13D weekly report - Feb 24, 2025 to Feb 28, 2025

Select Equity Group Urges Signet Jewelers (SIG) to explore Strategic Review and Potential Sale

Key Summary: On February 27, 2025, Select Equity Group (9.7%) expressed that the shares are undervalued and recommended exploring strategic options, including a potential sale. Corvex Management, holding a 7.8% stake in 2014, engaged in constructive discussions, reducing its stake to 4.97% by 2016. Abrams Bison Partners, with a 6% stake in 2016, considered strategic alternatives to maximize shareholder value, later reducing its stake to 3.1% by 2017.

M. Cap: $2.2 billion | Signet Jewelers Limited is a retailer of jewelry, watches and associated services in the United States, Canada and the United Kingdom.                                                                                        

Select Equity Group

On February 27, 2025, Select Equity Group (9.7%) expressed the belief that the shares are undervalued and recommended exploring strategic options, including a potential sale. They sent a letter to the Board on the same day, outlining these concerns. Select Equity Group plans to engage with the Board, management, and other stakeholders to discuss various matters, including sale transactions and alternative strategies aimed at maximizing stockholder value.

Corvex Management

In January 2014, Corvex Management disclosed a 7.8% stake in a company and expressed intentions to discuss business and strategies with management and the Board.

By March 26, 2015, Corvex Management had reduced its stake to 7.2%. They commended the company's newly announced capital allocation policy and expressed interest in continued constructive engagement.

On May 27, 2016, Corvex Management held an 8.3% stake. They supported the company's strategic evaluation of its credit portfolio, announced during its quarterly earnings call on May 26, 2016, and advised for its quick completion.

Corvex Management reduced its stake to 4.97% by December 6, 2016.

Abrams Bison Partners

On September 23, 2016, Abrams Bison Partners disclosed a 6% stake. They stated that they may contact management, the Board, other shareholders, and others regarding alternatives to maximize shareholder value. These alternatives included the strategic evaluation of the credit portfolio and capital structure.

By June 1, 2017, Abrams Bison Partners had reduced its stake to 3.1%

Vision One Fund Criticizes Ingevity (NGVT) Board, Proposes Governance Changes and Strategic Shift

Key Summary: On February 25, 2025, Vision One Fund LP criticized Ingevity's Board for poor performance, proposed exiting the Performance Chemicals segment, and nominated four individuals for the Board to potentially raise the share price to $124. On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company. 

Market Cap: $1.7 billion| Ingevity Corporation manufactures and sells specialty chemicals and activated carbon materials in North America, the Asia Pacific, Europe, the Middle East, Africa, and South America. 

Vision One Fund

On February 25, 2025, Vision One Fund LP issued a presentation regarding the company criticizing the current Board for poor capital allocation, ineffective leadership, and underperformance, which has led to significant financial losses and a decline in shareholder value. Vision One proposed new governance safeguards, such as appointing a Lead Independent Director, implementing director term limits, and enabling stockholders to call special meetings, believing these changes would improve oversight, accountability, and corporate strategy. The fund also suggested simplifying the company’s portfolio by exiting the Performance Chemicals segment and focusing on the Performance Materials segment, which it believes could unlock significant shareholder value, potentially raising the share price to $124. Additionally, Vision One nominated four individuals—Julio C. Acero, Courtney R. Mather, Dr. Merri J. Sanchez, and F. David Segal—for the Ingevity Board ahead of the annual shareholder meeting.

Inclusive Capital Partners

On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company. Source

Ranbir Singh Raises Concerns Over Performance and Governance at Navitas Semiconductor Corp (NVTS)

Key Summary: On February 27, 2025, Ranbir Singh (13.45%), a key stockholder since the 2022 GeneSiC acquisition, raised concerns over the company's declining performance. He served as Executive VP until November 2024 and has been a Board member since. On February 20, 2025, he began discussions with fellow Board members to address leadership and governance issues.

Market Cap: $444 million| Navitas Semiconductor Corporation designs, develops, and markets gallium nitride power integrated circuits, silicon carbide, associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.   

On February 27, 2025, Ranbir Singh (13.45), a significant stockholder since the company's acquisition of GeneSiC Semiconductor in 2022, has expressed growing concerns over the company's declining performance. He served as Executive VP until November 2024 and has been a Board member since then. On February 20, 2025, Dr. Singh began engaging with fellow Board members to discuss improving leadership and corporate governance, hoping to resolve his concerns through ongoing dialogue. Source

Starboard Value reaches agreement with Fortrea Holdings (FTRE)

Key Summary: Starboard Value, owning a 5% stake, announced on October 17, 2023, plans to drive margin improvements and enhance shareholder value, highlighting the company's attractive valuation compared to peers. They suggested a substantial upside potential of approximately 60% to 144% in share price. As of January 31, 2025, Starboard Value is considering director nominations, indicating ongoing strategic evaluation. On February 21, 2025, the company announced the appointment of Erin L. Russell as an independent member of its Board. This appointment follows a cooperation agreement with Starboard

Market Cap: $1.3 billion| Fortrea Holdings Inc. provides clinical development and patient access solutions to the life sciences industry.  

On October 17, 2023, Starboard Value (5%) announced its plans to push for changes that could boost margins among other initiatives aimed at share-price appreciation. It stated that the company trades at an attractive valuation relative to peers considering the margin improvement potential. Also, it opines that there is significant share price ~60% to ~144% upside potential at the company. Source

On January 31, 2025, Starboard Value stated that it is currently evaluating whether to nominate directors.

On February 21, 2025, the company announced the appointment of Erin L. Russell as an independent member of its Board. This appointment follows a cooperation agreement with Starboard

Arbutus Biopharma Corporation (ABUS) Announces Leadership Changes and Board Reduction

Key Summary: On May 9, 2024, Whitefort Capital Management (6.8%) urged the Board to enhance the company's value by ending the ATM program and exploring HBV portfolio options. On February 21, 2025, Roivant's CEO, Matthew Gline, requested the resignation of all members of the Issuer's Board, reducing it from seven to five members. Lindsay Androski was appointed President and CEO, alongside Gline and Bishop, to serve until the 2025 Annual General Meeting.

Market Cap: $653 million | Arbutus Biopharma Corporation, a biopharmaceutical company, develops novel therapeutics for chronic Hepatitis B virus (HBV) infection in the United States. 

Roivant Sciences

On February 21, 2025, Roivant's CEO, Matthew Gline, requested the resignation of all members of the Issuer's Board of Directors, which was accepted. The Board was then reduced from seven to five members, with Lindsay Androski, Robert Alan Beardsley, Joseph Bishop, Matthew Gline, and Anuj Hasija appointed to serve until the 2025 Annual General Meeting. Lindsay Androski, a Roivant Sciences employee, was named the new President and CEO, alongside Gline and Bishop. In 2018, Roivant and Arbutus Biopharma formed Genevant Sciences, a joint venture focused on RNA-based therapeutics using Arbutus' proprietary delivery technologies. Roivant contributed $37.5 million to Genevant, and Arbutus retained rights to its Hepatitis B delivery platforms, receiving royalties on future sales of Genevant's products. Source

Whitefort Capital Management

On May 9, 2024, Whitefort Capital Management (6.8%) expressed to the Board that the current share price doesn't reflect the company's true value, urging termination of the ATM program and exploration of strategic options for the HBV portfolio. They aim to cooperate with the Board and engage with shareholders on these matters. Source

On May 17, 2024, Whitefort Capital Management issued an open letter to the shareholders, advocating for strategies to maximize company value. They emphasized the potential billions in value from Arbutus’ patent infringement claims against Moderna and Pfizer/BioNTech. The firm urged Arbutus to halt any further share issuances and planned to vote against increasing share allocations under the company's incentive plan. Furthermore, Whitefort suggested that Arbutus should conduct a strategic review of its Hepatitis B virus portfolio by the end of the year, including exploring potential licensing and collaboration agreements.

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.

On February 27, 2025, Ancora Holdings Group, LLC has urged the Board to postpone the 2025 AGM amidst ongoing uncertainty regarding litigation over the blocked sale to Nippon Steel Corporation. Emphasizing shareholder concerns and support for delaying the meeting until clarity on the deal's future emerges, Ancora contends that proceeding with the election while promoting hopes of reviving the transaction would be seen as a move to entrench current leadership. Source

Engaged Capital to Nominate Directors at 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

Market Cap: $1 billion| 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

ESL Partners Urges Board to Pursue Sale of Lands’ End (LE) to Maximize Shareholder Value

Key Summary:  On February 24, 2025, ESL Partners (55.3%) sent a letter to the Board urging them to consider selling the company to maximize shareholder value.

Market Cap: $390 million | Lands' End, Inc. operates as a digital retailer of apparel, swimwear, outerwear, accessories, footwear, home products, and uniform in the United States, Europe, Asia, and internationally.

On February 24, 2025, ESL Partners (55.3%) sent a letter to the Board urging them to consider selling the company to maximize shareholder value. Despite recent operational improvements under Andrew McLean's leadership, the stock price had declined significantly, trading at $11 per share from $20 per share in October 2024. Lampert believed a strategic sale to a well-capitalized buyer could unlock substantial value through synergies and integration. He offered to support the Board in identifying buyers but warned of pursuing an independent sale of his stake if a full-company sale was not pursued.

Stilwell nominated a Board candidate to Peoples Financial Corporation (PFBX)

Key Summary: On September 26, 2024, Joseph Stilwell (13.7%) criticized management for not maximizing shareholder value. On January 27, 2025, he nominated Stewart F. Peck for election to the 2025 AGM board. By February 28, 2025, Stilwell filed proxy materials to support his nominee.

Market Cap: $90 million | Peoples Financial Corporation operates as the bank holding company for The Peoples Bank that provides banking, financial, and trust services to government entities, individuals, and small and commercial businesses in Mississippi.

On September 26, 2024, Joseph Stilwell (13.7%) stated his belief that management and the directors have ill served the shareholders, and the company should explore all possibilities to maximize shareholder value. Source

On January 27, 2025, Joseph Stilwell announced his intention to nominate Stewart F. Peck for election to the Board at the 2025 AGM. Source

On February 28, 2025, Joseph Stilwell filed proxy materials seeking support for his nominee.

Past

Joseph Stilwell, a significant shareholder, consistently advocated for maximizing shareholder value through various means from November 2020 to April 2022, though his board nominees were not successful. His holdings increased to 11.2% by July 2022. In January 2023, with an 11.7% stake, Stilwell nominated Rodney H. Blackwell for directorship and criticized the management and board for nepotism and poor bond purchases overseen by Chevis Swetman's son, Tanner. Despite his efforts, his nominee was not elected to the board at the April 26, 2023 AGM.

On January 25, 2023, Joseph Stilwell (11.3%) announced that he served his notice of intent to nominate Rodney H. Blackwell for election as director at the company's upcoming annual meeting, with Stewart F. Peck as the alternate nominee. Also, Stilwell stated his belief that management and the directors have ill served the shareholders, and the company should explore all possibilities to maximize shareholder value. Source

On March 16, 2023, Joseph Stilwell filed proxy materials seeking support for his nominee.

On March 23, 2023, Joseph Stilwell sent a letter to the shareholders expressing his concerns that the company suffers from a toxic brew - nepotism, weak oversight, and a lack of competence in management. He stated that in the last year alone, the Company lost over $6 per share because of inept bond purchases overseen by Chevis Swetman’s son, Tanner. Somehow or other, Tanner was promoted to COO.

On April 12, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.

On April 19, 2023, Joseph Stilwell (11.7%) filed proxy materials seeking support for his nominee and issued a letter (refer, "Exhibit 20") to the shareholders expressing his concerns over the performance of the management and board.

At the AGM held on April 26, 2023, Stilwell's nominee was not elected to the board by the shareholders.

On January 22, 2024, Joseph Stilwell (12.7%) announced his intent to nominate Stewart F. Peck for election to the Board at the 2024 AGM. Source

On March 1, 2024, Joseph Stilwell filed proxy materials seeking support for his nominee.

On March 12, 2024, Joseph Stilwell mailed a letter to the stockholders seeking vote for his nominee.

On April 1, 2024, Joseph Stilwell mailed a letter to the stockholders raising concerns regarding the company's Chairman, President, and CEO, Chevis Swetman, regarding his stewardship and the decline in shareholder value over the last quarter-century. Despite this decline, Swetman's compensation has remained substantial, including significant benefits from employee and director benefit plans.

At the AGM held on April 29, 2024, Stilwell's nominee was not elected to the Board.

BML Criticizes Aadi Bioscience, Inc (AADI) for Rejecting Kraken’s Offer and Urges Shareholder Rejection of Proposals

Key Summary:  On December 31, 2024, BML Investment Partners (9.9%) opposed the proposed PIPE transaction, criticizing the Board for not pursuing a full company sale or asset liquidation that could have delivered over $5 per share. Instead, the Board chose "AADI 2.0," acquiring a $44 million preclinical portfolio and issuing 41.7 million shares at $2.40, giving PIPE investors 61% ownership. BML called this deal unfair and destructive to shareholder value. On January 30, 2025, BML sent a letter to the Board, and on February 3, 2025, demanded to inspect the company's records, citing concerns over the sale's financial detriment. On February 24, 2025, BML criticized the Board for rejecting Kraken’s $5.48 per share offer and urged shareholders to vote against the proposals, claiming they harmed shareholder value.

Market Cap: $67 million | Aadi Bioscience, Inc., a biopharmaceutical company, engages in developing and commercializing precision therapies for genetically defined cancers with alterations in mTOR pathway genes. 

On December 31, 2024,  BML Investment Partners  (9.9%) opposes the proposed PIPE transaction. While BML supports the $100 million FYARRO sale proceeds, they criticize the Board for not pursuing a full company sale or liquidating remaining assets, which could have delivered over $5 per share, a 100% return. Instead, the Board opted for "AADI 2.0," acquiring a $44 million preclinical ADC portfolio and issuing 41.7 million shares and warrants at $2.40 per share, giving PIPE investors 61% ownership despite contributing only 41.3% of capital. BML deems this deal unfair, destructive to shareholder value, and a breach of fiduciary duty. They advocate for either selling the company or returning FYARRO proceeds to legacy shareholders before pursuing the ADC strategy at a more reasonable valuation. Source

On January 30, 2025, BML Investment Partners  sent a letter to the Board indicating its belief that the proposed transactions are not in the best interests of shareholders.

On February 3, 2025, BML Investment Partners sent a certified letter to the Board demanding to inspect the Company’s books and records, citing concerns over the decision to forgo a beneficial sale in favor of a conflicted, financially detrimental financing agreement and the sale of its main asset, while securing management's job and compensation.

On February 24, 2025, BML Investment Partners criticized the Board for rejecting a $5.48 per share acquisition offer from Kraken in favor of a $100 million asset sale and diluting shareholders by over 60% through the issuance of new shares at $2.40 each. They urged shareholders to vote against the proposals, claiming they harmed shareholder value. Source