Special Situations Digest #12

Plantro submitted notice for three nominees for election to the board of Ag Growth International Inc. per its April 23, 2026 release (nominee names had not been disclosed at filing), formally initiating a proxy contest aimed at gaining board-level influence to oversee a sale process of the company. No stake size, offer price, or specific financial demands have been disclosed. A contested board election with an explicit mandate to pursue a sale process creates a clear value-realization path. Plantro's stake size and level of broader shareholder support are undisclosed, leaving the outcome of the proxy vote uncertain; without a majority, the nominees fail and management retains full control.

Align Partners Asset Management increased its activist stake in Coway (021240.KS) from 5.07% (3,590,395 shares) to 5.30% (3,750,764 shares) as of April 17, 2026, via open market purchases and block trades, while also reducing shares under key contracts from 3.94% to 2.82% and releasing pledged shares. Stake acquired through open market purchases and off-hours block trades; no aggregate purchase price disclosed. Coway total voting shares outstanding: 70,767,426. Align Partners is a known Korean activist with a multi-year engagement thesis at Coway, and the continued open-market accumulation — combined with the reduction in pledged and contractually encumbered shares — suggests the firm is consolidating clean, unencumbered voting power ahead of further engagement. The reduction in shares subject to key contracts narrows Align Partners' contractual leverage, and Coway's management has not publicly indicated responsiveness to prior shareholder proposals.

Doronicum Co., Ltd. has completed a second public tender offer for Douzone Bizon, acquiring 1,213,466 common shares at ₩120,000 per share, with settlement occurring today; the offer fell short of its target of 2,965,604 shares, as only 1,213,466 shares were tendered. Offer price: ₩120,000 per share (cash); target quantity was 2,965,604 shares; actual shares acquired: 1,213,466; tender period ran March 27 – April 22, 2026, with settlement April 24, 2026. Following this second tender and a prior block purchase from founding shareholders completed March 26, 2026, Doronicum now holds 86.5% of common shares and 94.0% of total shares excluding treasury stock, placing it above the threshold typically required to initiate a squeeze-out of remaining minority holders under Korean capital markets law. The tender attracted only ~41% of the targeted shares, leaving a meaningful minority float; if Doronicum pursues a compulsory acquisition, minority holders may contest the ₩120,000 price through appraisal proceedings.

Diana Shipping Inc. has taken an activist position in Genco Shipping & Trading Ltd. ~15% stake. The preliminary proxy statement was just filed on April 24, 2026, signaling the Annual Meeting and director election vote are imminent, making the director contest and its outcome the near-term catalyst.

Saba Capital is engaged in an activist campaign against multiple UK-listed investment trusts, including India Capital Growth Fund (IGC.L), as well as IEM and EWIT which are separately considering their futures in response to Saba's campaign. Specific deal terms or timelines are not provided in the available text.

Ingles Markets issued an open letter to shareholders escalating its proxy fight against Summer Road LLC, alleging that the firm's board nominee Rory A. Held has deeper ties to the Sackler family than previously disclosed — this after ISS, Glass Lewis, and Egan-Jones all recommended shareholders vote for Held at the April 30 annual meeting. The contest covers two seats on Ingles' eight-member board. Ingles urges votes for its nominees Rebekah Lowe and Dwight Jacobs on the white proxy card, while Summer Road urges votes for Held on the gold proxy card. Ingles' dual-class share structure concentrates voting power with the founding family, which limits the practical impact of institutional advisory recommendations and raises the bar for Summer Road to translate proxy support into actual seat wins. Shareholder vote at the annual meeting on April 30, 2026.

Matt Peltz — son of activist Nelson Peltz, in his first public activist position — has disclosed a stake of more than 1% in Intertek Group (ITRK.L), the FTSE 100 product-testing and quality-assurance company. Stake size exceeds 1% of Intertek; the company is weighing a potential breakup valued at approximately £9.7bn. No acquisition price or per-share figure disclosed. With a strategic breakup already under consideration at a ~£9.7bn valuation and a named activist now holding a public stake, the breakup catalyst is in place. A greater-than-1% stake grants limited formal leverage absent board representation or a requisition threshold, and a first-time public activist with no track record faces credibility risk if Intertek management or the board resists.

Telcon RF Pharmaceutical (텔콘알에프제약) filed a large shareholding report on South Korea's DART disclosing that its stake in KPM Tech has increased to 32.68% of voting shares, up from 14.77% previously, following a share consolidation and acquisition of new shares through a paid-in capital increase — making it the largest shareholder. Telcon RF Pharmaceutical now holds 8,076,935 shares representing 32.68% of KPM Tech's 24,709,362 voting shares; the obligation to report arose on April 18, 2026. Terms of the paid-in capital increase (price per share, total proceeds) are not disclosed in the filing. The filing is classified under the "purpose of influencing management control" provision of Korea's Capital Markets Act (Article 147), meaning Telcon RF Pharmaceutical has formally declared control-oriented intent — giving it legal standing to push for board representation or strategic changes at KPM Tech. Telcon RF Pharmaceutical's own largest shareholder is KPM Tech's subsidiary NewOn (뉴온), which holds 64% of Telcon RF Pharmaceutical — creating a circular ownership structure that complicates governance outcomes and limits the practical independence of the activist position.

Tempos Holdings President Atsushi Morishita, holding 1,447,900 shares (7.80% of voting rights) in Kitazawa Industries (TSE Standard: 9930), has exercised shareholder proposal rights ahead of the company's 79th Annual General Meeting scheduled for June 2026, submitting two proposals: (1) appointment of Morishita himself as a director, and (2) a bylaw amendment to establish a shareholder benefit program (株主優待) offering vouchers redeemable at stores carrying Kitazawa products. Tempos Holdings is a 7.80% shareholder pushing for direct board representation at Kitazawa Industries, creating a contested-slate dynamic at the June AGM where the board's formal response — not yet issued — will determine whether this escalates. Kitazawa's board has not yet stated its position; at 7.80%, Tempos Holdings lacks a majority and will need to win over other shareholders, and the board's opposition recommendation (if issued) is likely to carry weight with domestic institutional holders. The 79th AGM is scheduled for June 2026.

Hankook & Company, the controlling shareholder of Korea Tire & Technology, filed a large shareholding change report on April 24, 2026 disclosing that a special related party deposited additional shares (신규 유가증권 공탁), increasing the group's shares subject to major contracts from 5,895,919 (4.76%) to 7,095,919 (5.73%), while the core direct stake held by Hankook & Company remains unchanged at 53,501,364 shares (43.19%). No transaction price or consideration disclosed; the change reflects a deposit of 1,200,000 additional shares into a major-contract position by a special related party, lifting that tranche from 4.76% to 5.73% of total voting shares. The filing was submitted under the "purpose of influencing management control" track of Korea's Capital Markets Act (Article 147), meaning Hankook & Company has formally declared a control-oriented intent — the incremental share deposit by a related party tightens the controlling group's aggregate grip ahead of any potential boardroom or governance contest. The filing discloses no new activist demand, board proposal, or opposing shareholder; without a visible opposing force or stated demand, this is a control-tightening filing rather than an active campaign.