13D weekly report - December 15, 2025 to December 19, 2025
Galloway Capital Backs Turnaround, Urges Strategic Review at Ampco Pittsburgh Corporation (AP)
Key Summary: On December 19, 2025, Galloway Capital Partners, LLC (5.19%) wrote to J. Brett McBrayer backing the turnaround, calling Ampco Pittsburgh Corp. deeply undervalued, praising the UK divestiture, and urging improved investor relations and a review of strategic alternatives, including a sale or going private. Ancora Advisors, with a 5.6% stake, advocated for improved capital allocation, asset divestitures, strategic reviews, and governance enhancements, leading to board appointments in 2022 and extended nominations in 2023, contingent on maintaining a 4% stake. Meanwhile, Crawford United (10.3%) nominated two board candidates for the 2021 AGM but withdrew its proxy solicitation after the company declined to include its nominees.
Market Cap: $83 million | Ampco-Pittsburgh Corporation is a producer of forged and cast rolls for the steel and aluminum industries across the world, as well as ingot and open die forged products for the oil and gas, aluminum, and plastic extrusion industries.
Galloway Capital Partners
On December 19, 2025, Galloway Capital Partners (5.19%) sent a letter to the CEO J. Brett McBrayer expressing support for management’s turnaround efforts and arguing the company remains deeply undervalued, praising the divestiture of the UK operations amid a challenging trade environment, and urging the Board to enhance shareholder value through improved investor relations and by exploring strategic alternatives including a merger, sale, acquisition, or going-private transaction.
Ancora Advisors
· On January 7, 2022, Ancora Advisors disclosed a 5.6% active stake in the company and stated that it has engaged and intends to continue to engage in discussions with members of the Board and management regarding means to create shareholders value, including, but not limited to, by improving capital allocation, divesting non-core assets, conducting a strategic review of current lines of business and enhancing corporate governance (including changes to the composition of the board). Source
· On February 10, 2022, Ancora Advisors (5.6%) entered into a Cooperation Agreement with the company. Pursuant to it, the company appointed (i) Laurence E. Paul and William K. Lieberman as members of the class of directors with a term expiring at the 2022 AGM, and (ii) Frederick D. DiSanto and Darrell M. McNair (Ancora Appointees) to the Board as members of the class of directors with a term expiring at the 2023 AGM. Further, for so long as Ancora continues to beneficially own at least 4% of the company’s then issued and outstanding common stock (the “Four Percent Threshold”) and prior to the expiration of the Standstill Period, the company agreed not to increase the size of the Board beyond eleven (11) members. In the event that Ancora ceases to satisfy the Four Percent Threshold, Mr. DiSanto shall resign from the Board and all applicable committees.
· On March 31, 2023, Ancora Advisors (5.6%) entered into a Cooperation Agreement with the company and pursuant to it, the company agreed to nominate Fredrick D. DiSanto and Darrell L. McNair (the “Ancora Appointees”) to the board with a term expiring at the 2026 AGM.
Crawford United
· On February 1, 2021, Crawford United (10.3%) nominated Mr. Ambassador Edward Crawford and Mr. John D. Grampa for election as members of the board at the 2021 AGM. Source
· On February 13, 2021, the CEO of the company called Mr. Crawford and notified him that the Board had decided not to include the Crawford United Nominees as nominees for election at the annual meeting.
· On April 9, 2021, Crawford United stated that it has determined not to solicit on their proxies with respect to the 2021 annual meeting, scheduled to occur May 13, 2021. Source
Mithaq Capital Opposes Nexxen International Ltd. (NEXN) Board and Pay Proposals at December 30 AGM
Key Summary: On December 17, 2025, Mithaq Capital (30.5%) said it voted against six of eight director re-elections, higher equity plan reserves, and CEO and non-executive pay at the December 30 AGM, while backing two directors and the auditor.
Market Cap: $360 million | Nexxen International Ltd. provides end-to-end and video-first platform that engages advertising campaigns for brands, agencies, media groups, and content creators worldwide.
On December 17, 2025, Mithaq Capital (30.5%) stated that ahead of the December 30, 2025 AGM, it has voted all its shares against the re-election of six of eight directors, an increase in the equity compensation plan share reserve, and compensation for both the CEO and non-executive directors, while supporting the re-election of two directors and the appointment of auditors. Mithaq indicated it may engage with the board, management, shareholders, or third parties on governance, strategy, capitalization, financing, or restructuring matters, and will continue to review its investment, retaining flexibility to increase or reduce its stake, pursue hedging, push for governance or capital structure changes, or consider other actions depending on AGM outcomes and future developments. Source
Lynx1’s Nominees were not elected to the Board of Neuphoria Therapeutics (NEUP)
Key Summary: On November 9, 2025, Lynx1 Capital Management (26.5%) nominated two directors, Kimberly Smith and Stephen Doberstein, and on November 10 proposed acquiring the company for $5.20 per share in cash, a 27% premium, through its affiliated funds. Lynx1 withdrew its $5.20 offer for Neuphoria, citing over 125% dilution from below-value ATM issuances after the trial failure, and is demanding an end to dilution, a new record date, and acceptance of its board nominees. Lynx1 Capital Management sent a letter on December 2, 2025, with a new non-binding offer to acquire all outstanding shares for $4.75 per share in cash. On December 8, 2025, Lynx1 announced that Glass Lewis and Egan-Jones both support board change at Neuphoria Therapeutics. At the AGM held on December 12, 2025, Lynx1 Capital nominees were not elected to the Board.
Market Cap: $12 million | Neuphoria Therapeutics Inc., a clinical stage biopharmaceutical company, discovers and develops novel allosteric ion channel modulators for the treatment of central nervous system disorders in Australia.
On November 9, 2025, Lynx1 Capital Management (26.5%) nominated two independent candidates, Kimberly Smith and Stephen Doberstein, for election to the company’s board at the December 9, 2025 annual meeting. The next day, they submitted a non-binding proposal to acquire all outstanding shares for $5.20 per share in cash — a 27% premium to the prior closing price — through affiliated investment funds. Source
On November 14, 2025, Lynx1 Capital Management filed proxy materials seeking support for its nominees.
On November 18, 2025, Lynx1 Capital Management withdraws its $5.20-per-share bid for Neuphoria, arguing the Board has destabilized the balance sheet through aggressive and value-destructive ATM share issuances following the AFFIRM-1 trial failure, diluting shareholders by more than 125% and selling stock below cash value per share. The fund demands an immediate halt to dilution, a reset of the record date, and the addition of its two independent director nominees, asserting the Board’s actions reflect entrenchment and harm to shareholder value. Source
On November 26, 2025, Lynx1 Capital Management issued a definitive proxy statement urging shareholders to vote FOR its nominees on the BLUE card
On November 26, 2025, Lynx1 Capital Management released a presentation accusing Neuphoria’s board of mismanaging the company after its AFFIRM-1 trial failure, citing massive dilution (~128% increase in shares), value destruction, and poor governance. Lynx1 nominated Stephen Doberstein and Kimberly Smith as independent directors and urged shareholders to vote for them on the BLUE proxy card to restore oversight and protect value.
The company halted its dilutive ATM issuances on November 7, 2025, just before Lynx1 Capital Management nominated directors and submitted a $5.20 per-share offer. The activist withdrew that offer on November 14 after the company disclosed a “transformational” 128% increase in share count over four weeks, which made it impossible to price an acquisition amid ongoing dilution. With the company now confirming that issuances have stopped, Lynx1 Capital Management is recalculating and preparing to resubmit a revised offer that assumes no further dilution and accounts for the value impact of the prior issuances. Source
On December 2, 2025, Lynx1 Capital Management delivered a letter to the Board which contained a new non-binding proposal to acquire all of the outstanding shares for a price of $4.75 per share in cash. Source
On December 3, 2025, Lynx1 sent an open letter to Neuphoria shareholders accusing the board of mismanagement, clinical trial failures, opaque strategic review processes, and value-destructive dilution that has erased 95%+ of shareholder value. It resubmitted an all-cash offer of $4.75 per share—reduced from its prior $5.20 bid due to the board’s dilutive actions—and urged investors to elect its two independent nominees to restore oversight, stop further dilution, and ensure a credible strategic review.
On December 8, 2025, Lynx1 announced that Glass Lewis and Egan-Jones both support board change at Neuphoria, with Glass Lewis recommending a vote for Stephen Doberstein and Egan-Jones backing both Doberstein and Kimberly Smith on the BLUE card. Source
At the AGM held on December 12, 2025, Lynx1 Capital nominees were not elected to the Board.
ISS Flags “Shadow Executive” Risk at Lifeway Foods (LWAY)
Key Summary: Since 2021, Edward and Ludmila Smolyansky have consistently pushed for leadership and governance changes at Lifeway Foods, including multiple director nominations, calls to replace CEO Julie Smolyansky, and demands for a strategic review. After a brief settlement in July 2022, tensions resurfaced in 2024 with renewed proxy efforts, legal disputes, and criticisms over insider compensation, governance practices, and rejection of acquisition offers from Danone. By August 2025, Danone, frustrated by failed negotiations and board entrenchment, signaled its intent to support Edward’s campaign to replace the board if a deal isn’t reached. On August 7, 2025, Edward and Ludmila Smolyansky, controlling ~26% of Lifeway Foods, extended the WHITE consent card deadline in their solicitation to September 30, 2025. On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. On October 17, 2025, Edward Smolyansky (8.1%) notified Lifeway Foods of plans to nominate George Sent to the board and propose forming a new committee of independent directors appointed after September 30, 2025.
Market Cap: $422 million | Lifeway Foods, Inc. produces and markets probiotic-based products in the United States and internationally.
· On October 15, 2021, Ludmila Smolyansky, Chairperson of the Board, and Edward Smolyansky, COO of the company, disclosed 38.4% and stated that Edward Smolyansky intends to nominate up to three directors at the 2021 AGM. Source
· On February 21, 2022, the concerned shareholders (38.2%) notified the Board of their belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source
· On March 11, 2022, Edward Smolyansky notified the corporate secretary of the company of his intent to nominate himself, Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the Board at the 2022 AGM. As Mr. Smolyansky continues to prepare for a potential proxy contest in connection with the 2022 AGM, he intends to continue to engage in discussions with the Board regarding his belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source
· On July 27, 2022, Edward Smolyansky entered into a settlement agreement with the Company which terminates his potential proxy contest or solicitation with respect to the appointment of new directors to the Board. Pursuant to the Settlement Agreement, the Company has agreed, that (i) the Board will nominate: Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.
· On February 10, 2023, Ludmila Smolyansky and Edward Smolyansky provided a notice to the Company regarding potential breaches of the Settlement Agreement, dated as of July 27, 2022, as amended, among the Company, Ludmila Smolyansky and Edward Smolyansky (the “Settlement Agreement”). Under the Settlement Agreement, Ludmila Smolyansky’s and Edward Smolyansky’s “standstill” obligations under Section 6 of the Settlement Agreement terminate in the event of a material breach by the Company that is not cured within ten days by the Company. On February 22, 2023, the Company provided a written response, claiming that it had not materially breached the Settlement Agreement, and noting that a committee of the Company’s board of directors had approved the engagement of a nationally recognized financial advisor, and that certain terms of the engagement were being negotiated and remained subject to approval by the committee. Source
· On May 5, 2023, Mr. Smolyansky again notified the Company, in accordance with the Company’s bylaws, that he intended to nominate seven candidates for election as directors at the 2023 annual meeting.
· On May 9, 2023, Mr. Smolyansky filed proxy materials seeking support for its nominees.
· At the AGM held on June 15, 2023, all of the company's director nominees were elected to the Board.
· On October 26, 2023, Ludmila Smolyansky and Edward Smolyansky (together 31.1%) informed the company. that they are nominating a director in accordance with the Settlement Agreement from July 27, 2022. As per the agreement, the Board must appoint the nominee if approved by the Board and its Audit and Corporate Governance Committee in good faith, with no unreasonable withholding of approval. They also mentioned a second contingent nominee to be considered if the first nominee is not approved by the Board or the Committee. Source
· On July 18, 2024, Ludmila Smolyansky and Edward Smolyansky (together 8.4%) issued a press release demanding (i) the resignation of Julie Smolyansky, CEO and chairperson of the Company, (ii) the resignation of certain of the Company’s directors, including Jason Scher, Pol Sikar, Jody Levy, Dorri McWhorter and Perfecto Sanchez, (iii) the termination of Jason Burdeen, the Company’s chief of staff, (iv) the adoption of an anti-nepotism policy and (v) an operational and strategic review of the Company.
· On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. Source
· On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void. This follows rejected acquisition offers and Lifeway's leadership entrenchment, with Danone alleging shareholder value erosion through unauthorized stock grants and excessive compensation, hinting at potential litigation. Source
· On February 3, 2025, Ludmila Smolyansky and Edward Smolyansky issued a press release regarding a lawsuit filed against Mr. Smolyansky by Julie Smolyansky, the CEO of the Company and confirming Mrs. Smolyansky and Mr. Smolyansky's goals with respect to the Company's management and board of directors.
· On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. Danone seeks to have the share issuance rescinded and intends to continue pursuing legal action to enforce its rights under the agreement. Source
· On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders.
· On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com
· On March 28, 2025, Ludmila Smolyansky and Edward Smolyansky filed proxy materials seeking support for their nominees
· On June 2, 2025, Edward and Ludmila Smolyansky (27%) filed a revised preliminary consent statement seeking to replace Lifeway Foods’ board, citing weak Q1 results and poor governance. Despite a reported EPS increase, they argue earnings were driven by a one-time gain, not core operations. Key concerns include declining operating margins, weak sales, rising expenses, and insider stock sales. They criticized the Board’s handling of Danone’s offer, CEO/Chair Julie Smolyansky’s compensation, and called for independent oversight and strategic review, asserting broad shareholder support for immediate change. Source
· On July 2, 2025, Edward and Ludmila Smolyansky (23.2%) solicited shareholder consents to replace the board and implement governance reforms. Their four proposals include the Bylaws Restoration Proposal (to repeal any bylaw changes made after March 24, 2023), the Board Removal Proposal (to remove all current directors including CEO Julie Smolyansky), the Director Election Proposal (to elect a new seven-member slate), and the Anti-Nepotism Proposal (to bar employment of any immediate family of the CEO or President). Source
· On July 29, 2025, Edward and Ludmila Smolyansky urged shareholders to support their consent solicitation to replace the current board. They criticized the board, led by Julie Smolyansky, for rejecting Danone’s 72% premium offer, adopting entrenchment tactics (poison pill, delayed annual meeting), and awarding $8.5M in CEO compensation (94% of 2024 net income). They also flagged insider stock sales and alleged violations of governance policies. Shareholders were urged to submit consents by August 1 to restore accountability and enable independent review of Danone’s offer. Source
· On August 1, 2025, Danone (22.7%) stated that in September and November 2024, it proposed to acquire Lifeway, but both offers were rejected and no substantive negotiations took place at that time. Discussions resumed in late June 2025 when Lifeway approached Danone to "reset" their relationship, leading to the signing of a confidentiality and limited standstill agreement on August 1, 2025, which restricts certain actions by Danone until at least September 15, 2025, with a possible seven-day extension if negotiations continue. If no acquisition agreement is reached by the standstill expiration date, Danone currently plans to support Edward Smolyansky's efforts to replace Lifeway’s Board. Source
· On August 7, 2025, Edward and Ludmila Smolyansky, who control ~26% of Lifeway Foods, extended the requested deadline for shareholders to return WHITE consent cards in their ongoing consent solicitation from August 1 to September 30, 2025, while continuing efforts to secure support for their proposals. Source
· On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. The agreement also stays pending litigation, with Danone waiving certain shareholder rights and agreeing to support the board’s recommended candidates in 2025 and 2026.
· On October 17, 2025, Edward Smolyansky (8.1%) notified the company of his intent to nominate George Sent for election to the board at the 2025 annual meeting and to submit a non-binding shareholder proposal requesting the creation of a new board committee composed solely of independent directors appointed after September 30, 2025. Source
· On November 7, 2025, Edward and Ludmila Smolyansky condemned the board’s decision to extend its Shareholder Rights Plan (poison pill) by one year to October 2026 without shareholder approval or clear justification. They urged the board to rescind the amendment, disclose director votes, and submit any future extensions to shareholder approval, warning they will seek to hold directors accountable at the next annual meeting. Source
· On November 26, 2025, Edward Smolyansky filed a preliminary proxy statement seeking major board changes at Lifeway Foods, arguing that long-standing governance failures and entrenched leadership have damaged shareholder value. He is nominating George Sent and himself and proposing a new independent board committee to review leadership, the strategic plan, and strategic alternatives. Source
· On December 3, 2025, Edward Smolyansky condemned the Board’s recent press release as misleading and false, accusing CEO Julie Smolyansky and entrenched leadership of personal smears to distract from governance failures and leadership misconduct. He urged shareholders to focus on Lifeway’s ongoing governance and transparency issues, requested a retraction, and is evaluating legal options. Source
· On December 15, 2025, Edward Smolyansky released findings from 2023 sworn deposition testimony alleging severe governance failures by legacy directors Dorri McWhorter, Julie Smolyansky, and Jason Scher, including ignorance of shareholder activism, lack of awareness or oversight of CFO whistleblower allegations, failure to approve or supervise the 2021 Glen Oaks acquisition, and selective enforcement of conduct policies favoring the CEO. The testimony portrays a board that was disengaged, uninformed, and ineffective across fiduciary duties, shareholder engagement, whistleblower oversight, and M&A supervision, prompting Smolyansky to urge shareholders to WITHHOLD votes from the three legacy directors and vote FOR Edward Smolyansky and George Sent. Source
· On December 17, 2025, ISS flagged serious governance concerns at Lifeway Foods, highlighting the emergence of a “shadow executive” in which CEO Julie Smolyansky’s spouse and Chief of Staff, Jason Burdeen, acts as a de facto senior authority on governance, strategy, and board matters despite holding no officer or director role, no formal employment agreement, and no fiduciary duties. ISS noted that during proxy advisor engagement, neither independent directors nor the CEO participated, with Burdeen leading governance discussions, raising transparency, related-party, and oversight risks. These concerns are compounded by Burdeen’s sharply rising compensation, lack of disclosed conflict safeguards, and prior credibility issues cited by a federal judge in 2024 litigation, leading ISS to question board independence, accountability, and the integrity of Lifeway’s governance framework. Source
Galloway Urges Strategic Review to Address Undervaluation at Global Crossing Airlines Group (JETBF)
Key Summary: Galloway Capital Partners (4.33%) sent a letter urging the company to explore strategic options—including a sale, merger, or going private—via an advisor, citing significant undervaluation and a desire to work with management to enhance shareholder value.
Market Cap: $39 million | Global Crossing Airlines Group Inc. provides air transport services in the United States, Europe, Canada, and Central and South America.
· On May 22, 2025, Galloway Capital Partners (4.33%) sent a letter to the company stating that it believes the Company's shares are significantly undervalued. They propose working with management and the Board to enhance shareholder value and urge exploring strategic transactions like acquisition, merger, sale, or going private through an investment bank or advisor to create shareholder value.
· On December 16, 2025, Galloway Capital Partners disclosed that it had increased its stake to 6.24%, stating its belief that the company is significantly undervalued relative to its fundamentals and growth prospects. Galloway expressed willingness to work with management and the board to enhance shareholder value and urged the board to retain an experienced advisor to explore strategic alternatives, including a sale, merger, acquisition, or going-private transaction. Source
Altai Capital intends to nominate Board candidates to OraSure Technologies (OSUR)
Key Summary: On September 9, 2025, Altai Capital Management (5.13%) said it may engage with management, the board, shareholders, and other stakeholders on strategy, governance, capital structure, and board composition to enhance shareholder value. On December 17, 2025, Altai Capital Management announced its intent to nominate Rishi Bajaj and Digital Diagnostics CEO John Bertrand to the board at the 2026 AGM
Market Cap: $245 million | OraSure Technologies, Inc develops, manufactures, markets, sells, and distributes diagnostic products, specimen collection devices, and other diagnostic products in the United States, Europe, Africa, and internationally.
· On September 9, 2025, Altai Capital Management (5.13%) stated that it has engaged, and may continue to engage, with the management, board, shareholders, and other stakeholders on matters such as strategy, governance, capital structure, and board composition, with the goal of enhancing shareholder value. Source
· On December 17, 2025, Altai Capital Management announced its intent to nominate Rishi Bajaj and Digital Diagnostics CEO John Bertrand to the board at the 2026 AGM, citing deep dissatisfaction with the board’s strategy, capital allocation, and governance. Altai argues OraSure squandered its Covid windfall, made poor venture-style investments, continues to burn cash, and has massively underperformed peers, while recent board refreshment efforts are merely cosmetic. Source
Engine Capital Comments on UniFirst (UNF) Common Shareholders’ Decisive Mandate for Change at 2026 Annual Meeting
Key Summary: From November–December 2025, Engine Capital escalated its activism at UniFirst by nominating directors, criticizing Croatti family control, governance failures, and rejection of past Cintas bids, and urging a strategic review and potential sale, with ISS ultimately backing Engine’s nominees. At the 2026 AGM, a majority of economic shareholders supported Engine’s candidates, who lost only due to the dual-class structure, reinforcing Engine’s claim that shareholders have rejected the Company’s standalone strategy and current governance.
Market Cap: $2.8 billion | UniFirst Corporation provides workplace uniforms and protective work wear clothing in the United States, Europe, and Canada.
· On November 14, 2025, Engine Capital (3.1%) filed proxy materials nominating two candidates to the Board at the upcoming AGM. It argued that the Board needs directors with stronger M&A and capital-allocation expertise to enhance shareholder value. Source
· On November 25, 2025, Engine Capital issued an open letter criticizing the Croatti family trustees for refusing engagement and urging them to pursue a sale, arguing the company has lost competitiveness, rejected a valuable Cintas offer, and destroyed significant shareholder and family value. It claims UniFirst has no credible standalone path, faults the Board for accelerating the annual meeting and adopting a virtual-only format, and calls for immediate dialogue and shareholder representation to avoid a prolonged proxy battle.
· On December 1, 2025, Engine issued a press release, which included links to a letter sent to the Company’s independent directors and an investor presentation titled “The Path to Enhanced Value Creation at UniFirst Corporation”. Engine Capital told UniFirst’s independent directors that shareholders and analysts broadly agree the company’s poor results, weak outlook, and lack of a credible strategy make the status quo untenable, with several investors and research firms publicly supporting Engine’s push for change and even a potential sale. The letter criticizes the Board’s decisions, the Croatti family’s control, and conflicts involving the General Counsel, urges formation of an independent special committee, and argues that rejecting past takeover interest—especially Cintas’ 2022 offer—has destroyed massive shareholder value.
· On December 8, 2025, Engine Capital announced that ISS is urging UniFirst shareholders to vote for Engine’s nominees, Arnaud Ajdler and Michael Croatti, at the December 15, 2025 meeting, citing years of weak performance, a value-destructive rejection of multiple premium offers from Cintas, and the risks created by UniFirst’s dual-class structure. Source
· On December 8, 2025, Engine Capital announced that ISS is urging UniFirst shareholders to vote for Engine’s nominees, Arnaud Ajdler and Michael Croatti, at the December 15, 2025 meeting, citing years of weak performance, a value-destructive rejection of multiple premium offers from Cintas, and the risks created by UniFirst’s dual-class structure. Source
· On December 16, 2025, Engine Capital said the results of UniFirst’s 2026 Annual Meeting delivered a clear mandate for change, noting that a majority of common shares outstanding supported both Engine nominees, while less than 19% and 24% backed the Company’s nominees, who prevailed only due to the dual-class voting structure that gives the Croatti trustees control with minority economic ownership. Engine argued that, on a one-share-one-vote basis, its nominees would have been elected, underscoring broad shareholder rejection of UniFirst’s standalone strategy, governance structure, and leadership succession plans. Engine urged the Board to heed this signal by launching a strategic review, eliminating the dual-class structure, and pursuing a sale as the best path to maximize shareholder value. Source
Broadwood Partners Denounces STAAR Surgical’s (STAA) Fourth Delay of the Shareholder Vote on the Company’s Proposed Sale to Alcon
Key Summary: From early 2024 to late 2025, Broadwood Partners steadily increased its stake in STAAR Surgical to over 25%, repeatedly voicing confidence in management and governance improvements while opposing any sale below long-term value. Following Alcon’s $28-per-share acquisition proposal, Broadwood and Yunqi Capital (5.1%) led a vigorous campaign against the deal, citing a flawed process, undervaluation, ignored competing interest, and conflicts of interest. Supported by major proxy advisors, they urged shareholders to reject the merger, demanded transparency, and called for governance reforms, with Yunqi later proposing board representation to realign the company’s direction.
Market Cap: $1.3 billion | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.
· On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source
· On March 3, 2025, Broadwood Partners raised its stake to 24.2% and expressed support for the new CEO, expecting improved profitability and growth, while also engaging with the Board on governance and strategic issues to foster long-term shareholder value. Source
· On April 2, 2025, Broadwood Partners raised its stake to 25.4% and support the new CEO and Interim CFO, citing their track records, and welcome recent governance improvements, including the separation of CEO and Chair roles and the addition of Asia-focused directors.
· On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided, seeking records on the merger process and exploring alternative partners or strategies to enhance shareholder value. Source
· On August 5, 2025, the company announced that it had entered into a definitive merger agreement through which Alcon will acquire the company. On September 2, 2025, Broadwood Partners announced it will vote against Alcon’s proposed acquisition, citing serious process and valuation flaws. Broadwood argued the deal undervalues STAAR, noting Alcon’s earlier, higher $55 + $7 CVR offer, the lack of a proper market check, and that STAAR’s improving fundamentals and cost discipline were ignored when the deal was struck. Source
· On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research, arguing it is not in shareholders’ best interests. Source
· On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon, arguing the deal materially undervalues STAAR and results from a flawed process. In an open letter, Yunqi criticized the Board for engaging only with Alcon, limiting competing bids, and adopting an overly pessimistic view of China—STAAR’s key market—despite signs of recovery. While open to a transaction at a fair price, Yunqi urged shareholders to reject the current terms, stressing STAAR’s strong standalone prospects in the global refractive surgery market.
· On September 24, 2025, the Broadwood Partners filed a definitive proxy statement and GREEN proxy card with the SEC urging shareholders to vote AGAINST the proposed merger and related compensation proposal at the upcoming special meeting. They also issued a press release and letter to stockholders announcing their campaign website, www.LetSTAARShine.com, arguing the merger is suboptimal due to poor timing, a flawed process, and conflicts of interest within the board and management. Source
· On October 2, 2025, Broadwood Partners issued an investor presentation titled “The Wrong Time, Wrong Process and Wrong Price”.
· On October 6, 2025, Broadwood Partners issued a letter to the shareholders urging them to vote “AGAINST” the $28-per-share sale to Alcon, calling it unjustified after the board rejected Alcon’s $58 offer last year.
· On October 7, 2025, Yunqi Capital strongly opposes the proposed merger with Alcon, arguing that STAAR significantly underestimates its business strength, especially in China, and misrepresents its performance and market position. Source
· On October 9, 2025, Glass Lewis & Co. recommended that shareholders vote against the proposed $28-per-share sale of STAAR to Alcon AG. Source
· On October 14, 2025, Broadwood Partners criticized STAAR’s delayed disclosure that another strategic buyer had expressed acquisition interest in April 2025—information allegedly withheld from the full board when it approved the sale to Alcon. Broadwood called this a serious breach of transparency and governance, noting STAAR’s CEO and Board Chair ignored the outreach from a major private equity–backed suitor and only acknowledged it in a recent SEC filing. Broadwood urged shareholders to vote against the proposed Alcon acquisition, citing a flawed sale process and lack of disclosure. Source
· On October 15, 2025, Broadwood Partners announced that all three major proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—have recommended STAAR Surgical shareholders vote against the proposed sale to Alcon
· On October 17, 2025, Broadwood Partners sent a letter to STAAR’s board urging it to proceed with the October 23, 2025 shareholder vote on the proposed sale to Alcon without delay or manipulation. Broadwood criticized the sale process as flawed and the deal price as inadequate, noting that major investors and proxy advisors also oppose it.
· On October 21, 2025 Yunqi Capital issued via press release an open letter to the board of directors further discussing its continued intention to vote against the Proposed Merger.
· On October 21, 2025, Broadwood Partners informed the Board of their intent to call a separate special meeting to remove several directors (yet to be identified) and warned the Board not to take any action regarding the proposed merger before the October 23, 2025 stockholder vote. Source
· On October 25, 2025, Yunqi Capital via press release an open letter to the board opposing the Board’s decision to delay the shareholder vote on the $28-per-share sale to Alcon, calling it unnecessary and harmful. It warned against a new “go-shop” or rushed sale, citing conflicts of interest and the deterrent effect of Alcon’s low offer. Yunqi urged the Board to end the Alcon deal and later pursue a proper strategic review from a stronger position, noting rising ICL demand in China and urging disclosure of in-market sales data to reflect STAAR’s improving fundamentals.
· On October 27, 2025, STAAR Surgical postponed its special meeting to vote on the merger with Alcon from November 6 to December 3, 2025. Source
· On October 31, 2025, Yunqi Capital issued a press release urging the board to terminate the proposed merger, criticizing the adjournment and postponement of the special meeting, and highlighting stockholder opposition already reflected in the vote. They also suggested adding stockholder representation to the board, proposing Yunqi Capital’s CIO, Christopher M. Wang, as a potential director.
· On November 4, 2025, Alcon released investor materials supporting its proposed acquisition of STAAR Surgical, emphasizing that the offer provides a premium well above comparable MedTech deals and delivers certain value to shareholders. The company criticized Broadwood Partners’ opposition campaign as a “silent takeover” aimed at seizing control of STAAR without offering stockholders any premium or alternative transaction. Alcon reiterated its request for STAAR’s board to accept an amended merger agreement that includes an unencumbered go-shop period, asserting this would confirm that Alcon’s proposal offers the best outcome for shareholders. Source
· On November 4, 2025, Broadwood Partners denounced Alcon’s investor presentation as misleading and self-serving, accusing both Alcon and STAAR’s board of spreading false claims to justify an undervalued takeover. Broadwood argued that STAAR’s board has no obligation to seek Alcon’s consent to remain independent or explore alternatives and urged shareholders to vote “AGAINST” the merger. The firm criticized the board for delaying the vote despite widespread shareholder and proxy advisor opposition and asserted that, once the deal is rejected, STAAR can freely pursue a proper strategic process. Source
· On November 6, 2025, Broadwood Partners, L.P. and its affiliates updated their website, www.LetSTAARShine.com, to include a press release issued by Yunqi Capital Limited on the same date. Yunqi Capital applauded strong Q3 results and renewed its call to terminate the $28-per-share sale to Alcon, saying the offer undervalues the company. It argued China’s issues are temporary, accused Alcon of selective data use, and noted 72% of shares reportedly opposed the merger.
· On December 2, 2025, Broadwood Partners stated that it is moving to call a special shareholder meeting to remove three directors—Chair Elizabeth Yeu, CEO Stephen Farrell, and Compensation Chair Arthur Butcher—arguing they oversaw a flawed, conflicted sale process that pushed an undervalued deal with Alcon while ignoring alternative interest. Broadwood claims undisclosed relationships, excessive golden parachutes, and misaligned incentives eroded trust, and says board refreshment is needed to restore credibility and ensure any strategic alternatives process is independent, fair, and aimed at maximizing value. Source
· On December 8, 2025, Broadwood Partners announced that proxy advisor Egan-Jones has reaffirmed its recommendation that STAAR Surgical shareholders vote against the proposed sale to Alcon, criticizing the rushed 30-day go-shop as superficial and saying the valuation, process integrity, and board objectivity remain unacceptable.
· On December 9, 2025, Alcon raised its offer for STAAR to $30.75 per share after a failed go-shop, adding $150 million in value and cutting executive payouts, while urging shareholders to approve the now $1.6 billion deal. Broadwood, with 30.2% ownership, opposes the transaction, arguing the sale process was conflicted, undervalued the company, and ignored prior higher offers. It maintains STAAR is worth more as an independent business and urges shareholders to vote against the deal. Source
· On December 11, 2025, Yunqi Capital urges shareholders to reject the revised $30.75-per-share Alcon deal, arguing STAAR is rebounding and not ready for sale, and that the board ran a flawed, restrictive go-shop designed to lock in Alcon rather than seek real alternatives. Source
· On December 11, 2025, Broadwood Partners issued an investor presentation titled “Still the Wrong Time, Wrong Process and Wrong Price,”
· On December 12, 2025, Broadwood Partners said Glass Lewis reaffirmed its recommendation that STAAR Surgical shareholders vote AGAINST the proposed sale to Alcon, arguing the revised offer is not compelling and the board lacks credibility. Source
· On December 19, 2025, Broadwood Partners criticized the Board for postponing for a fourth time the shareholder vote on STAAR’s proposed sale to Alcon Inc., pushing the meeting from October 23, 2025 to January 6, 2026. Broadwood argued the delays reflect weak shareholder support, called the transaction ill-conceived on price and timing, cited opposition from major shareholders, proxy advisors, and a company director, and urged the Board to allow a final vote and shareholders to reject the deal. Source
Past
In 2015, Broadwood Partners disclosed a 2.3% stake and sought a board seat, while it increased its holdings from 17.3% to 21.6%, citing governance and alignment concerns and faith in management. In 2016, Broadwood's stake grew to 27%, recognizing governance improvements but maintaining alignment concerns, emphasizing the need for more progress. In August 2018, holding 24.7%, Broadwood Partners noted substantial company progress under improved management, better results, and increased recognition, acknowledging governance advancements and committing to ongoing dialogue for long-term value. In August 2020, with a 23.6% stake, it reaffirmed its belief in the company's progress, and on January 28, 2021, at 21.5%, expressed satisfaction with ongoing corporate governance enhancements, crediting shareholder-oriented governance since 2014-2016 via shareholder-board dialogue.
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