBITDA. The deal is being undertaken by a special purpose vehicle indirectly owned by Apollo Funds, managed by affiliates of Apollo Global Management.

Persons: Andy Hornby, Frankie, Jefferies, John Wood, Neil Unmack, Oliver Taslic Organizations: Reuters, Restaurant, Irenic Capital, Oasis Management, Apollo Group, Restaurant Group, Apollo Funds, Apollo Global Management, Thomson Locations: Britain

☆ Apollo to take Wagamama owner Restaurant Group private for $623 mln
▼ + stars: | 2023-10-12 | by ( Eva Mathews | ) www.reuters.com time to read: +2 min

A sign of Wagamama restaurant is seen in London, Britain, October 5, 2020. Under the terms of the deal announced on Thursday, The Restaurant Group's (TRG) shareholders will get 65 pence in cash for each share held, a premium of about 34% to the stock's last closing price. Shares in the small cap constituent (.FTSC) jumped 37.1% to 66.5 pence, its highest percentage gain since April 2020. There has also been pressure from shareholders and activist investors Irenic Capital and Oasis Management in recent months to change management and improve profitability. Another analyst at Shore Capital said the offer price was "too low" given the company's efforts to improve margins and reduce leverage.

Persons: Hannah McKay, Ken Hanna, Benny's, Eva Mathews, Subhranshu Sahu, Elaine Hardcastle, Miral Organizations: REUTERS, Apollo, Irenic Capital, Oasis Management, Cafe, Shore Capital, Thomson Locations: London, Britain, TRG, Cafe Rouge, Bengaluru

☆ Corporate agitators slow down in Q2 but ready to pounce in H2 -Barclays data
▼ + stars: | 2023-06-30 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +3 min

Investors, bankers and lawyers expect a busy second half where activists may become more involved in trying to jumpstart mergers and acquisitions (M&A). "Volatile markets and depressed M&A markets are not deterring activists from launching campaigns in 2023," said Jim Rossman, global head of shareholder advisory at Barclays. In the second half, Barclays' Rossman expects to see a market with pent-up demand for M&A and $1.4 trillion parked in private equity firms' war chests that needs to be put to work. "The proof is in the pudding in the 2023 proxy season," Rossman said. "Activists won seats at 80% of proxy contests that went to a final vote, compared to 33% in 2022."

Persons: Jim Rossman, ValueAct, Carl Icahn, Francis deSouza, Elliott, Rossman, Svea Herbst, Bayliss, Jamie Freed Organizations: YORK, Elliott Investment Management, Capital, Legion Partners, Barclays, Holdings, Inclusive, Partners, Bayer, Reuters, Capital Management, Svea, Thomson Locations: Europe, Asia, United States

☆ Exclusive: Software company Enfusion draws takeover interest from private equity, Irenic Capital
▼ + stars: | 2023-06-26 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +2 min

NEW YORK, June 26 (Reuters) - Software company Enfusion Inc (ENFN.N) is attracting takeover interest from private equity firms and strategic buyers, several people familiar with the matter said. Enfusion's management has been approached in recent months by Francisco Partners, Vista Equity Partners and investment firm Irenic Capital Management, said the sources who asked not to be identified because the talks are private. The company has experienced turbulence in the executive ranks, with its chief executive officer and chief financial officer resigning just months apart from one another last year. The name of the private equity partner could not be learned. Irenic, which was co-founded by Elliott Management veteran Adam Katz and former Indaba Capital partner Andy Dodge, recently worked with private equity giant Apollo Global Management to buy industrial parts manufacturer Arconic.

Persons: Irenic, Oleg Movchan, Enfusion, Adam Katz, Andy Dodge, Katz, Dodge, Elliott, Deutsche Boerse, Svea Herbst, Bayliss, Nick Zieminski Organizations: YORK, Enfusion Inc, Francisco Partners, Vista Equity Partners, Irenic Capital Management, Francisco, Elliott Management, Indaba, Apollo Global Management, Arconic, Harvard, Nasdaq, Deutsche, Svea, Thomson Locations: Vista

☆ Activist investor Icahn launches proxy fight at Illumina
▼ + stars: | 2023-03-13 | by ( ) www.reuters.com time to read: +2 min

REUTERS/Mike BlakeMarch 13 (Reuters) - Activist investor Carl Icahn on Monday launched a proxy fight at Illumina Inc (ILMN.O), saying the life sciences company's takeover of Grail Inc (GRAL.O) had cost shareholders about $50 billion since the closing of the deal. Shares of Illumina jumped more than 20% to $233.50 in morning trade, and have declined 7.2% since the deal closed in August 2021. Icahn plans to nominate three people to Illumina's board at the company's upcoming shareholder meeting, he said in a letter sent to shareholders. "We have therefore determined to launch a proxy contest to attempt to gain board representation," Icahn said, adding he feared the company's board will continue to pursue the Grail transaction. Icahn said his nominees - Vincent Intrieri, Jesse Lynn and Andrew Teno - would help keep Illumina from "sinking further".

☆ Exclusive: Irenic Capital urges Theravance to conduct review, add shareholder to board
▼ + stars: | 2023-02-27 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +3 min

NEW YORK, Feb 27 (Reuters) - Activist investor Irenic Capital Management is urging Theravance Biopharma Inc (TBPH.O) to initiate a review of strategic alternatives, including a full sale, and to add a shareholder to its board, according to a letter seen by Reuters. Irenic owns a 4.2% stake in the biotechnology company and has criticized its lagging valuation and stock-based compensation to its chief executive and board chair, Rick Winningham. Irenic also called on Theravance to use excess cash to immediately issue a $300 million special dividend to shareholders. They suggested Dodge as a director candidate but wrote in the letter that the company rejected him as a candidate. Irenic is the latest hedge fund to propose changes at poorly performing biotech companies.

NEW YORK, Jan 25 (Reuters) - Large shareholders in News Corp (NWSA.O) on Wednesday applauded Rupert Murdoch's decision to withdraw a proposal to reunite the owner of Dow Jones and Fox Corp , as News Corp decided to pursue a sale of Move Inc instead. On Tuesday, activist investment firm Irenic Capital, which had also opposed the proposed reunion of Fox and News Corp, applauded the decision to not move forward. Cowen & Co's Doug Creutz said investors were pleased by the decision to walk away from a potential combination, saying that pressure from investors like T Rowe Price weighed on the Murdoch's decision to pursue the deal. Fox shares were up about 2% on Wednesday. "The other big question is – does News Corp give their shareholders their pro-rata shares of REA in addition to selling Move?

Three sources familiar with the matter said News Corp was in talks to sell its stake in Move to CoStar for about $3 billion. The deal would have recombined the media empire Murdoch split nearly a decade ago. No offer was exchanged between News Corp and Fox Corp before merger deliberations were abandoned, according to sources familiar with the process, who said pushback from News Corp shareholders played a role in those plans being scrapped. News Corp currently has a market capitalization of about $11 billion, while Fox is valued at a shade over $17 billion. Rupert Murdoch and his family trust control about 40% of News Corp and Fox.

☆ News Corp plans to sell real estate giant Move Inc, valued at $1.4 billion, to CoStar as Rupert Murdoch shelves proposed merger of News Corp and Fox
▼ + stars: | 2023-01-25 | by ( Claire Atkinson | Daniel Geiger | ) www.businessinsider.com time to read: +3 min

News Corp is in talks to sell Move Inc, the operator of listings site Realtor.com, to CoStar. The news comes as executive chairman Rupert Murdoch shelves a News Corp merger with Fox. News Corp is planning to sell Move Inc., the California-based operator of Realtor.com and other real estate listings sites, to CoStar, a commercial real estate data and technology firm. One News Corp shareholder, Irenic Capital, had argued against the merger, suggesting that News Corp could benefit shareholders if it unlocked the value of its holdings including Dow Jones and the real estate assets. The balance is held by News Corp's digital real estate subsidiary REA.

Jan 24 (Reuters) - Rupert Murdoch reversed course on Tuesday and withdrew a proposal to re-unite News Corp (NWSA.O) and Fox Corp as the company is also exploring a sale of its stake in Move Inc., which operates the Realtor.com website, according to a regulatory filing and sources familiar with the process. Several top shareholders had publicly said they opposed the proposed plan, and on Tuesday News Corp said in a statement that the combination was "not optimal for shareholders of News Corp and Fox at this time." The deal would have reunited the media empire Murdoch split nearly a decade ago. No offer was exchanged between News Corp and Fox Corp before merger deliberations were abandoned, according to sources familiar with the process, who said pushback from News Corp shareholders played a role in those plans being scrapped. "Looking ahead, News Corp has an opportunity to create substantial value for its owners."

☆ Media mogul Bloomberg eyes Dow Jones or Washington Post acquisition, no talks yet
▼ + stars: | 2022-12-23 | by ( ) www.reuters.com time to read: +3 min

According to the Axios report, Bloomberg sees News Corp-owned (NWSA.O) Dow Jones, also the publisher of Barron's and MarketWatch, as the ideal fit but would buy the Post if Amazon.com Inc (AMZN.O) founder Jeff Bezos was interested in selling. Bloomberg L.P., the Washington Post and Dow Jones did not immediately respond to Reuters' requests for comment. "The transaction would be challenged only if the resulting choices leave insufficient competition in the market for either users or suppliers. In October, Rupert Murdoch had started a process that could reunite his media empire, News Corp and Fox Corp (FOXA.O), nearly a decade after the companies split. Reuters competes with Bloomberg News, a unit of Bloomberg L.P., as a provider of financial news.

A spokesperson for the Washington Post, which Bezos bought in 2013 for $250 million, said it is not for sale. "A Bloomberg acquisition of the (Post) is not necessarily just a business decision. According to Axios, Bloomberg sees Dow Jones, also the publisher of Barron's and MarketWatch, as the ideal fit but would buy the Post if Bezos was interested in selling. Dow Jones did not immediately respond to Reuters' request for comment. Reuters competes with Dow Jones and Bloomberg News, a unit of Bloomberg L.P., a provider of financial news.

Carl Icahn had a textbook strategy for the Nevada-based energy utility Southwest Gas Holdings. In August, Southwest Gas' board decided against a divestiture, and the sale of subsidiaries that Icahn had urged remains uncertain. "Shareholders don't want to hear it, but you really have great difficulty selling a company at a good price today," the widely followed activist investor Icahn told Insider. via CNBCBut, like Icahn in the case of Southwest Gas, participants in this new onslaught may find themselves confounded by an increasingly complex and fraught business environment. According to Lazard, 37% of activist campaigns this year were launched by first-timers, the highest proportion since the company started tracking these figures in 2015.

Carl Icahn had a textbook strategy for the Nevada-based energy utility Southwest Gas Holdings. In August, Southwest Gas' board decided against a divestiture, and the sale of subsidiaries that Icahn had urged remains uncertain. That means that the sale of companies like Southwest Gas is off the table for the time being — or will get done at prices far lower than before. via CNBCBut, like Icahn in the case of Southwest Gas, participants in this new onslaught may find themselves confounded by an increasingly complex and fraught business environment. According to Lazard, 37% of activist campaigns this year were launched by first-timers, the highest proportion since the company started tracking these figures in 2015.

☆ News Corp shareholder T Rowe Price raises concerns over Fox merger - NYT
▼ + stars: | 2022-11-26 | by ( ) www.reuters.com time to read: +2 min

Nov 25 (Reuters) - T. Rowe Price (TROW.O), a major shareholder in News Corp (NWSA.O), said it had strong reservations about Rupert Murdoch's plan to reunite News Corp and Fox Corp (FOXA.O), The New York Times reported on Friday, joining other investors in dissent over the plan. T. Rowe Price told the newspaper that a merger of the two companies would probably undervalue News Corp, which it believes is trading for less than it is worth. T. Rowe Price owns about 17.88% of News Corp, according to Refinitiv data, and is the largest shareholder after the Murdoch family. Fox and News Corp declined to comment, while T. Rowe Price did not immediately respond to Reuters requests for comment. Independent Franchise Partners owns about 7% of News Corp's Class A shares and 6.4% in Fox Corp.

☆ Corporate America is bracing for a rise in activist investing. Meet the 13 lawyers on speed-dial when companies and investors fight for boardroom control.
▼ + stars: | 2022-11-23 | by ( Sindhu Sundar | ) www.businessinsider.com time to read: +11 min

Law firms including Olshan Frome Wolosky LLP and Schulte Roth & Zabel are go-tos for activist investors looking to change how companies do business. Kai Liekefett, who co-chairs Sidley's shareholder activism practice, last year successfully defended cloud company Box Inc. in a proxy fight by Starboard. Liekefett has also defended clients against major activist investors including Carl Icahn and Trian Partners. He has advised clients against major activist investors including Trian, Carl Icahn, Starboard Value and the billionaire Paul Singer. Lawrence Elbaum and Patrick Gadson, Vinson & ElkinsPatrick Gadson (L) and Lawrence Elbaum (R), co-heads of Vinson & Elkins' shareholder activism group.

☆ Potential News Corp, Fox reunion faces opposition from large shareholder
▼ + stars: | 2022-11-23 | by ( Lillian Rizzo | ) www.cnbc.com time to read: +2 min

Independent Franchise Partners told the Journal that a straight equity exchange between Fox and News Corp would dilute and delay the realization of News Corp's substantial intrinsic value. The firm wouldn't oppose a recombination so long as it was done in a way that would see News Corp shares valued at more than $30. However, it believes the only way to realize that share price is to sell parts of News Corp, which was trading at around $18 on Wednesday. This is not the first non-Murdoch shareholder to push back on the proposed deal. Earlier this week, Irenic Capital Management said it sent a letter to the special committee saying Fox didn't serve News Corp's strategic goals, and, like Independent Franchise, believes News Corp shares are undervalued.

☆ Activist investor asks News Corp to spin off unit instead of merger with Fox
▼ + stars: | 2022-11-21 | by ( ) www.reuters.com time to read: +2 min

Nov 21 (Reuters) - Activist investor Irenic Capital Management, which holds 2% of News Corp's (NWSA.O) Class B shares, has suggested a spin-off of the media company's digital real estate business or Dow Jones as an alternative to its merger with Fox Corp (FOXA.O). Shares of News Corp, which has a market value of $10.34 billion, were down 1.7% in morning trade. "Putting the two (News Corp and Fox) together makes no sense to us." In October, media mogul Rupert Murdoch proposed to reunite his media empire by combining News Corp and Fox Corp nearly a decade after the companies split. "The problem is they did not go far enough after they separated out News Corp in 2013," Huber added.

☆ Murdoch deal will struggle to be fair and balanced
▼ + stars: | 2022-11-17 | by ( Jeffrey Goldfarb | ) www.reuters.com time to read: +7 min

A decade ago, Murdoch split his movies-to-books empire because it had become too broad and complex. As it stands, both $16 billion Fox and $10 billion News Corp suffer from significant valuation discounts, partly due to their common owner’s grip. It owns roughly 62% of Australian housing portal REA, a stake worth $6.7 billion based on its Wednesday closing price in Sydney. On the same 16 times multiple as New York Times (NYT.N), it would be worth about $8 billion. Rupert Murdoch and his family trust control about 42% of Fox voting shares and 39% of News Corp voting shares.

☆ EXCLUSIVE Hedge fund Irenic asks Capricorn Energy to ditch NewMed deal
▼ + stars: | 2022-10-19 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +3 min

The company's stock price closed up 0.25% at 244.60 penceThe NewMed transaction would result in Capricorn being paid a $620 million special dividend. It would also leave them with a 10.3% stake in the combined company, with NewMed shareholders owning 89.7%. A liquidation could value Capricorn's assets at 350 pence per share, versus the 254 pence-per-share valuation in the NewMed deal, according to Irenic. "The company has yet to present shareholders with any proposal that represents superior value relative to the straightforward liquidation value we have assessed," Irenic wrote in the letter. Prior to agreeing on a sale to NewMed, Capricorn scrapped plans to merge with Tullow Oil Plc (TLW.L) in a deal that would have valued Capricorn shares at 210 pence and would have given Capricorn investors 47% of the new entity.

☆ Investor Irenic Capital wants News Corp to split media, real estate units - sources
▼ + stars: | 2022-10-17 | by ( ) www.reuters.com time to read: +1 min

Oct 17 (Reuters) - Activist investor Irenic Capital Management, which has a $150 million stake in News Corp (NWSA.O), wants the company to split its media and online real estate units, sources familiar with the matter said on Monday. Irenic's push comes after media mogul Rupert Murdoch's proposal last week to reunite his media empire by combining News Corp (NWSA.O) and Fox Corp (FOXA.O), nearly a decade after the companies split. Irenic has sought a meeting with panel from News Corp, sources said, adding the investor would be prepared to oppose a deal if it undervalues the company. Register now for FREE unlimited access to Reuters.com RegisterNews Corp did not immediately respond to a request for comment. It is anchored by REA Group, in which News Corp has a 61.4% stake, which is worth about $5.8 billion.

☆ News Corp. stock up, Fox shares down as investors weigh possible merger
▼ + stars: | 2022-10-17 | by ( Jack Stebbins | ) www.cnbc.com time to read: +2 min

Shares of News Corp. rose while Fox shares fell Monday as investors weighed the possibility of Rupert Murdoch's media companies recombining nearly decade after they split. The companies had announced Friday that they were exploring a merger, with each News Corp. and Fox saying they formed special committees to explore the possibility. News Corp. has a market capitalization of around $9.45 billion, while Fox Corp. is worth about $14.76 billion. Alphabet has a market cap of $1.32 trillion, Apple's market cap is $2.29 trillion and Amazon's market cap is $1.15 trillion. The source said Irenic would oppose the combination of News Corp. with Fox if the real estate arm remained undervalued.

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