Shareholder
Activism in 2015
“More activists targeted more companies
than ever before” Activist Insight, 2015
March 2015
Are you a target?
2014 saw a surge in activist activity globally and in Australia. The types of activism fell broadly into
these categories:
Board related – removal of NEDs, MDs and entire boards
Other governance issues / Two Strikes
M&A outcomes
Business strategy
Balance sheet
1
The Issues that Attract Activists are Varied.
Two Strikes provides an
excellent medium for
dissent and first - mover
control strategies by
activists.
Too many boards are
complacent; or fail to see
the risks; or are getting
outdated advice.
Institutions are actively supporting
the activists – at both a
portfolio manager AND
governance level where
they’ve bought into the
value of the
alternative strategy.
Environmental, social
and governance (ESG)
issues are becoming
mainstream and activists
are banding together
with sympathetic funds
to press for change.
2
Activists – who are they?
Other times they are
smart individuals or
boutique funds willing
to risk a fight
Sometimes they are
corporate investors,
hedge funds or
private equity
Increasingly, they are specialist
investors whose purpose in life is
to extract value from any
perceived opportunity
But also…
They are large institutions driven by changing local and global
governance mandates OR significant on-register positions.
3
What’s Changed in the Local Landscape?
Historically most activist or dissident action in Australia has been confined to smaller caps. Since
early 2012 activists have shifted gear. Qantas, Fairfax, Echo Entertainment, Dart Energy,
Brickworks/WH Soul Pattinson, Billabong, have all been targeted plus institutional agitation at
Westfield Group, Newcrest, Leighton and David Jones.
This follows the pattern of US activism over the last six years. Activism built slowly then picked up
considerably from 2012, to the point where some of the largest US corporations have come under
attack; Microsoft, Pepsico, Yahoo, Dow Chemicals, Walgreens, eBay, Herbalife & Allergan.
Last year smaller US activist funds looked over the Australian market.
With the current AUD margin, many stocks are looking cheap to
cross-border predators.
Local activists such as Sandon Capital, Mercantile Investments,
Ariadne, Thorney Opportunities Fund, Allan Gray, are cashed up
and looking hard for new opportunities.
Foreign-controlled investment banks are working overtime on new
activist and M&A projects – some will eventually go public.
4
Practical Steps.
 Examine your board
 Know your shareholder base 
 Assess corporate governance  Perform financial and peer reviews 
 Develop a communications plan
 Develop a shareholder…
 Assemble your communications team  …and media engagement strategy
 Develop an activist response manual 
5
Section II
GPS – Specialists in Defending Activist Campaigns &
Proxy Fights
6
Our Services.
GPS provides a suite of tailored services to support a company defending against an activist
campaign or proxy fight.
These include:
Strategic &
tactical advice
Beneficial
owner profiling
Discrete
institutional &
retail
shareholder
research
Share register
characterisation
Vote
modelling
Corporate
Governance and
Proxy Advisor
Support Program
Proxy
solicitation
Corporate
Governance
Impact Study
Bespoke micro
websites
7
Contact Us
We are happy to discuss our experience and insights
Murray Williams
Activism & M&A
(0411 11 90 90)
Maria Leftakis
Governance & M&A
(0411 275 275)
Andrew Thain
Proxy Fights, Capital Raisings & M&A
(0411 432 221)