This article was first published on Activist Insight Online on September 03, 2020. For more information about the module, click here.
Iuri Struta is away. This week’s wrap was written by Eleanor O’Donnell.
Last week, in what could be a tactical move for the investors, the activist group led by Osmium Partners doubled down on its allegation that Leaf Group did not follow through on a promised review of strategic alternatives, and again called on the media company to allow former directors to speak freely on the process. Leaf has rejected the activists’ demands, saying it is “extremely comfortable with the thoroughness and integrity” of the review process.
The dissidents said that a recent report from a news website specializing in corporate governance confirmed their belief that Leaf did not engage in a meaningful manner with potential buyers during its 13-month review. According to sources cited by CorpGov.com, a strategic buyer interested in acquiring some of Leaf’s assets complained about not being able to meet Leaf senior management or access critical information that would have allowed it to make a bid for the targeted assets.
The report cited one potential buyer noting that “the company broke many normal rules of conduct in a sale process, effectively ruling out the possibility of doing a deal of any kind.” The individual also said they were denied access to the company’s data room, something potential buyers would typically have.
Osmium and its partners said this is “further damning evidence” that Leaf’s strategic review was a “sham” process. The dissidents again urged Leaf to release former directors John Hawkins and Brian Regan, both of whom are members of the dissident group, from their confidentiality agreements so that they can speak freely about the strategic review that ended in May with a decision to remain independent. The investor group, which owns a combined 40% of Leaf, is pushing for a new process aimed at divesting the company’s media and marketplace businesses. The activists also want to see CEO Sean Moriarty sacked, blaming him for what they see as Leaf’s 85% valuation discount to its publicly traded peers.
Earlier in August, Leaf announced the departure of Charles Baker, the director who chaired the special committee that recommended the company remain independent despite shareholder calls for a sale. The dissident group welcomed Baker’s exit, adding that he had “tainted” the review with his lack of independence. Baker’s removal from the audit committee due to his violation of bright-line NYSE independence rules brings the independence of the strategic review into doubt, according to the investors.
In an interview with Activist Insight Online, a source close to Leaf Group denied the investor group’s allegations and noted that all interested qualified bidders were given access to the company’s data room and meetings with management. One potential bidder approached the company as the strategic review was concluding, the source added, and was given the opportunity to make a bid to prove their interest and keep the process open. The potential bidder declined, however, according to our source.
Elsewhere in the news:
Airbnb, a strong candidate to be the privately-held “mature unicorn” acquired by Bill Ackman’s special acquisition company Pershing Square Tontine Holdings, has reportedly said it isn’t interested in pursuing a merger with the blank check company, preferring to seek a traditional public offering.
Third Point Partnerserased earlier losses and edged back into positive territory at the end of August after founder Daniel Loeb returned to the helm and reshaped the activist’s portfolio.
The California Public Employees’ Retirement System, the biggest public sector pension fund in the U.S., is pushing for a board overhaul at Ebix, saying the six long-tenured directors serving on the company’s seven-person board should be held accountable for “repeatedly ignoring” appeals for a more diverse board.
Amber Capital and Vivendi/b> vowed to take Lagardère to court after the company rejected the former’s call for a special meeting, dealing a blow to the duo pushing for board changes.
Steve Wolosky, the co-head of Olshan Frome Wolosky’s activist law practice, suedWilliams Companies in his capacity as a private shareholder over a poison pill he describes as “extraordinary and novel.” A shareholder at Tribune Publishing took the same approach as the lawyer, seeking to invalidate a recently adopted position that it sees as “an extremely aggressive overreach of corporate power.”
Sean Shao, the former head of Luckin Coffee’s special committee investigating allegations of sales fabrications, was reappointed following a shareholder meeting requisitioned by Centurium Capital.
Cannae HoldingsSenator Investment Group formally requested a special meeting at CoreLogic, three weeks after the company said it would hold one in November. The move was out of an abundance of caution, according to the duo which claimed CoreLogic had privately said it could not rule out cancelling the meeting.
Veteran activist investor Carl Icahnwill participate in a rights offering by Enzon Pharmaceuticals designed to fund acquisitions to benefit from net operating losses.
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