July 22, 2021 | Editor: Martin Wennerström
Prosus shareholders approve Prosus/Naspers share swap
Prosus NV shareholders have approved a voluntary share exchange offer for parent company Naspers, under which
the former will purchase up to 45.3% of the latter’s shares during an offer period that runs from July 11 to August 13.
The deal seeks to decrease both companies’ significant NAV discount, particularly with regard to Prosus’ 28.9% stake
in China’s Tencent. Prosus argues that Naspers’ outperformance of the Johannesburg Stock Exchange’s SWIX index
has exacerbated this NAV discount by prompting certain investors with single-share limits to sell their holdings. As of
June 30, Naspers represented 20.94% of the SWIX’ total weight, a figure which Prosus expects to grow past 30% unless
it is halved to between 11% and 13% as a result of the swap. While the offer was approved by 90.1% of total votes, only
53.35% of non-Naspers votes backed the transaction, with some shareholders describing the deal as overly complex
and shareholder unfriendly. Following completion, Naspers will retain control over Prosus through special voting rights
and the two companies will continue to share a single board.
China’s Didi sued in U.S. as shares plunge
China’s Didi Global Inc. faces two class-action lawsuits in the U.S., following an approximate 20% drop in its market value after data security concerns prompted a cybersecurity probe by Chinese authorities. The lawsuits allege that the company made misleading statements to investors and failed to disclose that Chinese regulators had warned it to delay its IPO pending the cybersecurity review. At the end of June, Didi raised USD 4.4 billion in the second-biggest ever U.S. IPO of a Chinese company. The investigation occurs on the back of Beijing’s increased scrutiny of Chinese companies listed abroad.
MSP Recovery LLC to go public via SPAC deal
U.S.-based MSP Recovery announced it will go public through a merger with blank-check firm Lionheart Acquisition Corp. II. The deal, which will value the combined company at USD 32.6 billion, would be one of the three largest SPAC transactions ever. MSP Recovery founder and CEO John Ruiz, along with the company’s senior executive team, will lead the combined company. As part of the deal, 1.0 billion warrants will be issued to former Lionheart stockholders who elect not to redeem their shares. However, no dilution is expected to result from the additional warrants, as MSP’s founders have agreed to sell an equivalent number of their shares back to the company.
NYSE releases guidelines on ESG disclosure
The NYSE has released a set of eight voluntary guidelines aimed at assisting companies in their ESG-related reporting and stakeholder engagement. The recommendations cover such topics as integrating ESG into business strategy, assessing materiality, identifying stakeholders, establishing governance, ESG research and ratings, and reporting frameworks and standards. There is an emphasis on efficiently conveying ESG performance to investors, particularly with regard to the various reporting frameworks and major ESG ratings providers. The NYSE has indicated that it will continue to communicate around ESG over the coming months.
Governance in Brief – June 8, 2023
European Parliament approves CSDDD The European Parliament has approved the “Corporate Sustainability Due Diligence Directive.” Under the new rules, companies will be required to identify and address the negative impact of their activities and value chains on human rights and the environment. Additionally, companies will need to implement climate transition plans, and, in the case of companies with more than 1,000 employees, tie directors' variable compensation to target achievement.
Governance in Brief – June 1, 2023
Citigroup to IPO Banamex after Mexican gov’t interventions hamper sales deal Citigroup has announced a plan to spin off its Mexican business, Banamex, after a failure to sell the unit to conglomerate Grupo Mexico. Citigroup had been in talks with German Larrea, CEO and Chairman of Grupo Mexico, for over a year in an attempt to orchestrate the sale of the bank, which was first announced at the start of 2022.
Governance in Brief – May 25, 2023
Activist investor pushes for leadership and strategy changes at NRG Energy Activist investor Elliott Investment Management has disclosed a 13% stake in the US-based NRG Energy and called for leadership and operational changes at the company to remedy its “meaningful underperformance.” The investor urged NRG to add independent directors with experience in the power and energy sector to its board, noting that it has already identified five executives to guide the operational and strategic changes.