2019年第一季度股东行动主义报告.pdf
THE DEFINITIVE QUARTERLY ANALYSIS OF SHAREHOLDER ACTIVISM WITH DATA COMPILED, ANALYZED, AND PUBLISHED BY ACTIVIST INSIGHT.SHAREHOLDER ACTIVISM IN Q1 2019- APRIL 2019 -CONTENTS03 GLOBAL OVERVIEW05 U.S. OVERVIEW06 U.S. CAMPAIGNS07 CANADA OVERVIEW08 CANADA CAMPAIGNS09 EUROPE OVERVIEW10 EUROPE CAMPAIGNS11 ASIA OVERVIEW12 ASIA CAMPAIGNS13 AUSTRALIA OVERVIEW14 AUSTRALIA CAMPAIGNSDEFINITIONSPRIMARY FOCUS ACTIVIST: AN INVESTOR WHICH ALLOCATES MOST, IF NOT ALL OF ITS ASSETS TO ACTIVIST STRATEGIES.PARTIAL FOCUS ACTIVIST: AN INVESTOR WHICH FREQUENTLY EMPLOYS ACTIVIST INVESTING AS PART OF A MORE DIVERSIFIED STRATEGY.OCCASIONAL FOCUS ACTIVIST: AN INVESTOR WHICH EMPLOYS AN ACTIVIST STRATEGY ON AN INFREQUENT BASIS.UNLESS OTHERWISE SPECIFIED, DATA ARE GLOBAL AND NOT LIMITED BY MARKET CAPITALIZATION. ALL DATA PRESENTED HEREIN ARE SOURCED BY ACTIVIST INSIGHT ONLINE.MARKET CAP DATA ARE ACCURATE AS OF MARCH 31, 2019.ALL PERCENTAGES ARE ROUNDED TO THE NEAREST WHOLE NUMBER, WHICH MAY CAUSE SUMMATION ERRORS.HOVER: PRIMARY DATAHOVER OVER THE ITEM TO ACCESS FURTHER INFORMATION WHEN YOU SEE THIS ICON (DESKTOP ONLY).KEY TAKEAWAYS, WITH REFERENCES TO CORRESPONDING DATA POINTS IN TABLES.DATA INQUIRIES, INCLUDING BESPOKE REQUESTS: DATAACTIVISTINSIGHT PRESS INQUIRIES: PRESSACTIVISTINSIGHTKEYSHAREHOLDER ACTIVISM IN Q1 2019GOODSGOODS 21%19%17% 12%11%8%8%FINANCIALSERVICESBASICMATERIALSTECHNOLOGYCONSUMERINDUSTRIALHEALTHCAREACTIVIST TARGETSNUMBER OF COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY TIME PERIOD.YEAR FULL YEAR Q1 YTD2013 609 2042014 647 2192015 780 2782016 891 3612017 858 3092018 935 3682019 - 295GLOBAL OVERVIEW- Q1 2019 WAS THE QUIETEST OPENING QUARTER TO A YEAR BY NUMBER OF COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS SINCE 2015.- THE NUMBER OF COMPANIES PUBLICLY FACING IMPACTFUL CAMPAIGNS IN Q1 FELL TO ITS LOWEST SINCE 2014.- BASIC MATERIALS COMPANIES REPRESENTED 17% OF COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS IN Q1 2019, A RECENT Q1-HIGH.IMPACTFUL CAMPAIGNSNUMBER OF COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS MADE BY PRIMARY, PARTIAL, OR OCCASIONAL FOCUSED ACTIVISTS.YEAR FULL YEAR Q1 YTD2013 382 1142014 416 1162015 518 1672016 576 2222017 539 1812018 544 2092019 - 1552013 2014 2015 2016 2017 2018 20192013 2014 2015 2016 2017 2018 2019HOVER: PRIMARY DATAHOVER: PRIMARY DATA609647780891858935204219278361309368295382416518576539544114 116167222181209155UTILITIES - 3%LARGECAPMIDCAPSMALLCAPMICROCAPNANOCAP28%20%18%17%17%Q1 YTDFULL YEARQ1 YTDFULL YEARSHAREHOLDER ACTIVISM IN Q1 2019GLOBAL OVERVIEW- THE U.K. HAD ITS BUSIEST Q1 IN RECENT YEARS, WITH 17 COMPANIES FACING PUBLIC ACTIVIST DEMANDS.- AUSTRALIA RANKED THE SECOND BUSIEST COUNTRY IN Q1 2019, WITH 25 COMPANIES FACING PUBLIC ACTIVIST DEMANDS.- PORTUGAL AND RUSSIA EACH RECORDED THEIR FIRST PUBLIC ACTIVIST TARGETS IN RECENT YEARS.HOVER: COUNTRY DETAILSMOST COMPANIES TARGETEDFEWEST COMPANIES TARGETEDNO COMPANIES TARGETED11NUMBER OF COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY COMPANY HQ & TIME PERIOD.SHAREHOLDER ACTIVISM IN Q1 2019U.S. ACTIVIST TARGETSNUMBER OF U.S.-BASED COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY TIME PERIOD.YEAR FULL YEAR Q1 YTD2013 328 1212014 379 1442015 432 1742016 491 2212017 470 1912018 493 2272019 - 189U.S. OVERVIEW- THE NUMBER OF U.S.-BASED COMPANIES FACING PUBLIC ACTIVIST DEMANDS IN Q1 2019 FELL TO A RECENT Q1 LOW, BEHIND THE RECORD PACE SET IN Q1 2018.- 56% OF U.S.-BASED COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS IN Q1 2019 HAVE A MARKET CAP OF OVER $2 BILLION, A RECENT Q1-HIGH.- BASIC MATERIALS COMPANIES MADE UP 14% OF U.S.-BASED COMPANIES FACING PUBLIC ACTIVIST DEMANDS IN Q1 2019, A RECENT Q1-HIGH.2013 2014 2015 2016 2017 2018 20192013 2014 2015 2016 2017 2018 2019HOVER: PRIMARY DATAHOVER: PRIMARY DATAIMPACTFUL CAMPAIGNSNUMBER OF U.S.-BASED COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY PRIMARY, PARTIAL, OR OCCASIONAL FOCUSED ACTIVISTS.YEAR FULL YEAR Q1 YTD2013 211 682014 260 842015 317 1192016 329 1442017 287 1132018 284 1242019 - 97328379432491470493121144174221191227189211260317329287284688411914411312497FINANCIALSERVICESBASIC MATERIALS TECHNOLOGYHEALTHCARECONSUMERINDUSTRIALGOODSGOODS21%21%14% 13%10%9%8%UTILITIES - 4%LARGECAPMIDCAPSMALLCAPMICROCAPNANO CA35%21%20%17%7%Q1 YTDFULL YEARQ1 YTDFULL YEARSHAREHOLDER ACTIVISM IN Q1 2019U.S. CAMPAIGNS- ACTIVISTS GAINED 53 BOARD SEATS AT U.S.-BASED COMPANIES IN Q1 2019, A RECENT Q1-LOW.- 11 U.S.-BASED COMPANIES FACED PUBLIC ACTIVIST OPPOSITION TO M&A DEALS IN Q1 2019, A RECENT Q1-HIGH.- AS A PROPORTION OF ALL PUBLIC DEMANDS, M&A & BREAKUP ACTIVISM AT U.S. COMPANIES IN Q1 2019 REACHED A RECENT Q1-HIGH.KEY U.S. CAMPAIGNS LAUNCHED IN Q1 2019*APPROXIMATE VALUES IN USD AND AS OF MARCH 31, 2019.ACTIVIST COMPANY VALUE OF STAKE* PUBLIC DEMANDS?STARBOARD VALUE BRISTOL MYERS-SQUIBB $47M YESStarboard Value withdrew its opposition of the companys bid for Celgene in March.STARBOARD/ELLIOTT MGMT. eBAY $1.5B (COMBINED) YESEBay announced it was launching a strategic review in March, settling with Starboard Value and Elliott Management in the process.BLUEMOUNTAIN CAPITAL PG&E $143M YESPG&E unveiled a new CEO and 10 new board members in early April, following pressure from BlueMountain Capital Management.TOP U.S. ACTIVISTS IN Q1 2019TOP PRIMARY & PARTIAL FOCUSED ACTIVISTS BY THE NUMBER OF NEW ACTIVIST INVESTMENTS MADE AT U.S.-BASED COMPANIES IN Q1 2019.ACTIVIST NEW INVESTMENTS CAPITAL INVESTED NOTABLE CAMPAIGN(S)STARBOARD VALUE 7 $2.3B EBAY, DLTR, ZAYO, BMYSABA CAPITAL MGMT. 2 $68M VTA, BQHELLIOTT MANAGEMENT 1 $1.3B EBAYCARL ICAHN 1 $635M CZRPAULSON & CO 1 $487M NEMHOVER: PRIMARY DATA M&A & BREAKUP ACTIVISM IN THE U.S.NUMBER OF COMPANIES PUBLICLY SUBJECTED TO M&A-RELATED ACTIVIST DEMANDS AT U.S.-BASED COMPANIES BY DEMAND TYPE & TIME PERIOD.FULL YEAR Q1 YTDDEMAND TYPE 2016 2017 2018 2016 2017 2018 2019PUSH FOR M&A 70 71 83 18 22 27 18OPPOSE M&A 36 17 29 9 3 6 11SPINOFF / BREAKUP 16 8 17 8 0 6 7BOARD SEATS GAINED BY ACTIVISTS IN THE U.S.NUMBER OF BOARD SEATS GAINED BY ACTIVIST NOMINEES AT U.S.-BASED COMPANIES BY METHOD & TIME PERIOD.FULL YEAR Q1 YTDMETHOD 2016 2017 2018 2016 2017 2018 2019CONTESTED VOTEMEETINGS 25 26 23 3 6 1 1SEATS WON 27 34 31 3 8 3 0SETTLEMENTSETTLEMENTS 169 118 143 68 49 54 35SEATS WON 244 175 236 96 78 85 53TOTAL SEATS WON 271 209 267 99 86 88 53BOARD-RELATEDOTHER GOVERNANCEM&A-RELATEDBALANCESHEET43%25%14%6%6%5%REMUNERATIONBUSINESS STRATEGYOTHER - 1%PUSHFORM&AOPPOSEM&ASPINOFF/BREAKUP18COMPANIES11COMPANIES7COMPANIES SHAREHOLDER ACTIVISM IN Q1 2019CANADA ACTIVIST TARGETSNUMBER OF CANADA-BASED COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY TIME PERIOD.YEAR FULL YEAR Q1 YTD2013 56 172014 56 192015 70 272016 66 302017 57 182018 75 322019 - 18CANADA OVERVIEW- THE NUMBER OF CANADIAN COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS IN Q1 2019 SLIPPED TO 18, DOWN FROM 32 IN Q1 2018.- CANADIAN COMPANIES FACING PUBLIC IMPACTFUL CAMPAIGNS IN Q1 2019 FELL TO THE LOWEST LEVELS SEEN IN Q1 IN RECENT YEARS.- FIVE CANADIAN BASIC MATERIALS COMPANIES FACED PUBLIC ACTIVIST DEMANDS IN Q1 2019, A RECENT Q1-LOW.2013 2014 2015 2016 2017 2018 2019HOVER: PRIMARY DATAHOVER: PRIMARY DATAIMPACTFUL CAMPAIGNSNUMBER OF CANADA-BASED COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY PRIMARY, PARTIAL, OR OCCASIONAL FOCUSED ACTIVISTS.YEAR FULL YEAR Q1 YTD2013 30 52014 30 62015 38 112016 37 182017 28 72018 38 112019 - 4BASICMATERIALSFINANCIALHEALTHCAREINDUSTRIALCONSUMERGOODSGOODS28%22%11%11%11%6%6%6%UTILITIESLARGECAPMIDCAPSMALLCAPMICROCAPNANOCAP17%22%28%11%22%56 5670665775171927301832182013 2014 2015 2016 2017 2018 201930 30383728385611187114TECHNOLOGYQ1 YTDFULL YEARQ1 YTDFULL YEARSERVICESSHAREHOLDER ACTIVISM IN Q1 2019CANADA CAMPAIGNS- BULLRUN CAPITAL WON FOUR SEATS AT GROWMAX RESOURCES IN THE ONLY CONTESTED VOTE IN CANADA IN Q1 2019.- THE NUMBER OF PUBLIC BOARD-RELATED ACTIVIST DEMANDS MADE IN CANADA FELL TO A RECENT Q1-LOW.- NON BOARD-RELATED GOVERNANCE SHAREHOLDER PROPOSALS MADE AT CANADIAN COMPANIES FELL TO A RECENT Q1-LOW.KEY CANADA CAMPAIGNS LAUNCHED IN Q1 2019*VALUES IN USD AND AS OF MARCH 31, 2019.ACTIVIST COMPANY VALUE OF STAKE* PUBLIC DEMANDS?M&G INVESTMENTS METHANEX $760M YESM&G Investments is seeking four seats on Methanexs board, with concerns about capital allocation and corporate governance.MANGROVE PARTNERS TRANSALTA $99M YESMangrove Partners is calling on TransAltas CEO to provide detailed explanations for a debt issuance to Brookfield Renewable Partners.CRESCENDO PARTNERS STUART OLSON UNDISCLOSED YESCrescendo Partners sent a letter to the board of Stuart Olson in January, seeking board seats and the sale of the company to a third party.TOP CANADA ACTIVISTS IN Q1 2019TOP PRIMARY & PARTIAL FOCUSED ACTIVISTS BY THE NUMBER OF NEW ACTIVIST INVESTMENTS MADE AT CANADA-BASED COMPANIES IN Q1 2019.ACTIVIST NEW INVESTMENTS CAPITAL INVESTED NOTABLE CAMPAIGN(S)MANGROVE PARTNERS 1 $99M TA.TOSANDPIPER GROUP 1 $38M DRA-U.TOHOVER: PRIMARY DATA M&A & BREAKUP ACTIVISM IN CANADANUMBER OF COMPANIES PUBLICLY SUBJECTED TO M&A-RELATED ACTIVIST DEMANDS AT CANADA-BASED COMPANIES BY DEMAND TYPE & TIME PERIOD.FULL YEAR Q1 YTDDEMAND TYPE 2016 2017 2018 2016 2017 2018 2019PUSH FOR M&A 7 8 6 0 2 1 1OPPOSE M&A 6 6 5 2 1 2 1SPINOFF / BREAKUP 0 1 1 0 0 0 0BOARD SEATS GAINED BY ACTIVISTS IN CANADANUMBER OF BOARD SEATS GAINED BY ACTIVIST NOMINEES AT CANADA-BASED COMPANIES BY METHOD & TIME PERIOD.FULL YEAR Q1 YTDMETHOD 2016 2017 2018 2016 2017 2018 2019CONTESTED VOTEMEETINGS 9 8 13 3 2 2 1SEATS WON 8 10 18 0 9 3 4SETTLEMENTSETTLEMENTS 23 15 20 8 2 4 3SEATS WON 31 32 31 11 3 5 4TOTAL SEATS WON 39 42 49 11 12 8 8BOARD-RELATEDOTHER GOVERNANCEREMUNERATIONBALANCEM&A- BUSINESSSHEETRELATEDSTRATEGY41%28%10%7%7%7%PUSHFORM&AOPPOSEM&A1COMPANY1COMPANYSHAREHOLDER ACTIVISM IN Q1 2019EUROPE ACTIVIST TARGETSNUMBER OF EUROPE-BASED COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY TIME PERIOD.YEAR FULL YEAR Q1 YTD2013 114 372014 90 362015 126 432016 163 672017 158 562018 160 412019 - 40EUROPE OVERVIEW- THE NUMBER OF EUROPEAN COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS FELL TO THEIR LOWEST Q1 LEVELS SINCE Q1 2014.- THE NUMBER OF EUROPEAN COMPANIES FACING PUBLIC IMPACTFUL CAMPAIGNS IN Q1 FELL FOR THE FOURTH CONSECUTIVE YEAR.- SMALL CAP COMPANIES MADE UP JUST 13% OF EUROPEAN COMPANIES FACING PUBLIC ACTIVIST DEMANDS IN Q1 2019, A RECENT Q1-LOW.2013 2014 2015 2016 2017 2018 20192013 2014 2015 2016 2017 2018 2019HOVER: PRIMARY DATAHOVER: PRIMARY DATAIMPACTFUL CAMPAIGNSNUMBER OF EUROPE-BASED COMPANIES PUBLICLY SUBJECTED TO ACTIVIST DEMANDS BY PRIMARY, PARTIAL, OR OCCASIONAL FOCUSED ACTIVISTS.YEAR FULL YEAR Q1 YTD2013 83 252014 57 162015 77 212016 101 342017 109 312018 107 282019 - 25FINANCIALSERVICESBASICMATERIALSTECHNOLOGYINDUSTRIALCONSUMERGOODSGOODS33%21%15%10%8%8%5%UTILITIES - 3%LARGECAPMIDCAPSMALL CAPMICROCAPNANOCAP23%23%13%23%18%114901261631581603736436756414083577710110910725162134312825HEALTHCAREQ1 YTDFULL YEARQ1 YTDFULL YEARSHAREHOLDER ACTIVISM IN Q1 2019EUROPE CAMPAIGNS- PUBLIC BOARD-RELATED ACTIVIST DEMANDS MADE UP THE HIGHEST Q1 PROPORTION OF ALL DEMANDS IN EUROPE IN RECENT YEARS.- PROPORTIONALLY, PUBLIC NON BOARD-RELATED GOVERNANCE SHAREHOLDER PROPOSALS IN EUROPE FELL TO A RECENT Q1-LOW.- THREE EUROPEAN COMPANIES FACED PUBLIC DEMANDS TO SPIN OFF OR BREAK UP IN Q1 2019, A RECENT Q1-HIGH.KEY EUROPE CAMPAIGNS LAUNCHED IN Q1 2019*VALUES IN USD AND AS OF MARCH 31, 2019.ACTIVIST COMPANY VALUE OF STAKE* PUBLIC DEMANDS?SHERBORNE INVESTORS BARCLAYS $1.9B YESSherborne Investors nominated Ed Bramson for election to the Barclays board in February.CEVIAN CAPITAL PANALPINA WORLD TRNSPT. $486M YESCevian opposed Ernst Göhner Foundations proposal to remove the 5% cap on voting rights.ELLIOTT MANAGEMENT EDP $417M YESElliott called on EDP to invest in renewables, sell assets, and reject a takeover bid from China Three Gorges.TOP EUROPE ACTIVISTS IN Q1 2019TOP PRIMARY & PARTIAL FOCUSED ACTIVISTS BY THE NUMBER OF NEW ACTIVIST INVESTMENTS MADE AT EUROPE-BASED COMPANIES IN Q1 2019.ACTIVIST NEW INVESTMENTS CAPITAL INVESTED NOTABLE CAMPAIGN(S)ELLIOTT MANAGEMENT 2 $336M RPC.L, INTER.ASCEVIAN CAPITAL 1 $771M CRH.LPETRUS ADVISERS 1 $10M OPHR.LCONSTRUCTIVE CAPITAL 1 UNDISCLOSED TEL.OLHOVER: PRIMARY DATA M&A & BREAKUP ACTIVISM IN EUROPENUMBER OF COMPANIES PUBLICLY SUBJECTED TO M&A-RELATED ACTIVIST DEMANDS AT EUROPE-BASED COMPANIES BY DEMAND TYPE & TIME PERIOD.FULL YEAR Q1 YTDDEMAND TYPE 2016 2017 2018 2016 2017 2018 2019PUSH FOR M&A 8 11 14 2 5 5 6OPPOSE M&A 20 18 9 6 7 4 3SPINOFF / BREAKUP 5 9 11 2 2 1 3BOARD SEATS GAINED BY ACTIVISTS IN EUROPENUMBER OF BOARD SEATS GAINED BY ACTIVIST NOMINEES AT EUROPE-BASED COMPANIES BY METHOD & TIME PERIOD.FULL YEAR Q1 YTDMETHOD 2016 2017 2018 2016 2017 2018 2019CONTESTED VOTEMEETINGS 55 53 45 10 6 3 1SEATS WON 100 82 87 21 10 2 0SETTLEMENTSETTLEMENTS 20 13 22 5 3 3 4SEATS WON 29 21 27 6 7 5 7TOTAL SEATS WON 129 103 114 27 17 7 7BOARD-RELATEDM&A-RELATEDBALANCESHEETOTHERGOVERNANCE50%16%15%9%7%REMUNERATIONBUSINESS STRATEGY - 4%PUSHFORM&AOPPOSEM&ASPINOFF/BREAKUP6COMPANIES3COMPANIES3COMPANIES