Latest news with #hostiletakeover
Wall Street Journal
5 days ago
- Business
- Wall Street Journal
Sabadell to Beef Up Shareholder Returns as It Fends off BBVA Takeover
Spain's Banco de Sabadell SAB 0.86%increase; green up pointing triangle set out its business plan through 2027, including strengthening its shareholder returns, as it seeks to ward off a hostile takeover from its larger domestic rival BBVA BBVA 1.78%increase; green up pointing triangle. The Catalan lender said Thursday that it would aim to return 6.3 billion euros ($7.42 billion) to shareholders via dividends and buybacks between 2025 and 2027 and for a return on tangible equity of 16% by 2027, from 15.3% at the end of June this year.
Telegraph
21-07-2025
- Business
- Telegraph
The real threat facing British media is not foreign investment
The current debate around foreign ownership of our media is a bizarre one. There is this constant fear that somehow a nasty foreign power will get control of a brand we love and, without our knowledge, gently pervert its editorials until we are slaves to a foreignphilosophy and are turned against ourselves. This newspaper was under exactly such a 'threat' of a so-called hostile takeover. Rather than being delighted that a pool of sovereign capital from an allied country wanted to invest in our ailing traditional media, we were instead horrified. The debate raged in the House of Lords. I should declare an interest here: my wife's family bought The Telegraph in the 19th century. I feel its sense of national heritage keenly and have the same sentimental attachment to our historic brands as anyone. However, the fact is, we need capital to fund the mega-projects of the future. We urgently require money to take our once-great industries such as media and turn them into a world-class offering, which – and this is important – keep British culture dominant globally. On Tuesday in the House of Lords, we will debate whether or not a foreign sovereign entity can buy as much as 15pc of a media company's stock without triggering a range of complex processes to prevent them gaining more. This is an increase from the 5pc considered by the previous government. This is frankly a weak increase from an absurdly low level. The normal definition of minimal ownership is 25pc and even our very strict National Investment Act sets the reasonable levels at 20pc. We should instead be celebrating international investment in our country's arts and media. French broadcaster Canal+ has recently moved its listing to London. Billions of pounds have poured into funding our super-wave of film studio developments. The Daily Mail website remains one of the most popular in the whole world. If we think it's a good idea to strip out all sovereign wealth funds from investing in the UK, then we have only ourselves to blame when these companies go under, shrink or simply leave for more welcoming regimes. The big question to answer now is: what exactly is a media company? My children have never read a newspaper. They couldn't even operate The Telegraph in physical form. They get their news and information from a variety of sources, as we all do. Is a British media firm a newspaper or is it a TV production company, a theme park or a social media influencer? The fact is that we have moved from the age of literacy to the age of oracy. We now don't read as much as we did to form our opinions, but listen and watch instead. As politicians, how we get votes comes more from TikTok (which is owned by Beijing-based ByteDance) than The Daily Telegraph. Creating laws for yesterday's structures is very parliament, but in reality we are missing where the threats lie. That threat is not in a sovereign wealth fund buying a 15pc stake in a British newspaper, but in how an algorithm is structured to drive a certain type of content to our citizens. Politicians also love to be seen to 'protect' things. This is why we brought in the National Security and Investment Act (NSIA). It effectively allows the Government to call in almost anything for reasons of 'national security'. There is a legitimate threat from China which has a strategy of buying up economic assets. The NSIA deals with this. As investment minister under the last government, I saw the need to balance national security with the need for investment capital. Yes, we need protections from undue influence, but I would ask everyone reading this to think about how we can actually make our markets more open, more flexible and easier to access. I would ask you to consider how we can grow our media sector, rather than create hurdles to its expansion. Most importantly, we must consider how we can create a powerful new online sector which can rival other nations so that we can profit from this new era of oracy and continue to dominate the culture of the world for our benefit. I look forward to the future of The Telegraph as much as I celebrate its past.
National Post
21-07-2025
- Business
- National Post
Sierra Metals Responds to Inflammatory and Untrue Statements by Alpayana
Article content Alpayana acquired Sierra Metals with full knowledge of the customary change of control entitlements owing to its senior officers, which entitlements (i) were publicly disclosed in Sierra Metals' initial director's circular dated January 13, 2025 on pages 59-60, and (ii) were disclosed in diligence documents shared confidentially with Alpayana in April 2025 prior to its decision to acquire Sierra Metals Article content The change of control entitlements paid to the key senior officers of Sierra Metals (i) are customary and market standard for management of Canadian public companies, and (ii) were necessary to retain senior officers during the extended seven month term of Alpayana's hostile take-over bid to ensure business continuity Article content Article content Alejandro Gubbins, Chair of Alpayana, sent a formal letter to the Chair of the Special Committee in April 2025, demanding that Sierra Metals unilaterally amend existing employment agreements with certain key senior officers of Sierra Metals in order to deprive them of their contractually agreed change of control entitlements Article content TORONTO — Sierra Metals Inc. (TSX: SMT | OTCQX: SMTSF | BVL: SMT) (' Sierra Metals ' or the ' Company ') wishes to respond to the unfounded allegations made by Alpayana S.A.C. (' Alpayana ') in its July 18, 2025 press release. Article content Alpayana began its pursuit of Sierra Metals on December 16, 2024, by launching a hostile take-over for Sierra Metals at a bid price of CAD $0.85 per common share. Article content The CAD $0.85 bid price was a 10% premium to the prior day closing price, a price that Alpayana knew would never be recommended by the Board of Directors of Sierra Metals (the ' Board ') or accepted by the Company's shareholders. Alpayana launched its bid without prior engagement with the Board about a possible negotiated transaction. Article content Ultimately, the unattractiveness of its CAD $0.85 bid forced Alpayana to increase its bid price on two occasions, to CAD $1.11 on April 2, 2025 and to CAD $1.15 on May 1, 2025. Article content Even as it increased its bid price, Alpayana refused to meaningfully engage in customary discussions with the Company that would permit Alpayana's acquisition to be completed expeditiously, at lower cost, and with the support of the Board. Alpayana's decision to proceed at every stage on an adversarial basis, and contrary to Canadian capital markets practice, created delay and came at the expense of the business that Alpayana has been seeking to acquire. Article content In Canada, a negotiated public M&A transaction can customarily be completed in three months or less. It has been more than seven months since Alpayana launched its hostile bid, and it still does not own all of the Company's shares or control the Board. Article content The odd transaction structure chosen by Alpayana, together with its aggressive tactics, forced a protracted transaction timeline and caused Sierra Metals to incur greater expenses and divert more of management's attention away from running the business over the seven plus months since the hostile bid was launched. Article content When Alpayana did finally engage with the Board in April 2025, months after Alpayana commenced its bid, Alpayana ended negotiations without disclosing its reasons for doing so. The Board believes that Alpayana's decision to terminate engagement and continue on a hostile basis was contrary to the interests of Sierra Metals and contrary to Alpayana's own interests. Article content As part of the April 2025 engagement, Alpayana was given confidential access to diligence, including employment agreements and details of employee entitlements on a change of control. The information disclosed to Alpayana in April was consistent with the disclosure on pages 59-60 of Sierra Metals' January 13, 2025 directors' circular (the ' Directors' Circular '). Article content During the April 2025 discussions, Alejandro Gubbins, Chair of Alpayana, sent a formal letter to the Chair of the Special Committee, demanding that Sierra Metals unilaterally amend existing employment agreements with certain key senior officers of Sierra Metals in order to deprive them of their contractually agreed change of control entitlements. Article content The change of control payments, which are fully and clearly disclosed the Directors' Circular, are customary, both in amounts and triggers, for Canadian-listed public companies. Sierra Metals was unable to unilaterally amend existing employment agreements, nor would the Board agree to take steps to deprive employees of their entitlements on a change of control. Article content After Alpayana ceased discussions about a supported transaction, likely because Alpayana intended to have Sierra Metals dishonour lawful obligations to its employees after it acquired control, the Board became justifiably concerned to protect employee entitlements. On page 16 of the Company's notice of change to directors' circular dated May 5, 2025, the Company disclosed that the Board was considering taking steps to ensure the continuity of Sierra Metals' business operations, and taking measures to safeguard the entitlements of employees in the event of a change of control: Article content To ensure retention of management and the continuity of Sierra's business operations while the revised Offer is pending … the Board may take steps to ensure the continuity of Sierra's business operations, including, among other things, the acceleration of vesting and the settlement of outstanding RSUs and DSUs, and other measures to safeguard the entitlements of employees in the event of a change of control. Article content As set out above, since January 2025, Alpayana had full knowledge of the customary change of control entitlements owing to Sierra Metals' senior officers as it increased its bid price twice and waived conditions to complete its bid, including waiving conditions relating to the contractually agreed change of control entitlements that are the subject to Alpayana's July 17, 2025 press release. Article content Shortly after the disclosure made as of May 5, 2025, as disclosed in its management information circular dated June 23, 2025, and acting in the best interest of the Company and in accordance with its fiduciary duties, the Board approved separation agreements with its senior management for the dual purposes of ensuring retention for the sake of the smooth operation of the business during the post-change of control period of transition, and to ensure such employees are treated fairly and to safeguard their legal entitlements. Article content Regrettably, Alpayana has chosen to characterize the separation agreements as removing the 'double trigger' from the employment agreements. Alpayana did not mention, however, that change of control entitlements are also triggered by the employee resigning for 'good reason', not just by termination. Article content Sierra Metals prides itself on operating in accordance with the highest ethical standards, both in respect of its mining operations and also in treating its employees and all of its stakeholders fairly. Sierra Metals believes that Alpayana never intended to honour its employees' contractual change of control entitlements, which are customary and market standard for management of Canadian public companies. Article content As its acquisition of complete control is only days away, Alpayana has chosen to issue a press release that contains misleading and untrue statements, all for no apparent purpose as its acquisition of complete control is by now assured. It is unfortunate, but ultimately to its own account, that Alpayana has taken steps inconsistent with Canadian practice that have prolonged its bid and created unnecessary conflict and uncertainty for Sierra Metals and its employees. The Board remains committed to acting in the best interests of the Company as directors near the end of their service to the Company. Article content About Sierra Metals Article content Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. The Company is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, the Company has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential. Article content Forward-Looking Statements Article content This news release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of Sierra Metals and reflect management's expectations or beliefs regarding such future events and anticipated performance based on an assumed set of economic conditions and courses of action. In certain cases, statements that contain forward-looking information can be identified by the use of words such as 'plans', 'expects', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', 'believes' or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'would', 'might', or 'will be taken', 'occur' or 'be achieved' or the negative of these words or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of Sierra Metals to be materially different from any anticipated performance expressed or implied by such forward-looking information. Forward-looking statements in this news release include, but are not limited to, statements regarding the Company's employment arrangements, transition matters following the change of control of the Company and the business and operations of the Company. Article content Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the risks described under the heading 'Risk Factors' in the Company's annual information form dated March 26, 2025 for its fiscal year ended December 31, 2024 and other risks identified in the Company's filings with Canadian securities regulators, which are available at Article content The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company's forward-looking information. Forward-looking information includes statements about the future and is inherently uncertain, and the Company's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Company's statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information. Article content Article content Article content
Yahoo
29-06-2025
- Business
- Yahoo
QXO, Inc. (QXO) Offers to Acquire GMS Inc (GMS)
QXO, Inc. (NYSE:QXO) is one of the . On June 21, Reuters reported Billionaire Brad Jacobs, CEO of QXO, Inc. (NYSE:QXO) made an offer to acquire GMS Inc (NYSE:GMS) for about $5 billion in cash. The Billionaire also threatened the company regarding a hostile takeover if the management rejected the proposal. This comes after QXO, Inc. (NYSE:QXO) on April 29 completed the acquisition of Beacon Roofing Supply after a prolonged takeover battle for approximately $11 billion. The acquisition significantly expanded the company's market position in the United States and Canada. These series of acquisitions by the company are part of its plan to become a $50 billion tech-enabling revenue building-products distributor within the next 10 years. An engineer carrying a housing panel for a modular building across a construction site. The acquisition of GMS Inc (NYSE:GMS) will expand QXO, Inc. (NYSE:QXO)'s market into house interior materials as well. The proposal is currently in a friendly phase, however, Jacobs has threatened to bypass the management and take its offer directly to the shareholders of GMS in case the proposal is rejected. QXO, Inc. (NYSE:QXO) delivers technology solutions mainly to manufacturing, distribution, and service sector clients. It is also recognized as one of the largest distributors of roofing, waterproofing, and complementary building products in the United States. While we acknowledge the potential of QXO as an investment, we believe certain AI stocks offer greater upside potential and carry less downside risk. If you're looking for an extremely undervalued AI stock that also stands to benefit significantly from Trump-era tariffs and the onshoring trend, see our free report on the best short-term AI stock. READ NEXT: The Best and Worst Dow Stocks for the Next 12 Months and 10 Unstoppable Stocks That Could Double Your Money. Disclosure: None. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Reuters
20-06-2025
- Business
- Reuters
Billionaire Brad Jacobs' QXO offers $5 billion for GMS, threatens to go hostile
June 19 (Reuters) - Billionaire Brad Jacobs' new building-products distributor QXO (QXO.N), opens new tab made an offer on Wednesday to acquire GMS (GMS.N), opens new tab for about $5 billion in cash and said it will proceed with a hostile takeover if the company's management rejects the proposal. This is Jacobs's second hostile takeover threat in the building sector this year and part of his plan to turn QXO into a $50 billion revenue building-products distributor within a decade. The offer comes three months after QXO clinched an $11 billion deal to buy Beacon Roofing Supply, ending a prolonged takeover battle for the roofing company and significantly expanding its footprint in the U.S. and Canada. An acquisition of GMS would expand QXO's market from roofs into house interior materials, including drywall. QXO's proposal is still technically in the friendly phase, but Jacobs said that if GMS's board did not accept the offer by June 24, QXO was prepared to bypass management. 'If you choose not to engage ... we are prepared to take our offer directly to GMS's shareholders who we're confident will find the offer attractive,' Jacobs said in a letter sent to GMS Chief Executive Officer John Turner. In similar comments made during his takeover offer to Beacon, Jacobs said GMS was poorly managed and could be more profitable to shareholders under his command. Georgia-based GMS said in a statement on Thursday that it has received an unsolicited proposal from QXO that will be reviewed by its board. It did not immediately respond to a Reuters request for comment. GMS operates a network of more than 300 distribution centers and its product lineup includes wallboard, ceilings, steel framing and gypsum. Both Beacon and GMS operate primarily in the U.S., with additional presence in Canada. The U.S. building industry, mostly locally sourced and fairly protected from tariffs, is undergoing consolidation. QXO said it offered $95.20 per share for all outstanding shares of GMS, a premium of about 17% over the company's closing price on Wednesday. In the letter, Jacobs disclosed he first approached Turner in June last year, with conversations continuing until at least May 22, when the two CEOs met in New York. Jacobs added his decision to take the offer public came after GMS's shares rose following market speculation over a potential QXO acquisition. The offer represents a 29% premium over GMS's value on May 22, he said. On Wednesday, before the offer was made public, shares of GMS hit their highest level in almost five months after the company reported upbeat quarterly results and announced an additional $25 million in annualized cost reductions. Jacobs said following the private talks with Turner, he heard from industry participants that J.P. Morgan and Jefferies bankers had been aggressively trying to find other suitors to buy GMS. Home improvement chain Home Depot (HD.N), opens new tab has also made an offer for GMS, the Wall Street Journal reported on Thursday, citing people familiar with the matter. Spokespersons for Home Depot and GMS declined to comment on the report. Goldman Sachs and Morgan Stanley are acting as financial advisers to QXO. And Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel. Jacobs has built an empire of multibillion-dollar companies spanning industries from logistics to waste management and equipment rentals by acquiring companies in industries undergoing consolidation, and spinning some of them off at a higher value. QXO was a relatively small software company until 2023, when Jacobs invested about $1 billion and renamed and repurposed it.
