These disclosures are from 13Ds filed with the Securities and Exchange Commission. 13Ds are filed within 10 days of an entity’s attaining more than 5% in any class of a company’s securities. Subsequent changes in holdings or intentions must be reported in amended filings. This material is from Nov. 2 through Nov. 8, 2023. Source: VerityData
Activist Holdings
Hollysys Automation
Technologies (HOLI)
Ascendent Capital Partners purchased 8,150,238 shares of the Beijing-based industrial-automation company from Sept. 28 through Nov. 3 at per share prices ranging from $19.14 to $22.03. Ascendent Capital now holds 8,491,875 Hollysys Automation shares, a 13.7% stake.
Ascendent said it is prepared to offer $26 per share in cash, approximately $1.61 billion, to acquire all the Hollysys Automation shares that it doesn’t currently own. This follows an offer by a consortium of shareholders, which collectively own a third of Hollysys, to buy the remaining shares outstanding at $25 each in cash.
That group, led by Recco Control Technology and Dazheng Group Investment, has called for a special shareholders’ meeting to allow further due diligence and to reserve the right to counter any competing bids. Within days of Ascendent’s offer, the consortium countered with a revised cash bid of $26.50 per share.
Hollysys said that a special committee of its board, established to conduct a sale process, “is engaged in ongoing discussions with both groups and will provide updates on material developments as soon as practicable.” Hollysys added, “The sale process is targeted to be at an advanced stage, with a preferred bidder identified, as soon as early December.” News of the unsolicited offers sparked a rally in Hollysys’ shares, as they have now gained 35% so far this year.
Original Filings
Nasdaq
(NDAQ)
Thoma Bravo reported an initial position in the securities-exchange and data-analytics company of 85,608,414 shares, equal to a 14.8% interest in Nasdaq. Thoma Bravo acquired the shares upon the close of Nasdaq’s $10.5 billion purchase of Thoma Bravo’s former portfolio company Adenza on Nov. 1. Consideration for Adenza was split between approximately $5.75 billion in cash and the 85.6 million Nasdaq shares. In connection with the purchase, Nasdaq appointed Thoma Bravo Managing Director Holden Spaht to Nasdaq’s board, which now comprises 12 directors. Thoma Bravo will be allowed to nominate one director to the board as long as Thoma Bravo and its affiliates own at least 10% of Nasdaq’s outstanding stock. Nasdaq has lost roughly 16% of its value so far this year.
Decreases in Holdings
Donnelley Financial Solutions (DFIN)
Simcoe Capital reduced its holding in the compliance reporting-services company to 2,741,354 shares. That figure includes 36,088 shares held directly by Simcoe Capital founder Jeffrey Jacobowitz, plus an additional 10,214 underlying restricted stock units for his service on Donnelley Financial’s board. Simcoe sold 343,206 Donnelley shares on Nov. 2 and Nov. 3 at prices ranging from $55.14 to $56.30 apiece. Simcoe maintains a 9.4% interest in Donnelley’s stock. Shares of Donnelley have gained approximately 36.5% year to date.
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