Special Situations Digest #15

Oasis Management Company Ltd. disclosed a 9.78% stake in Aeon Financial Service (8570.T), representing 21,136,048 shares. The activist increased its holding from 9.73% through acquisitions including block trades at ¥1,554 and ¥1,544 per share. Oasis intends to make proposals to improve corporate governance and protect shareholder value within the next 12 months. The firm also plans to increase its stake by more than 5% within three months of May 1, 2026, subject to market conditions and regulatory approval.

Ascender Capital Limited filed a large shareholding report disclosing a 5.06% stake in Aidma Holdings (7373.T). The Hong Kong-based investment advisory firm acquired 774,200 shares through on-market purchases between April 17 and May 8, 2026, for an approximate total acquisition cost of ¥991 million. The filing states the holding purpose is to make important proposals and explicitly notes the possibility of making such proposals. Funding for the position was provided through the filer's own capital and fund resources. Iwaita Law Office is acting as the administrative contact for the filing.

JANA Partners Management, LP filed an amended Schedule 13D on May 12, 2026, reporting a reduced stake of 4.99% in Alkami Technology, Inc. (ALKT). The reduction to 5,339,388 shares as of May 8, 2026, was intended to facilitate private negotiations with the board regarding specific value-maximizing opportunities. JANA retains sole voting and dispositive power over its position in the company, which provides cloud-based digital banking solutions for regional and community financial institutions in the U.S. This deliberate move below the 5% reporting threshold suggests an escalation in private engagement potentially involving M&A, board changes, or a go-private push. Calculations are based on 107,019,174 outstanding shares as of March 31, 2026.

Blackstone Inc., through Harvest Fund Advisors, disclosed a 21.1% activist stake in ARKO Petroleum Corp. (ARKO) in a Schedule 13D filed May 12, 2026. The position is valued at approximately $49.1M and includes cash-settled swaps tied to 68,052 shares without voting rights. Blackstone intends to engage with the board and management to evaluate strategic alternatives, including potential mergers, asset sales, joint ventures, and capital structure changes. The filing also notes the potential for pursuing changes to the board or management team. This entry by Blackstone creates a special situation with potential for a full-scale strategic review or extraordinary transaction.

Saba Capital Management, L.P. filed a 13D/A disclosing a non-binding proposal submitted on May 13, 2026, to the Special Committee of Asa Gold & Precious Metals Ltd (ASA) for a potential transaction. Saba Capital holds 5,903,701 common shares, representing a 31.91% stake in the closed-end investment company. The proposal is materially consistent with Saba Capital’s February 19, 2026, submission but includes a new management and incentive fee structure modeled on U.S. listed BDCs with initial fee waivers. ASA’s Special Committee is conducting a process with assistance from financial advisor Cantor Fitzgerald & Co. Saba Capital intends to continue engaging with the committee regarding the potential for a takeover or internalization transaction.

晋文金属株式会社 filed a large shareholding change report disclosing that its stake in Asahi Rubber Inc. (5162.T) has increased to 9.99% from 7.69%. The filer holds 461,200 shares and updated its purpose of holding to include making significant proposals depending on the situation. The position was built through market purchases from March 25 to May 7, 2026, including a 70,000-share off-market block acquired at ¥778 on May 7. Total consideration of ¥305.998 million was funded with ¥212.956 million of own funds and ¥93.042 million in margin loans from Tokai Tokyo Securities. As an aluminum fabrication company, the filer may push for strategic or operational changes at the rubber product manufacturer.

Asuka Pharmaceutical Holdings (4886.T) has formally opposed shareholder proposals from NIPPON ACTIVE VALUE FUND PLC to elect James B. Rosenwald III and Shiro Hayashi as outside directors at the June 24, 2026 AGM. The dissident group holds 21.6% of voting rights and proposed candidates who are Dalton Group executives. The board cited a lack of independence and an MBO-driven agenda, noting a prior threat by the group to launch a partial tender offer for up to 45% of shares if its nominees are rejected. Asuka Pharmaceutical has countered by nominating James Feliciano and announcing a transition to a company structure with an audit committee. The proxy contest remains pending a vote at the upcoming annual meeting.

BlackLine (BL) has formed a strategic committee authorized to explore a potential merger or sale after reaching a settlement with activist investor Engaged Capital. According to reports from March 10, 2026, the committee's formation followed Engaged Capital's push for board changes and strategic alternatives. SAP previously made a $4.5 billion offer for the cloud-based accounting software provider at $66 per share in June 2025, which was rejected. For Q1 2026, BlackLine reported revenue of $183.2 million, up 9.7% year-over-year, and issued full-year revenue guidance of $765 million to $769 million. The strategic review process remains active following the May 5 release of Q1 2026 earnings and non-GAAP operating margin expansion.

Braemar Hotels & Resorts (BHR) largest shareholder, Al Shams Investments, is preparing to nominate an alternative director slate for the 2026 annual meeting and has demanded board changes in a letter to independent directors. The activist contends that Braemar's current strategic review and asset selloff process could trigger a termination payment exceeding $480M to Ashford Inc., an external adviser controlled by Braemar Chair Monty Bennett. Under the advisory agreement, change-of-control provisions are triggered if dispositions exceed 20% of gross asset value in one year or 30% over three years. The potential $480M liability represents nearly the entire market capitalization of the luxury hotel REIT. Braemar recently agreed to sell the Park Hyatt Beaver Creek Resort & Spa for $176M and is currently exploring additional individual asset sales.

SilverCape Investments Limited filed a large shareholding report amendment disclosing an increased stake in Broadband Tower, Inc. (3776.T) from 18.65% to 20.15%. The Cayman Islands-based investment management entity, advised by White & Case LLP, accumulated the position through market purchases between March 31 and May 7, 2026, using approximately ¥2.57 billion in self-funded capital. SilverCape stated its intent to make proposals to the issuer regarding corporate and shareholder value improvement. The filer was established in August 2024 and is represented by Managing Director Kelvin Chiu. Broadband Tower, Inc. provides data center, cloud, and IT infrastructure services in Japan.