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Table of Contents
The Strategic Organizing Center nominated Board candidates to Starbucks Corporation
Irenic Capital Management initiated active stake in Reservoir Media
Value Base proposed a director candidate to SHL Telemedicine Ltd
Peter J. Nolan reaches agreement with Limoneira Company
Forager Fund reaches agreement with Delta Apparel, Inc
Universal Electronics and Toro 18 Holdings reaches agreement
MCI Capital, LC and Iowa City Capital Partners filed a compliant seeking access to StarTek records
Carl C. Icahn Issues Open Letter to Stockholders of Illumina
Paragon Technologies seeks shareholder support at Ocean Power Technologies
Madryn Asset Management Opposes SomaLogic's Proposed Merger with Standard BioTools Inc.
Focused Compounding Calls for Special Shareholder Meeting and Proposes Significant Bylaw Revisions
Flat Footed Urges Diversified Healthcare Trust to Reconsider AlerisLife Sale and Repurchase Option
INITIATED
The Strategic Organizing Center nominated Board candidates to Starbucks Corporation
Market Cap: $107 billion | Starbucks Corporation, together with its subsidiaries, operates as a roaster, marketer, and retailer of coffee worldwide.
· On December 19, 2023, The Strategic Organizing Center (SOC) nominated three director candidates for election to the board at the 2024 AGM of shareholders. Source
· On December 20, 2023, The Strategic Organizing Center (SOC) commented on recent labor-related actions by the company. While Starbucks has made statements about improving relations with employees, the SOC believes the true impact will depend on the Board's actions. They see the recent flurry of activity as an acknowledgment of the Board's past mistakes. Starbucks' own report points out governance issues during union organizing. The National Labor Relations Board (NLRB) has accused Starbucks of unlawfully closing stores. The SOC believes their director candidates can improve human capital management and engage with regulators. Source
Irenic Capital Management initiated active stake in Reservoir Media
Market Cap: $453 million | Reservoir Media, Inc. operates as a music publishing company.
On December 20, 2023, Irenic Capital Management (5.1%) stated its belief that the company's securities are undervalued and wants to engage with the Board and management to explore ways to increase shareholder value. Source
Value Base proposed a director candidate to SHL Telemedicine Ltd
Market Cap: $118 million | SHL Telemedicine Ltd., together with its subsidiaries, develops and markets personal telemedicine solutions in Israel, Europe, and internationally.
On December 14, 2023, Value Base (8.6%) sent a letter to the Board proposing Mr. Nouberger as a candidate for election to the Board for the upcoming AGM. Source
BOARD SEAT/ AGM RESULTS
Peter J. Nolan reaches agreement with Limoneira Company
Market Cap: $352 million | Limoneira Company operates as an agribusiness and real estate development company in the United States and internationally.
Background
On October 6, 2023, Peter J. Nolan (5.6%) stated his belief that the company's Common Stock was undervalued and had general discussions with the management and board of directors, other stockholders of the company, and other interested parties that related to governance, board composition, business, operations, cost structure, management, assets, capitalization, financial condition, strategic plans, and the future of the company. Source
Update
On December 15, 2023, Limoneira and Peter J. Nolan entered into a Cooperation Agreement and pursuant to it, Mr. Nolan will join the Board from January 1, 2024, until the 2026 Annual Meeting of Stockholders.
Forager Fund reaches agreement with Delta Apparel, Inc
Market Cap: $51 million | Delta Apparel, Inc., through its subsidiaries, designs, manufactures, sources, and markets activewear and lifestyle apparel products in the United States and internationally.
Background
On October 11, 2023, Forager Fund (4.9%) sent a letter to the company, stating its intention to nominate four directors for election at the 2024 AGM. Source
Update
On Decebmer 14, 2023, Forager Fund entered into a cooperation agreement with the company and pursuant to it, the company agreed to appoint Timothy Brog as a new independent director on the Board, to serve for an initial term expiring at the 2024 Annual Meeting. The Company also agreed to include Mr. Brog among the Company’s slate of director nominees for election at the 2024 Annual Meeting. Forager also agreed to withdraw its notice of shareholder nomination of individuals for election as directors at the 2024 Annual Meeting. Source
Universal Electronics and Toro 18 Holdings reaches agreement
Market Cap: $107 million| Universal Electronics Inc. designs, develops, manufactures, and sells pre-programmed and universal control products, audio-video (AV) accessories, and intelligent wireless security and smart home products for video services, consumer electronics, security, home automation, climate control, and home appliance markets.
On December 21, 2023, the company and Toro 18 Holdings LLC (11.9%) entered a cooperation agreement. According to the agreement, the company will appoint Mr. Singer as a director until the 2024 Annual Meeting. Mr. Singer will also be included in the company's director nominee slate for the 2024 Annual Meeting.
ONGOING
MCI Capital, LC and Iowa City Capital Partners filed a compliant seeking access to StarTek records
Market Cap: $175 million | StarTek, Inc., a business process outsourcing company, provides customer experience, digital transformation, and technology services in various markets.
Background
On August 10, 2023, MCI Capital, LC and Iowa City Capital Partners, LC (7.5%) sent a letter to the Board expressing concerns about an offer from CSP Management Limited to acquire the company at $3.80 per share. They believe this price undervalues the company, citing CSP's prior attempts at higher prices. They suggest an independent fairness opinion and call for measures to protect minority stockholders' interests. While supportive of the take-private concept, they find the current price and process unreasonable.
Update
On December 14, 2023, MCI Capital, LC and Iowa City Capital Partners, LC filed a Verified Complaint in Delaware's Chancery Court seeking access to the Company's records to investigate potential misconduct by directors and officers. Source
Carl C. Icahn Issues Open Letter to Stockholders of Illumina
Market Cap: $20 billion | Illumina, Inc. develops, manufactures, and markets life science tools and integrated systems for large-scale analysis of genetic variation and function.
Background
· On March 13, 2023, Carl Icahn (1.4%) sent a letter to the shareholders alleging that the management team and the board of directors of the company had wiped out $50bn of value at the world’s biggest genome sequencing company through the “ill-advised” purchase of Grail for $8bn in 2021. He said his investment group would nominate three directors to the board at the upcoming annual shareholding meeting, who he argued could bring a “badly needed dose of sanity” to the boardroom.
· On March 15, 2023, Carl C. Icahn released an open letter to the shareholders responding to the obfuscations contained in the company's recent press release and comments to analysts.
· On March 24, 2023, Carl C. Icahn issued an open letter to the shareholders, regarding the commencement of an immediate investigation into the massive value destruction caused by the reckless decision by the board of directors to close the GRAIL acquisition over the objections of European antitrust regulators. Source
· On March 30, 2023, Carl C. Icahn issued an open letter to the shareholders in response to Illumina’s statement concerning his supposedly “confidential” settlement discussions. Moreover, Icahn sought the replacement of Francis deSouza, CEO and John Thompson, Chairman. Icahn also brought up DeSouza's divorce proceedings in which a judge apparently questioned his credibility and testimony.
· On April 3, 2023, Carl C. Icahn released an open letter to the shareholders expressing his dissatisfaction regarding CEO compensation.
· On April 5, 2023, Carl C. Icahn released an open letter to the shareholders reiterating his concerns.
· On April 11, 2023, Carl C. Icahn issued a presentation pushing for spinoff of the company's Grail liquid biopsy unit and replace CEO. Also he urged the shareholders to vote for his nominees.
· On April 21, 2023, Carl C. Icahn released an open letter to the shareholders reiterating his concerns.
· On April 27, 2023, Carl C. Icahn released an open letter to the shareholders reiterating his concerns.
· On May 1, 2023, Carl C. Icahn released an open letter to the shareholders reiterating his concerns.
· On May 8, 2023, Carl C. Icahn released an open letter to the shareholders reiterating his concerns.
· On May 15, 2023, Carl C. Icahn released an open letter to the shareholders stating that ISS has recommended that shareholders vote AGAINST sitting Chairman John Thompson and FOR Icahn Nominee Andrew Teno. Also Glass Lewis has recommended that shareholders vote for two of Carl Icahn's nominees to the board
· On May 19, 2023, Carl C. Icahn released an open letter to the shareholders reiterating his concerns.
· At the AGM held on May 25, 2023, shareholders elected the incumbent directors to the board.
Update
On December 18, 2023, Carl C. Icahn issued an open letter to the shareholders discussing three main goals at the company; (i) Removal of prior Chairman John Thompson and CEO Francis deSouza, which has been accomplished, (ii) Encouraging Illumina to divest GRAIL, which is now happening after a 75% decline in share price, (iii) The goal to remove legacy conflicted directors due to their history of misdeeds and reckless decision-making.
Paragon Technologies seeks shareholder support at Ocean Power Technologies
Market Cap: $21 million | Ocean Power Technologies, Inc. develops and commercializes proprietary systems that generate electricity by harnessing the renewable energy of ocean waves in North America, South America, Europe, and Asia..
Background
· On July 7, 2023, Paragon Technologies (3.9%) provided a letter to the stockholders with respect to its views regarding the Company’s financial condition and the performance of the board. It expressed its concerns about the company's ongoing cash burn and lack of a coherent plan for profitability. It highlighted the company's history of net losses since its inception in 1994, declining share price, failed commercialization efforts, and high operating expenses. Paragon intends to provide a slate of director nominees with the aim of reducing losses, addressing the cash burn, and implementing a go-to-market strategy to create profitable operations at the company.
· On July 14, 2023, Paragon Technologies (4%) expressed its concerns about alleged wrongdoing and mismanagement by the board and management. It has requested access to the company's records and will pursue litigation if the board does not comply. Furthermore, it stated that it may make binding or non-binding stockholder proposals or may nominate one or more individuals as nominees for election to the board. Source
· On July 17, 2023, Paragon sent an Inspection Demand to the company, requesting access to the company's books and records for the purpose of investigating apparent wrongdoing and/or mismanagement by the Board and/or management. Source
· On July 27, 2023, Paragon filed a complaint in the Delaware Court of Chancery to enforce for inspecting Company's books and records.
· On August 2, 2023, Paragon Technologies, Inc. issued a press release regarding the company, demanding clear explanations from the board on how the company will fund operations beyond July 31, 2024.
· On August 11, 2023, Paragon Technologies (4%) calls on the company to REFRAIN from ALL future equity share sales that will dilute shareholders and immediately announce a significant cost cutting plan to demonstrate the Board’s commitment to protecting shareholder value. Source
· On August 25, 2023, Paragon demands corporate governance adherence and shareholder value enhancement, urging to:
o Reinstate the Company’s bylaws to their original form prior to Paragon’s calling out the Company’s worsening financial performance
o Terminate the Company’s poison pill and grant Paragon its limited waiver
o Allow Paragon, as is Paragon’s right as a shareholder, to examine the Company’s books and records
o Reconstitute its Board to appoint Paragon’s directors to the Company’s Board.
· On August 25, 2023, Paragon Technologies notified its intent to nominate five directors for the company's board at the 2023 annual meeting. On August 29, 2023, Paragon Technologies submitted a second request for an exemption related to the "Section 382 Tax Benefits Preservation Plan" adopted by the company's board on June 29, 2023, limiting ownership to 19.9% of the company's outstanding shares. The company's board has not responded to these exemption requests. Source
· On October 9, 2023, Paragon Technologies stated that it has initiated legal action against the board and CEO for alleged breach of fiduciary duties. They sought to appoint three directors to the board and requested an exemption from poison pill provision. Paragon criticized the management for self-serving actions and misleading statements. Source
· On October 20, 2023, the Delaware Court of Chancery ruled in favor of Paragon Technologies (OTC PINK:PGNT), ordering Ocean Power Technologies (OPT) to provide Paragon with certain books and records for an investigation. Paragon had made a books and records demand on July 17, 2023, which OPT initially refused, leading to litigation. During the trial, Paragon raised concerns about OPT's financial losses, expenses, and director/officer compensation, as well as actions by OPT's board seemingly aimed at interfering with Paragon's efforts to elect new directors. The Court found that Paragon had a credible basis to suspect wrongdoing and rejected OPT's claim of an improper motive for the demand. Sham Gad, Chairman of Paragon, expressed satisfaction with the decision and urged OPT to work constructively with shareholders. Source
· On October 24, 2023, Paragon Technologies sent a letter to the independent directors of the company, raising concerns about recent decisions made by the board. The letter questioned whether the actions taken by the directors are in the best interest of shareholders and suggests that these actions may be aimed at preventing certain director candidates from being presented to shareholders. Paragon highlights several actions, including the adoption of new by-laws, the implementation of a poison pill, engagement of multiple law firms and a proxy defence firm, and the refusal to provide access to company records. Paragon calls for transparency and questions the board's spending decisions in light of OPT's financial situation.
· On November 13, 2023, Paragon Technologies notified the Company that Robert J. Tannor notified them of his withdrawal as a nominee, due to health reasons that he is still recovering from, for election to the Company’s board of directors at the Company’s 2023 AGM. Paragon Technologies intends to proceed to nominate the four other candidates previously notified to the Company. Source
· On November 17, 2023, a Delaware Chancery Court ruling and evidence suggest a gap between OPT's public statements and financial reality. Paragon calls on OPT to implement a substantial cost-cutting plan and cease issuing equity to safeguard shareholder interests. Source
· On November 28, 2023, Paragon Technologies filed proxy materials seeking support for its nominees.
· On November 30, 2023, the Delaware Court of Chancery denied Paragon's request for injunctive relief filed on October 9, 2023. As a result, Paragon's nominations and exemption request remain rejected, and they cannot nominate their candidates for the OPT Board at the 2023 Annual Meeting. Source
· On December 4, 2023, Paragon Technologies stated that it intends to move forward with its election contest at the Company’s 2023 annual meeting of shareholders (scheduled by the Company to be held on January 31, 2024) and intends to nominate its four director candidates at the annual meeting. Source
· On December 11, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source
Update
On December 18, 2023, Paragon Technologies reiterated its concerns and urges shareholders to vote for its nominees. Source
Madryn Asset Management Opposes SomaLogic's Proposed Merger with Standard BioTools Inc.
Market Cap: $400 million | SomaLogic, Inc. operates as a protein biomarker discovery and clinical diagnostics company in the United States.
Background
On December 12, 2023, Madryn Asset Management (4.2%) sent a letter to the shareholders regarding the proposed merger of SomaLogic with Standard BioTools Inc. In the letter, Madryn expresses its belief that the proposed merger is not in the best interests of the company's stockholders and solicits proxies from stockholders to vote "AGAINST" the merger at the upcoming Special Meeting scheduled for January 4, 2024. Source
Update
On December 18, 2023, Madryn Asset Management launched a website, www.NoSomaLogicMerger.com, to communicate with the stockholders of the company. Source
Nierenberg Investment Management commends on potential growth and improved performance at Potbelly Corporation
Market Cap: $315 million | Potbelly Corporation owns and operates Potbelly Sandwich Works sandwich shops in the United States.
Background
Nierenberg Investment Management Company
On July 21, 2022, Nierenberg Investment Management Company (9.4%) stated its belief that the market is far from recognizing the Company’s rapidly improving unit and corporate economics, its substantial potential profitability increase from franchising, the quality and experience of the Company’s management and board, its brand, and unique positioning. Source
Valuation insight
Nierenberg Investment Management views the Company as a coiled spring that could become as much as a 10X for its shareholders over the next decade. Using a 10% discount rate, Nierenberg Investment Management estimates that this $5 stock could be worth $17.77 today; with a 15% discount rate, it could be worth $10.03 today, double where it is right now.
If the Company were to use future free cash flow to freeze its share count at 29M, Nierenberg Investment Management could envision EPS climbing to over $2.00 in 10 years. With profitable, growing franchisors valued at 20X earnings and 3X revenues, Nierenberg Investment Management could see the Company’s share price rise to about $40-60 in 10 years, the midpoint being 10X where it is today.
On August 7, 2023, Nierenberg Investment Management restated its 13D that the Company's strong performance post their July SC 3D filing justifies an update to reflect increased company value and a request for opportunistic repurchase of 8M shares over 9 years. It anticipates a 7-9 times share price increase to $69-86 by 2032, indicating enhanced confidence in leadership, governance, strategy, and execution compared to last year.
Nierenberg Investment Management outlined a projection based on high franchising success for the company over the next nine years. Retaining 300 company-owned shops after refranchising 80, they estimate an annual shop revenue growth of 5%, potentially reaching almost $2.1M per shop by 2032. With this, the corporate level revenue could grow to $842M, pre-tax profit to $141M, and post-tax profit to around $99M. Nierenberg Investment Management suggests that with efficient cost reduction and the elimination of unnecessary debt, the company's annual EPS could potentially increase by $0.13. It recommends a share buyback plan to reduce the share count by 21% over nine years, estimating a potential share price rise to $68.80 to $86.00 based on P-E ratios.
Nierenberg Investment Management's suggested actions for the company include:
o Clear existing borrowings while maintaining a prudent line of credit.
o Thoroughly review all corporate level costs for potential savings.
o Utilize free cash flow to decrease the share count from 29.3 million to 23 million.
o Encourage insiders to invest in shares.
Update
On December 21, 2023, Nierenberg Investment Management stated that it was pleased with the company's ongoing value creation, including improving customer traffic, shop profitability, and positive EBITDA growth. The acceleration of the franchising strategy and increased investor confidence are noteworthy. It recommends paying off the debt, considering share repurchases, and reducing corporate-level costs to maximize long-term profitability. These actions, combined with potential savings, could significantly benefit Potbelly's earnings per share and long-term growth prospects, making it an attractive opportunity for investors. Source
Top of Form
Past
180 degree capital corp
On June 29, 2020, 180 Degree Capital Corp disclosed 8.6% and stated that the stock price performance on a relative basis to its competitors has been dreadful. It further stated, " 180 supports the recent additions to the composition of the Board of Directors, including the appointment of Joe Boehm as Interim Lead Independent Director. 180 encourages the Board to execute on any and all steps that are necessary to enhance value for all shareholders." Source
Vann A. Avedisiantrust
· On March 1, 2020, Vann A. Avedisiantrust delivered a notice to the company nominating four candidates for election to the Board at the 2020 annual meeting of shareholders. Source
· On May 10, 2020, the company entered into a Settlement Agreement with Vann A. Avedisiantrust and pursuant to it, the company (i) increased the size of the Board from eight to ten members, (ii) appointed David J. Near and Todd W. Smith (Vann A. Avedisiantrust representatives) to the Board, and (iii) appointed David J. Near to the Compensation Committee of the Board and Todd W. Smith to the Nominating and Corporate Governance Committee of the Board.
GrizzlyRock Capital
· On October 26, 2017, GrizzlyRock Capital disclosed 5.3% and requested that the company disclose all material steps undertaken by J.P Morgan in its role as the company's financial advisor. It stated that it had sought and will continue to seek an opportunity to meet with the management team and Board of Directors to engage in constructive and value-enhancing dialogue. Source
· On March 1, 2019, GrizzlyRock Capital reduced its stake to 2.6%.
Privet Fund
· On February 7, 2018, Privet Fund delivered a letter to the company nominating four candidates for election to the Board at the 2018 annual meeting of stockholders.
· On April 12, 2018, the company entered into a Settlement Agreement with Privet Fund and pursuant to it, the company (i) expanded the size of the Board from nine members to ten members, (ii) appointed Ben Rosenzweig, Partner of Privet Fund Management, to the Board and (iii) appointed Ben Rosenzweig to the Compensation Committee of the Board. The Board also agreed to include Mr. Rosenzweig in the Company’s slate of nominees for election to the Board at the Company’s 2018 Annual Meeting of Stockholders.
Focused Compounding Calls for Special Shareholder Meeting and Proposes Significant Bylaw Revisions
Market Cap: $24 million | Parks! America, Inc., through its subsidiaries, engages in acquiring, developing, and operating local and regional theme parks and attractions in the United States.
Focused Compounding Fund
Background
On January 28, 2020, Focused Compounding Fund disclosed 17.01% and sent a letter to the Board seeking discussions with the management, Board and representatives of the company.
Update
On December 22, 2023, Focused Compounding (38.5%) demanded a special shareholder meeting from the Company. The meeting will address five proposals: (i) Repealing certain provisions of the Bylaws to restore them to their 2012 form if amended before the proxy solicitation is complete, (ii) Removing all seven members of the Board as per Section 4.9(a) of the Bylaws, (iii) Amending Section 4.7 of the Bylaws regarding vacancies on the Board, (iv) Electing new Board members, Andrew Kuhn, Geoff Gannon, and James Ford, and (v) Authorizing Focused Compounding Fund to adjourn the meeting if needed for the proposed changes. Source
Past
Nicholas A. Parks
· On January 30, 2019, Nicholas A. Parks (12.06%) entered into discussions with a private equity firm to discuss strategic options involving the company’s stock. Mr. Parks stated that he wishes to continue such discussions in hopes of the following:
To purchase additional shares of the outstanding stock.
To have an active role in company decisions in order to maximize shareholder value.
· On September 23, 2019, Nicholas A. Parks (6.28%) stated that he believes the company should,
Acquire a scalable business in order to grow the company’s revenue over time. If unable to identify appropriate acquisitions, to return capital to shareholders via a special dividend or by purchasing its own stock
· On January 28, 2020, Nicholas A. Parks entered into a Stock Purchase Agreement with Focused Compounding Fund, LP for the sale of 4,110,000 shares of Common Stock. As a result of the closing of the transactions, Nicholas A. Parks beneficially own approximately 2.00% of the outstanding Common Stock. Source
Marlton Wayne
· On December 17, 2018, Marlton Wayne (5.04%) sent a letter to the Board noting its concerns that the company’s public equity trades below its intrinsic value and offering potential solutions to substantially increase stockholder value. In the letter, Marlton outlined a proposed change in capital allocation and corporate governance that they believe is needed to put the company on a path that will reward stockholders:
o Return of capital of $1,500,000 through either a Special Dividend of $0.0201 per share representing 13.8% of the market capitalization based on the current share price of $0.1451 or a Modified Dutch Auction Tender.
o Forming a Special Committee of Independent Board Members to explore all strategic alternatives to maximize stockholder value, including the disbursement of a Special Dividend, Modified Dutch Auction Tender and/or the sale of the company.
· On January 14, 2019, Marlton Wayne (5.04%) sent a letter reiterating its concerns that the company’s current capital allocation strategy and corporate governance are causing the company’s equity to trade at a significant discount. to the Board.
· On July 22, 2019, Marlton Wayne (5.04%) delivered a letter to the company demanding the inspection of certain of the company’s books and records
Flat Footed Urges Diversified Healthcare Trust to Reconsider AlerisLife Sale and Repurchase Option
Market Cap: $860 million| Diversified Healthcare Trust is a real estate investment trust, or REIT, focused on owning high-quality healthcare properties located throughout the United States.
Background
· On May 23, 2023, Flat Footed LLC (7.4%) delivered a letter to the Board expressing its strong opposition to the company’s proposed merger with Office Properties Income Trust and its intention to vote against the Proposed Merger.
· On June 12, 2023, D. E. Shaw (6.1%) stated that it has delivered a private letter to the Board expressing opposition to the company's proposed merger with Office Properties Income Trust, its intention to vote against the Proposed Merger, and its request that the Board pursue superior alternative actions. Source
· On June 14, 2023, Flat Footed LLC (9.8%) filed proxy materials soliciting votes against the company’s proposal to approve the proposed merger between the company and Office Properties Income Trust at the upcoming special meeting of shareholders
· On June 28, 2023, Flat Footed LLC filed proxy materials urging shareholders to vote “AGAINST” the DHC Merger Proposals. Source
· On June 30, 2023, H/2 Special Opportunities (6.2%) delivered a letter to the Chairman of the Board expressing concerns about the proposed merger. It believes that the merger is not in the best interests of the company, its shareholders, or its creditors. The letter suggests that there are alternative solutions to address the company's near-term challenges, such as refinancing the 2024 debt maturities through bank lender financings, bondholder financings, asset sales, or bondholder consents. H/2 Special Opportunities stated that it is interested in participating in these alternatives and is currently working on an updated proposal to resolve the company's 2024 debt maturities.
· On July 14, 2023, D. E. Shaw (5.85) filed a presentation setting forth its opposition to the proposed merger.
· On July 19, 2023, Flat Footed (9.8%) responds to the growing shareholder opposition to the proposed merger with Office Properties Income Trust (OPI). It expresses encouragement that fellow shareholders share their concerns about the value-destructive nature of the merger. It mentions that significant shareholders, including D.E. Shaw and H/2 Capital Partners, have also opposed the deal and proposed alternative solutions. FFL criticizes the company for canceling meetings, removing the Special Meeting date from the latest proxy amendment, and resorting to fear-mongering tactics to garner support for the deal.
· On July 27, 2023, Flat Footed (9.8%) filed proxy materials, reiterating its stance and stated that the company has rescheduled its special meeting for August 30, 2023. Source
· On August 1, 2023, Flat Footed issued an Investor Presentation titled “The Case for Voting AGAINST the Proposed DHC-OPI Merger”
· On August 14, 2023, ISS and Glass Lewis recommend shareholders vote AGAINST the proposed merger with Office Properties Income Trust at the Company’s upcoming Special Meeting of Shareholders on August 30, 2023. Source
· On August 21, 2023, Egan-Jones recommended that shareholders vote AGAINST the proposed merger with Office Properties Income Trust. Source
· On September 1, 2023, the company and Office Properties Income Trust announced that they have mutually agreed to terminate their previously announced merger agreement dated April 11, 2023, pursuant to which OPI had agreed to acquire all outstanding common shares of DHC. Accordingly, the companies have cancelled their respective Special Meetings of Shareholders scheduled for September 6, 2023. Source
· On September 18, 2023, Flat Footed sent a letter to the Board, expressing its belief that the company would benefit from a better alignment of interests with its outside manager, The RMR Group, to promote targeted asset sales for liquidity improvement. Source
Update
On December 19, 2023, Flat Footed (9.8%) sent a letter to the Board expressing concerns about selling a stake in AlerisLife to ABP Acquisition 2 LLC, controlled by the Managing Trustee, and waiving defaults in the agreement without apparent consideration. It questioned the Board's analysis for not repurchasing AlerisLife at $1.31/share, citing undervaluation, depressed 2023 EBITDA projections during acquisition, and the need for influence. It strongly urged the company to exercise its AlerisLife repurchase option by December 31, 2023. Source