13D weekly report - Feb 10, 2025 to Feb 14, 2025

Kent Lake Partners Opposes Quanterix (QTRX) - Akoya Merger

Key Summary: On February 13, 2025, Kent Lake Partners opposed Quanterix's proposed acquisition of Akoya Biosciences, stating it is not in stockholders' best interests.

Market Cap: $399 million | Quanterix Corporation, a life sciences company, engages in development and marketing of digital immunoassay platforms.

On February 13, 2025, Kent Lake Partners delivered a letter to stockholders, expressing its belief that Quanterix's proposed acquisition of Akoya Biosciences, Inc. is not in the best interests of stockholders. Kent Lake Partners stated that if the Quanterix Board proceeds with the merger, it is prepared to take decisive action, including mobilizing shareholders to vote against the deal and nominating directors for the Quanterix Board at the 2025 Annual Meeting.

Hale Capital Partners initiated discussions with Vislink Technologies, Inc. (VISL)

Key Summary: On February 12, 2025, Hale Capital Partners initiated discussions with the company.

Market Cap: $6 million | Vislink Technologies, Inc. provides solutions for collecting live news, sports, entertainment, and news events for the broadcast markets in North America, South America, Europe, Asia, and internationally. 

On February 12, 2025, Hale Capital Partners (12%) stated that it has engaged and expects to continue to engage in conversations with the board and its management regarding Board composition and corporate governance. Source

HMI Capital entered a cooperation agreement with nCino, Inc (NCNO)

Key Summary: On February 9, 2025, HMI entered a cooperation agreement with the Issuer to appoint Mr. Nyweide to the Board as a Class II director and nominate him for re-election at the 2025 annual meetings.

Market Cap: $3.9 billion | nCino, Inc., a software-as-a-service company, provides cloud-based software applications to financial institutions in the United States and internationally.

On February 9, 2025, HMI entered a cooperation agreement with the company, which includes appointing Mr. Nyweide to the Board as a Class II director and nominating him for re-election at the 2025 annual stockholder meetings.

TruBridge, Inc (TBRG) announces two directors to join its board as a part of Cooperation Agreements with Pinetree Capital and Ocho Investments

Key Summary: On November 5, 2024, Pinetree Capital Ltd (14.99%) discussed corporate governance improvements with the Board and management, proposing enhanced Board composition for shareholder representation, better alignment of executive compensation, and improved capital allocation. On Feb 12, 2025, the company announced two directors to join its Board as a part of Cooperation Agreements with Pinetree Capital and Ocho Investments

Market Cap: $398 million | TruBridge, Inc. provides healthcare solutions and services for community hospitals, clinics, and other healthcare systems in the United States and internationally.

On November 5, 2024, Pinetree Capital Ltd (14.99%) engaged in discussions with the Board and management, proposing improvements to corporate governance practices, enhancing Board composition to include shareholder representation, aligning executive compensation appropriately, and improving capital allocation. Source

On December 18, 2024, Pinetree Capital Ltd stated that it  has collaborated with the Board on a director assessment process, and had proposed sending a term sheet detailing potential cooperative terms, including recommendations for enhancing corporate governance and Board composition. Source

On February 11, 2025, the company announced cooperation agreements with Pinetree Capital Ltd. and Ocho Investments LLC. Through these agreements, TruBridge expanded its board of directors by appointing Jerry Canada and Dris Upitis as independent directors. The agreements include initiatives like declassifying the board and terminating the stockholder rights plan, indicating a strategic move to enhance operational effectiveness and growth.

Ancora Issues Letter to U.S. Steel’s (X) Board of Directors Following Failed Attempts to Resurrect the Dead Nippon Transaction

Key Summary: On January 27, 2025, Ancora Holdings has nominated a new Board slate with Alan Kestenbaum as CEO to replace U.S. Steel's leadership.

Market Cap: $8.7 billion | United States Steel Corporation produces and sells flat-rolled and tubular steel products primarily in North America and Europe.

On January 27, 2025, Ancora Holdings stated that it has nominated a majority slate of independent directors for the 2025 U.S. Steel Board, proposing industry veteran Alan Kestenbaum as CEO to replace David Burritt. Ancora criticizes the Board's decision to pursue a risky sale to Nippon Steel, which was blocked by a Presidential Executive Order, and argues that the Board's actions and Burritt's leadership have hindered U.S. Steel's financial health and performance. The slate's plan includes revamping leadership, halting unnecessary spending, and focusing on a public market turnaround. Ancora aims to restore U.S. Steel's operations, protect key facilities, and drive shareholder value without pursuing further sale talks. Source

On February 10, 2025, Ancora Holdings issued a letter to U.S. Steel’s Board, urging them to abandon efforts to resurrect the Nippon sale following President Trump’s reaffirmation that the deal is dead. Ancora criticized CEO David Burritt for wasting time and resources on the failed merger, and called for the immediate collection of the $565 million termination fee from Nippon. They proposed Alan Kestenbaum and an independent slate of directors to lead a revitalization of the company through a multibillion-dollar investment plan, emphasizing the importance of prioritizing shareholder interests and avoiding further losses from Burritt’s failed leadership.

QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply’s (BECN) 2025 Annual Meeting

Key Summary: QXO, Inc. has proposed acquiring Beacon Roofing Supply for $124.25 per share in cash, a $11 billion deal offering a 37% premium. Despite board resistance, QXO remains committed, citing shareholder value and secured financing, and plans to file a proxy statement to nominate directors at Beacon's 2025 meeting. On February 12, 2025, QXO, Inc. announced it will propose a slate of 10 independent director nominees for election at 2025 AGM to replace its current board.

Market Cap: $7.4 billion| Beacon Roofing Supply, Inc., together with its subsidiaries, engages in the distribution of residential and non-residential roofing materials, and complementary building products to contractors, home builders, building owners, lumberyards, and retailers in the United States and Canada.

·         On January 15, 2025, QXO, Inc. proposed acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, valuing the deal at $11 billion and offering a 37% premium over Beacon's 90-day unaffected share price. Despite board resistance, QXO remains committed, citing shareholder value, secured financing, and readiness to proceed. It highlights Beacon's underperformance and challenges with its Ambition 2025 goals. QXO also plans to file a proxy statement and WHITE universal proxy card with the SEC to nominate directors at Beacon's 2025 stockholders' meeting.  Source

·         On February 6, 2025, QXO, Inc. criticized Beacon Roofing Supply's rejection of its $124.25 per share all-cash offer, representing a 37% premium over Beacon’s 90-day average stock price. QXO emphasized that its offer provides certainty, a significant cash premium, and quick closure without regulatory or financing risks. QXO also questioned Beacon’s delay in releasing 2028 financial projections and urged the company to let shareholders decide on the offer. The tender offer is valid until February 24, 2025, with no financing or due diligence conditions. Source

·         On February 10, 2025, QXO, Inc. criticized Beacon Roofing’s Board for misleading shareholders and misrepresenting its performance. QXO’s $124.25 per share offer provides a significant premium over Beacon’s stock, which has underperformed its peers. QXO questioned Beacon’s delayed projections and pointed out insider sales below the offer price. With no competing offers, QXO urges the Board to allow shareholders to decide, with the offer expiring on February 24, 2025. Source

·         On February 12, 2025, QXO, Inc. announced it will propose a slate of 10 independent director nominees for election at 2025 AGM to replace its current board. QXO's tender offer of $124.25 per share for all of Beacon's outstanding shares is open until February 24, 2025, and has received antitrust clearance in the U.S. and Canada. QXO plans to solicit proxies to elect the new directors at the upcoming meeting. Source

TAFE Raises Governance and Operational Concerns on AGCO Corporation (AGCO)

Key Summary: On September 30, 2024, TAFE issued an open letter to shareholders voicing concerns over the company’s governance, capital allocation, and operational issues. On February 11, 2025, TAFE criticized AGCO's poor financial performance, costly acquisitions, and integration issues, including a $354 million goodwill impairment and Seth Crawford’s departure. TAFE withdrew its shareholder proposal, citing AGCO’s resistance to governance improvements and calling for stronger board oversight.

Market Cap: $7.1 billion | AGCO Corporation manufactures and distributes agricultural equipment and related replacement parts worldwide.

·         On September 30, 2024, TAFE released an open letter to shareholders expressing concerns about the company’s governance, capital allocation, and operational issues. TAFE criticized the Board for ignoring its suggestions, leading to declining financial performance and market share in the agricultural machinery sector. It called for immediate reforms, including the addition of independent directors, the formation of a Strategic Transformation Committee, and separating the roles of Chairman and CEO for better accountability. Source

·         On February 11, 2025, TAFE criticized AGCO’s poor financial performance and strategic decisions, highlighting long-term underperformance and costly acquisitions without returns. They pointed to undisclosed metrics and a $354 million goodwill impairment from the PTx Trimble acquisition, alongside the departure of Seth Crawford, suggesting integration issues. TAFE withdrew its shareholder proposal, citing AGCO’s resistance to governance improvements and calling for stronger board oversight. Source

Past

On November 12, 2020, Tractors and Farm Equipment Limited (TAFE), holding 16.2% of shares, emphasized the importance of sound governance policies for effective Board oversight and shareholder value creation, advocating for the separation of the Chair and CEO roles to improve governance practices. TAFE expressed intentions to submit a stockholder proposal on this separation, reiterating its concerns on November 24 and again on December 4, stressing that it was essential for governance standards and Board independence during CEO succession. Source

On February 17, 2021, TAFE's Ms. Srinivasan highlighted insufficient progress in refreshing the Board and called for the appointment of three new directors and a change in the lead independent director. By March 2, 2021, TAFE expressed deeper concerns about the company's weakening competitive position and reiterated the need for a comprehensive Board refresh through the election of independent directors with relevant expertise.

ISS, Glass Lewis and Egan-Jones Recommend Matthews International (MATW) Shareholders Vote Barington Capital’s GOLD Proxy Card “FOR” ALL of Barington Capital’s Nominees

Key Summary: On December 10, 2024, Barington Capital Group (2%) called for replacing Matthews International CEO Joseph Bartolacci over 18 years of underperformance, nominating three directors for the 2025 Board. It urged divestments, focusing on Memorialization, boosting cost cuts to $80M, reducing debt, and improving governance to unlock shareholder value. On January 8, 2025, Matthews International agreed to sell SGK Brand Solutions to an SGS & Co entity. Barington Capital, which pushed for this move since 2022, welcomed the sale after a $266.2 million write-down.

Market Cap: $767 million | Matthews International Corporation provides brand solutions, memorialization products, and industrial technologies worldwide. 

·         On December 10, 2024, Barington Capital Group (2%) has urged the company to replace CEO Joseph Bartolacci, citing prolonged underperformance during his 18-year tenure. Barington has nominated three directors for the 2025 Board election and outlined recommendations, including divesting underperforming segments, focusing on high-potential businesses like Memorialization, increasing cost reductions to $80M, reducing debt, and enhancing corporate governance with experienced directors and a declassified Board. Barington believes these actions, coupled with new leadership, are essential to unlocking Matthews' long-term shareholder value. Source

·         On December 19, 2024, Barington Capital Group filed proxy materials seeking support for its nominees

·         On January 2, 2025, Barington Capital Group filed proxy materials seeking support for its nominees

·         On January 8, 2025, the company has entered into a definitive agreement to sell its SGK Brand Solutions segment to a newly formed entity created by SGS & Co affiliates, which will merge SGK with SGS. Barington Capital welcomed the decision to sell the underperforming SGK Brand Solutions, a move it has advocated since 2022. Barington noted the sale, following a $266.2 million write-down, came only after its push for management and Board changes. Source

·         On January 21, 2025, Barington Capital issued a press release and a letter to Matthews International shareholders, urging them to vote for its director nominees—Ana Amicarella, Chan Galbato, and James Mitarotonda.

·         On January 21, 2025, Barington Capital issued a presentation  expressing its views on the company.

·         On January 28, 2025, Barington Capital announced that Egan-Jones recommended Matthews International shareholders vote "FOR" all of Barington’s director nominees at the upcoming Annual Meeting. Egan-Jones also advised withholding votes for Matthews’ current nominees and rejecting the company’s other proposals. Source

·         On February 7, 2025, Barington Capital announced that ISS has recommended that shareholders vote on the GOLD proxy card “FOR” the election of ALL of Barington’s highly skilled director nominees scheduled to be held February 20, 2025. Source

·         On February 10, 2025, Barington Capital announced that Glass Lewis, a leading proxy advisory firm, joined ISS and Egan-Jones in recommending Matthews International shareholders vote the GOLD proxy card “FOR” all of Barington’s director nominees

Gate City Capital Management's Proposal for Board Declassification and Annual Elections at Intrepid Potash (IPI)

Key Summary: On January 14, 2025, Gonzalo Avendano of Clearway Capital Management LLC was appointed to the Board following a Cooperation Agreement with the company. On December 20, 2024, Gate City Capital Management (6.37%) urged the Board to address underperformance by adopting measures such as returning 75% of free cash flow to shareholders, cutting costs to 2019 levels, improving governance, aligning management incentives, and halting acquisitions until profitability stabilizes. On February 6, 2025, Gate City Capital Management (5.97%) proposed eliminating the classified board structure and moving to annual elections for all directors.

Market Cap: $337 million| Intrepid Potash, Inc., together with its subsidiaries, engages in the extraction and production of the potash in the United States and internationally. 

Clearway Capital Management LLC

On January 14, 2025, Gonzalo Avendano, an investment advisor at Clearway Capital Management LLC, was appointed to the Board. The appointment follows a Cooperation Agreement between Clearway Capital and the company.

Gate City Capital Management

·         On December 20, 2024, Gate City Capital Management (6.37%) sent a letter to the Board outlining concerns about the company's historical underperformance due to issues like a lack of focus, non-core projects, high costs, inconsistent shareholder returns, and outdated governance. Gate City Capital proposes value-enhancing measures, including returning 75% of free cash flow to shareholders, repurchasing shares from a key shareholder, reducing costs to 2019 levels, adopting governance best practices, aligning management incentives with shareholder value, and avoiding acquisitions until profitability improves.

·         On February 6, 2025, Gate City Capital Management (5.97%) sent a letter to the Board proposing that it take all necessary steps to eliminate the classified structure and transition to annual elections for all directors

Marlton Partners nominated Board candidates to 180 Degree Capital Corporation (TURN)

Key Summary:  On December 17, 2024, Marlton Partners criticized TURN’s -37.3% NAV decline since 2017 and a 26% NAV discount, urging governance changes and nominating three directors to prioritize shareholder value at the Annual Meeting. On January 27, 2025, Marlton Partners, holding 4.6% of 180 Degree Capital (TURN), urged the Board to engage with Source Capital’s merger offer, stressing the need to address TURN’s underperformance and discount to net asset value. On February 11, 2025, Marlton Partners nominated three independent candidates for the TURN Board

Market Cap: $40 million | 180 Degree Capital Corp. is a publicly owned corporate pension plan sponsor. 

·         On December 17, 2024, Marlton Partners issued an open letter to shareholders highlighting the company's underperformance under CEO Kevin Rendino, with a -37.3% decline in NAV since 2017 compared to significant gains in its benchmarks. The fund’s persistent 26% discount to NAV represented over $12.5M in unrealized shareholder value, and Marlton’s proposal for a Discount Management Program, including a Conditionally Triggered Tender Offer, was dismissed by TURN’s leadership. Marlton criticized TURN’s governance, citing lack of accountability, absentee oversight, and management’s failure to return capital to shareholders despite facilitating NAV exits for other investors. Marlton nominated three independent director candidates to drive change, narrow the NAV discount, and prioritize shareholder-focused governance, urging TURN shareholders to act at the upcoming Annual General Meeting. Source

·         On January 27, 2025, Marlton Partners and its affiliates urged the Board of 180 Degree Capital Corporation (NASDAQ: TURN) to engage with Source Capital (NYSE: SOR) regarding its proposed merger, citing a market valuation that exceeds TURN's current stock price and market capitalization. Marlton, owning approximately 4.6% of TURN's outstanding stock, emphasized shareholder desire to eliminate the trading discount shown by Source's offer valuing TURN at 101% of its net asset value per share. Marlton reiterated their nomination of three director candidates for TURN's Board, stressing the need for the Board to maximize shareholder value amidst TURN's underperformance and significant discount to NAV. Source

·         On February 11, 2025, Marlton Partners, holding criticized the Board's proposed merger with Mount Logan and rejection of a higher offer from Source Capital. Marlton raised concerns about the loss of investor protections and the lack of shareholder options to tender at NAV. They called for transparency, accountability, and for the Board to prioritize shareholder interests. Marlton also nominated three independent candidates for the TURN Board. Source