Special Situations Digest #13

AVI Japan Opportunity Trust PLC (UK fund, ~2% Rohto stake) and LONGCHAMP SICAV submitted shareholder proposals to Rohto Pharmaceutical (TSE: 4527) ahead of its 90th Ordinary General Meeting on June 24, 2026. AVI seeks the removal of Chairman Kunio Yamada (founding family member, chairman since 2009), citing capital allocation concerns about loss-making regenerative medicine investments. AVI began investing in Rohto in 2024; this is its first shareholder proposal as a Rohto investor.

Curry Co., Ltd. (a shareholder in Nihon Seikan K.K.) has filed three shareholder proposals ahead of the company's annual general meeting scheduled for June 2026, demanding: (1) adoption of a progressive dividend policy with no dividend cuts, (2) a year-end dividend of ¥70 per share, and (3) cancellation of 30,000 treasury shares — all of which the board has unanimously rejected. Curry Co. holds voting rights representing a disclosed percentage of total votes; the dividend proposal demands ¥70 per share for the current fiscal year-end; the activist cites approximately ¥1.5 billion in cross-shareholdings as a source of dividend funding; the board notes the company reported a net loss in the most recent consolidated fiscal year. Nihon Seikan trades below book value (PBR below 1x per the activist's own filing), holds ~¥1.5B in cross-shareholdings with limited business relevance, and operates real estate rental assets with substantial embedded gains — creating a classic capital efficiency unlock thesis where an activist with sufficient votes can force liquidation of non-core assets to fund returns. The board's rejection cites a consolidated net loss in the most recent fiscal year, making a binding ¥70/share dividend commitment financially aggressive; management argues that locking in dividend policy via shareholder resolution removes flexibility needed to restore the core can-manufacturing business to profitability first. AGM scheduled for June 2026 — shareholder vote on all three proposals is the binary event ahead of the record date.

Elliott holds a 3% stake; no financial targets or specific capital return demands were quantified in the materials provided. Daikin has not confirmed any operational or capital return commitments, and Japanese management teams have historically been slow to respond to foreign activist demands, leaving the timeline for value realization open-ended.

Strategic Capital and Japan-UP filed shareholder proposals for Keihan-Shin Building Co. (8818.T) ahead of the 103rd Annual General Meeting, including a proposal for a specific-shareholder share buyback. Vote at AGM is the binary catalyst.

Shareholder Jet Co., Ltd. submitted a formal proposal to Toshin Holdings Co., Ltd. (TSE Standard: 9444) on April 30, 2026, nominating 4 directors and 2 auditors for election at the company's 40th Annual General Meeting scheduled for July 2026. Jet Co.'s stake size and specific nominee identities have not been confirmed from source materials. Toshin Holdings has stated it will evaluate the proposals carefully before disclosing its response, preserving management's ability to oppose or negotiate the slate. Jet Co.'s stake size is unconfirmed, so its actual voting leverage is unknown.

Sieve Capital LLC has launched an activist campaign at Americold Realty Trust, targeting the removal of Chairman Mark Patterson and Director Andrew Power at the May 18, 2026 annual meeting. Monitor for further ownership filings, board nominations, or public campaign updates.

ADW Capital, led by Adam Wyden, has submitted an unsolicited $3.0B takeover proposal for Driven Brands Holdings at $18 per share, targeting the automotive services group currently controlled by Roark Capital with a roughly 60% stake. ADW proposes $18 per share in a $3.0B deal; financing partners have been named in the proposal. Roark Capital controls approximately 60% of shares outstanding and ADW holds approximately 3.7% of shares. The hard public bid at a 40% premium, backed by named financing partners, creates direct pressure on Roark, but Roark's ~60% controlling stake gives it unilateral power to reject the offer with no minority vote required, leaving ADW's 3.7% position insufficient to force a transaction or a formal process.

BNY Mellon Strategic Municipal Bond Fund filed a definitive proxy (DEFC14A) soliciting stockholder votes ahead of its Annual Meeting on June 11, 2026, where three Class III Directors nominated by the Fund's own Nominating Committee stand for election to three-year terms — a contested solicitation context given activist Saba Capital Management's known involvement. Saba Capital Management is the opposing force in this proxy contest, seeking board representation at a closed-end fund — the standard Saba playbook of winning board seats to force NAV-realizing actions such as tender offers or open-ending. The Fund's Nominating Committee controls the incumbent slate; if retail and institutional shareholders defer to management, Saba's board nominees are defeated and no structural change is compelled. Shareholder vote at the Annual Meeting on June 11, 2026 is the binary event for board composition.

Starboard Value has taken a major activist stake in Dynatrace, Inc. as of April 27-28, 2026. Starboard is pushing for >$2.5B in buybacks over 3 years and cost reductions.

Starboard Value has built a stake in Flowserve Corporation and is in active discussions with management about operational changes, with a focus on margin expansion. Starboard's stake size has not been publicly disclosed; no specific financial demands have been announced. Starboard's entry introduces external pressure for operational change.