13D weekly report - Apr 28, 2025 to May 02, 2025

Trium Capital Rejects Acelyrin (SLRN)-Alumis Merger, Urges Liquidation Instead

Key Summary: On April 29, 2025, Trium Capital opposes the Acelyrin-Alumis merger, citing undervaluation, flawed process, ignored alternatives, and conflicts of interest. They believe liquidation offers better value and urge a vote against the deal.

Market Cap: $247 million| Acelyrin, Inc., a clinical biopharma company, focuses on identifying, acquiring, and accelerating the development and commercialization of transformative medicines.

On April 29, 2025, Trium Capital LLP stated that it opposes the Acelyrin-Alumis merger, calling it value-destructive as it offers shareholders less than Acelyrin’s cash value. They argue liquidation would yield higher returns, criticize the biased and flawed deal process, highlight conflicts of interest, and note better offers were dismissed. Trium urges shareholders to vote against the merger. Source

Engaged Capital reaches agreement with Portillo's Inc (PTLO)

Key Summary: On August 15, 2024, Engaged Capital (9.9%) announced ongoing talks with the Board to unlock value through optimizing restaurant performance, improving cash returns, enhancing governance, and exploring a potential sale. On February 28, 2025, they proposed nominating directors with recent restaurant operations and marketing expertise at the upcoming annual meeting. On March 3, 2025, Engaged Capital (8.6%) nominated two independent candidates. On April 28, 2025, Engaged Capital entered into a Cooperation Agreement with the company to appoint a new director possessing relevant restaurant industry experience following the company's 2025 Annual Meeting

Market Cap: $669 million| Portillo's Inc. owns and operates fast casual restaurants in the United States.                                                                                   

On August 15, 2024, Engaged Capital (9.9%) announced its ongoing communication with the Board and management to unlock the business's intrinsic value. This includes optimizing restaurant performance, improving cash returns at the restaurant level, enhancing corporate governance, and possibly exploring a company sale. Source

On February 28, 2025, Engaged Capital stated its belief that the company and its stockholders would benefit from adding directors with recent restaurant operations and marketing expertise. They plan to nominate such candidates for election to the Board at the upcoming annual meeting. Source

On March 3, 2025, Engaged Capital (8.6%) nominated two independent candidates, Charlie Morrison and Nicole Portwood, for election to the Board at the 2025 Annual Meeting. Morrison, former CEO of Wingstop, delivered a ~760% return for shareholders, while Portwood, a former CMO of Tito’s Handmade Vodka, brings extensive marketing expertise. Source

On April 28, 2025, Engaged Capital entered into a Cooperation Agreement with the company to appoint a new director possessing relevant restaurant industry experience following the company's 2025 Annual Meeting. Source

Engine Capital Nominates Directors to Push for Change at Lyft (LYFT)

Key Summary: On April 16, 2025, Engine Capital, owning ~1%, nominated Alan L. Bazaar and Daniel B. Silvers for election to the board

Market Cap: $4.6 billion | Lyft, Inc. operates a peer-to-peer marketplace for on-demand ridesharing in the United States and Canada.

On April 16, 2025, Engine Capital, owning ~1%,  nominated Alan L. Bazaar and Daniel B. Silvers for election to the board, citing years of value destruction, weak governance, and underperformance versus Uber. Engine criticized the board’s founder control, shareholder dilution, and poor capital allocation, and said private engagement failed as the board refused to consider its nominees. It is now pursuing a proxy contest to drive shareholder-led change. Source

On April 29, 2025, Engine Capital, owning ~1% of Lyft, released a presentation urging boardroom changes due to poor governance and capital allocation, including a dual-class structure, staggered board, excessive dilution, and an underutilized $831M cash position. It recommends a $750M share buyback, elimination of the dual-class setup, and de-staggering the board. Engine nominated Alan L. Bazaar and Daniel B. Silvers to replace Sean Aggarwal and Betsey Stevenson, citing the nominees’ strong board experience and value creation track records.

Impactive Capital Plans to Vote Against Three Directors at WEX Inc (WEX)

Key Summary: On March 6, 2025, Impactive Capital (6.7%) announced it has started discussions with the board and management regarding the company’s performance and governance, including adding a shareholder representative to the Board. On May 2, 2025, Impactive Capital announced it will vote against three directors

Market Cap: $4.2 billion | WEX Inc. operates a commerce platform in the United States and internationally.

On March 6, 2025, Impactive Capital (6.7%) stated that it has initiated discussions with the  board and management concerning the company's operational and share price performance, along with specific corporate governance issues such as appointing a shareholder representative to the Board. Source

On May 2, 2025, Impactive Capital announced it will vote against three directors—Jack VanWoerkom, Melissa Smith, and James Neary—at the 2025 annual meeting, citing long-term underperformance, lack of accountability, and the Board’s refusal to add shareholder representation. Impactive criticized WEX’s strategic oversight and widening gap in performance compared to peer Corpay, despite having similar starting points. Source

H Partners Releases Presentation Outlining Urgent Need for Leadership Change at Harley-Davidson (HOG)

Key Summary: H Partners Management disclosed an 8% stake in Harley-Davidson in December 2021, raising concerns about executive compensation, governance, and Board composition, which led to a cooperation agreement in February 2022 and the appointment of H Partners’ Jared Dourdeville to the Board and key committees. However, on April 5, 2025, Dourdeville resigned, citing serious concerns over leadership and performance, following a letter urging the resignation of the CEO, Chairman, and a Director due to sustained underperformance and a call for new leadership to regain stakeholder trust and drive value.

Market Cap: $2.7 billion | Harley-Davidson, Inc. manufactures and sells custom, cruiser, and touring motorcycles. 

H Partners Management

On December 16, 2021, H Partners Management disclosed a 8% active stake in the company and expressed its concerns regarding certain features of the company’s executive compensation structure, corporate governance practices and Board composition. To address these concerns, H Partners has recently engaged, and expect to continue to engage, in discussions with the Board regarding suggestions aimed at improvements to align the company with the best interests of shareholders, including the addition of a representative to the Board. Source

On February 3, 2022, the company entered into a cooperation agreement with H Partners Management (8.2%) and pursuant to it, Jared Dourdeville, a Partner at H Partners, has joined the Harley-Davidson Board of Directors. Mr Dourdeville has also been appointed to the Human Resources Committee and the Nominating and Corporate Governance Committee

On April 5, 2025, Jared Dourdeville, a Partner at H Partners submitted his resignation, citing serious concerns about the company’s leadership and performance. The move follows an April 1, 2025 letter urging the resignations of CEO Jochen Zeitz, Chairman Tom Linebarger, and Director Sara Levinson due to continued underperformance versus the S&P 500 and peers. Though once supportive of Zeitz’s vision, the resigning member now calls for new leadership to restore stakeholder trust and unlock value. Source

On April 16, 2025, H Partners (9.1%) issued an open letter urging shareholders to vote WITHHOLD on the re-election of CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson at the 2025 annual meeting. Citing poor performance, absentee leadership, and entrenched governance, H Partners called for Zeitz’s immediate removal, board reconstitution, and the appointment of an external CEO. They launched www.FreeTheEagle.com to mobilize support and provide campaign updates.

On April 23, 2025, H Partners issued an investor presentation titled “Free The Eagle: The Urgent Need for Leadership Change at Harley-Davidson,” urging leadership change at Harley-Davidson. They criticized CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson for shareholder value destruction, weak execution, and poor governance. H Partners called on shareholders to vote “WITHHOLD” on these directors at the May 14, 2025 Annual Meeting, advocating for new leadership and an external CEO to revitalize the company. H Partners projects significant upside, suggesting Harley could recapture past valuations, targeting a $150+ share price (7x current levels), referencing its 2006 market cap of $19.2 billion versus $2.6 billion in 2024.

On April 29, 2025, H Partners released a rebuttal presentation titled “Free the Eagle” to counter Harley-Davidson’s April 25 presentation, accusing the company of misleading shareholders and downplaying financial underperformance under CEO Jochen Zeitz, Presiding Director Thomas Linebarger, and long-serving director Sara Levinson. As a 9.1% shareholder, H Partners urges investors to vote “WITHHOLD” on the BLUE proxy card to unseat the three directors at the May 14, 2025 annual meeting and restore performance and accountability.

Impala Asset Management

On March 18, 2010, Impala Asset Management (2%) announced that it has filed preliminary proxy materials in connection with its nomination of two director candidates for election to the Board at the 2020 annual meeting of shareholders. Source

On March 27, 2020, the company entered into a settlement agreement with Impala. The agreement provides that one new director will be appointed to the Board after the 2020 Annual Meeting.

SAIF Partners Seeks Board Overhaul via Special Shareholders' Meeting at Sinovac Biotech Ltd (SVA)

Key Summary: On March 18, 2025, SAIF Partners IV L.P. (15%) submitted a requisition to remove certain directors and elect nine new nominees, including Shan Fu, Vivo Capital's designee since 2018. Vivo Capital, aligned with SAIF's requisition, plans to vote in favor and take action to reinstate Mr. Fu after his exclusion from the company's new board announced on February 28, 2025. On March 25, 2025, Advantech Capital (8.14%) stated that it intends to vote in favor of SAIF Partners' proposals at any scheduled meeting. On April 23, 2025, Vivo Capital announced lawsuits against Sinovac’s 1Globe-controlled Board for actions including resisting shareholder meetings, threatening to cancel 16% of stock (including Vivo’s), appointing 1Globe affiliates, and excluding Vivo’s board representative. On April 28, 2025, SAIF Partners IV L.P., through Cede & Co., requisitioned a special shareholders' meeting to remove three directors

Market Cap: $642 million | Sinovac Biotech Ltd. is a China-based leading biopharmaceutical company that focuses on the research, development, production, and commercialization of vaccines that protect against human infectious diseases..

On March 18, 2025, SAIF Partners IV L.P. (15%) submitted a requisition to the board requesting a special shareholders' meeting to (i) remove directors David Guowei Wang, Pengfei Li, and Jianzeng Cao, along with any others appointed without shareholder approval after February 8, 2025, and (ii) elect nine new nominees to the board. Source

On February 28, 2025, the company announced a new Board of Directors that excluded Mr. Shan Fu, Vivo Capital's (8.2%) designee since 2018, despite requests for his inclusion. Vivo Capital intends to take action to reinstate Mr. Fu and has aligned with SAIF Partners IV L.P.'s March 18, 2025 requisition to remove certain directors and elect new nominees, including Mr. Fu. Vivo Capital plans to vote in favor of SAIF's proposals and continue collaborating with other shareholders to influence the management, board, and corporate structure. Source

On March 25, 2025, Advantech Capital (8.14%) stated that it intends to vote in favor of SAIF Partners' proposals at any scheduled meeting. Source

On April 1, 2025, the company suggested that the new Board may challenge the validity of the Advantech Capital’s shares and exclude them from a planned cash dividend. In response, the Advantech Capital took steps to protect their rights, including requesting on April 9, 2025, to join an arbitration filed by Vivo Capital in March 2025 at the Hong Kong International Arbitration Centre, seeking confirmation of their entitlements. Source

On April 23, 2025, Vivo Capital issued a press release announcing it has filed multiple lawsuits against the current Board, controlled by activist investor 1Globe Capital, alleging value-destructive actions including resisting shareholder meetings, threatening to cancel 16% of common stock held since 2018 (including Vivo’s stake), appointing 1Globe affiliates, and excluding Vivo’s board representative. These actions triggered the resignation of Sinovac’s independent auditor Grant Thornton, citing unreliable board resolutions, delaying Sinovac’s NASDAQ relisting (halted since 2019) and risking compliance with U.S. securities laws. Vivo seeks to replace the board via a shareholder meeting and has initiated legal proceedings to challenge the board’s actions and uphold shareholder interests.

On April 28, 2025, SAIF Partners IV L.P., through Cede & Co., requisitioned a special shareholders' meeting to remove three directors—David Guowei Wang, Pengfei Li, and Sven H. Borho—and any others appointed after February 8, 2025 without shareholder approval, and to elect 10 new nominees to the board. Source

ADAR1 Demands Keros Therapeutics (KROS)Reopen Board Nominations, Citing Governance Breaches

Key Summary: On April 11, 2025, ADAR1 Capital called Keros undervalued but questioned the viability of KER-012 and KER-065, urging strategic actions like buybacks, cuts, asset sales, or liquidation, estimating value at $40–$50 per share. They are in talks with management and may revise their investment. On April 17, 2025, Pontifax Management entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. On April 24, 2025, ADAR1 Capital demanded Keros Therapeutics' Board waive the nomination deadline, accusing directors of breaching fiduciary duties through actions including launching a strategic review after poor trial results, adopting a poison pill, and signing a restrictive agreement with Pontifax.

Market Cap: $579 million | Keros Therapeutics, Inc., a clinical-stage biopharmaceutical company, develops and commercializes novel therapeutics for patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta family of proteins in the United States.

On April 11, 2025, ADAR1 Capital Management (13.3%) stated its belief that Keros shares are undervalued but raised concerns about the viability of KER-012 and KER-065. They urged the company to consider strategic options, including a buyback, workforce cuts, asset sales, or liquidation, estimating potential value of $40–$50 per share. They are engaging with management and may alter their investment based on developments. Source

On April 17, 2025, Pontifax Management (11.8%) entered into a Letter Agreement with the company, under which the Board agreed to nominate Mr. Nussbaum, Mary Ann Gray, and Alpna Seth for election at the 2025 Annual Meeting. Source

On April 24, 2025, ADAR1 Capital Management demanded that the Board waive or amend the expired nomination deadline, citing recent board actions as breaches of fiduciary duties intended to entrench current directors. Specifically, ADAR1 highlighted the Board's initiation of a strategic review potentially leading to a sale, adoption of a poison pill, and execution of a standstill agreement with Pontifax restricting alternative board nominations. ADAR1 threatened litigation or a "vote no" campaign against certain directors if the Board fails to provide at least a ten-day window for alternative nominations and to cease enforcing the standstill provisions. Source

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Key Summary: On March 28, 2025, Special Opportunities Fund, Inc. filed proxy materials soliciting votes for four proposals: electing independent directors, ratifying Deloitte & Touche LLP as Tejon’s auditor for 2025, abstaining on executive compensation approval, and supporting a shareholder proposal for 10% shareholders to call a special meeting. On April 18, 2024, Nitor Capital Management expressed concerns about Tejon Ranch's performance and management. They aim to reform leadership, compensation, and capital allocation for shareholder value. Tejon Ranch's assets are valued at $1.2 billion, far above the stock price. At the May 14, 2024 AGM, shareholders re-elected all current directors to the Board. Directors opposed by Nitor Capital received approximately 30% withheld votes.

Market Cap: $431 million | Tejon Ranch Co., together with its subsidiaries, operates as a diversified real estate development and agribusiness company

Special Opportunities Fund, Inc.

On March 28, 2025, Special Opportunities Fund, Inc. filed proxy materials soliciting votes for four proposals: electing independent directors Andrew Dakos, Phillip Goldstein, and Aaron T. Morris, ratifying Deloitte & Touche LLP as Tejon’s auditor for 2025, abstaining on executive compensation approval , and supporting a shareholder proposal to allow holders of 10% of shares to call a special meeting. Source

On April 8, 2025, Special Opportunities Fund, Inc. criticized the company for decades of poor stock performance, arguing management’s promises have failed to deliver value to shareholders. They proposed electing three independent directors to improve capital allocation, executive pay alignment, transparency, and expense control—aiming to close the gap between TRC’s stock price and its intrinsic value. Source

On May 1, 2025, Special Opportunities Fund, Inc stated that it seeks to elect three new board members, arguing the stock significantly undervalues intrinsic value. Bulldog criticizes current management's planned $3.35 million spending to retain their positions, calling for immediate action on capital allocation, executive compensation, transparency, and cost control to boost earnings, cash flow, and close the valuation gap. Source

Nitor Capital Management

On April 18, 2024, Nitor Capital Management LLC (1.75%) issued a letter to the shareholders, expressing concerns about the company's underperformance and management practices. Despite owning approximately 1.75% of Tejon Ranch's shares, they felt the company's assets were undervalued and management had failed to deliver returns to stockholders. They criticized the board's lack of action and misaligned compensation incentives for executives. Nitor intended to withhold votes for certain board members and opposed executive compensation approval at the upcoming Annual Meeting. They emphasized the need for changes in leadership, compensation structure, and capital allocation to unlock the company's potential and deliver value to stockholders.

Valuation insight

Tejon Ranch's valuable income-producing assets and industrial development rights generate over $100 million in recurring annual revenues and $30 million in annual cash flows. Nitor Capital Management estimates these assets to be worth $700 million, or $26 per share. When factoring in additional assets like land, water, and farmland, they believe the total value exceeds $1.2 billion, nearly three times the current stock price.

At the May 14, 2024 AGM, shareholders re-elected all current directors to the Board. Directors opposed by Nitor Capital received approximately 30% withheld votes.