Campbell Soup and Six Other SEC Filings

Voce Capital revealed on Jan. 2 that it held a 5.8% interest in the property and casualty insurer, or 1,990,676 shares. Voce reported that on Dec. 31, it entered into a cooperation agreement with Argo that would allow the appointment of a Voce representative to fill a recent board vacancy “as reasonably practicable.”

Further, the agreement gives Voce the opportunity to appoint one additional nominee and select one more candidate from a list provided by Argo by no later than Feb. 14, with all designees to face elections at the 2020 annual shareholder meeting. The agreement includes customary standstill provisions that will prevent Voce and its affiliates from owning a combined 9.5% interest in Argo’s common stock.

Decreases in Holdings

Kemet
(KEM)

Magnetar Financial reported a smaller position in the electronics manufacturer of 2,895,590 shares, equal to nearly 5% of the outstanding stock. Magnetar’s holding accounted for the purchase of 78,640 shares from Dec. 2 to Dec. 12, 2019, and the sale of 229,312 shares during the period of Dec. 3 through Dec. 30, 2019. The additions occurred at prices from $26.54 to $26.93 per share, while the sales were transacted at $26.36 to $27.02 apiece.

Oil-Dri Corporation of America
(ODC)

Gamco
(GBL) reduced its interest in the sorbent materials maker to nearly 13.4%. From Nov. 21, 2019, through Jan. 3, 2020, Gamco sold 50,420 shares at prices ranging from $34.10 to $38 apiece, leaving it with 724,998 outstanding shares. No reason was given for the divestments.

Campbell Soup
(CPB)

Third Point lowered its stake in the food and beverage firm to 12,500,000 shares through the net sale of 2,050,000 shares. Those sales were transacted at per share prices of $46.20 to $48.46 from Nov. 7, 2019, to Jan. 6, 2020, and give Third Point an approximate 4.1% interest in Campbell. Third Point cited that the desire to sell was due to a “portfolio management determination,” as Campbell “had appreciated significantly since the original investment was made in 2018.” Third Point also disclosed that it was “pleased” with Campbell’s performance and was “confident” in the CEO’s ability “to continue to create value for shareholders.” Third Point noted that it intends to continue its collaboration with Campbell.

Itron
(ITRI)

Scopia Management reduced its holding in the utility-metering technology company to 1,808,712 shares. From Nov. 7, 2019, through Jan. 6, 2020, Scopia sold 112,481 shares at prices ranging from $74.86 to $84.27 each. At the height of its ownership in mid-2018, Scopia possessed roughly 5.5 million shares, nearly 14% of Itron’s outstanding stock. Following the latest sales, it now owns 4.6%.

O-I Glass
(OI)

Atlantic Investment Management reported a smaller position of 7,651,765 shares in the industrial firm, equal to 4.9% of the tradable stock. Atlantic Investment cut its stake by about 17% with the sale of 1,602,405 shares at prices ranging from $9.51 to $13.55 apiece from Nov. 22, 2019, through Jan. 8, 2020. Atlantic noted that it has “continued to engage in discussions with members of management and the board” regarding a myriad of topics, though it has no current plans or proposals in play.

Increases in Holdings

International Flavors
& Fragrances (IFF)

Winder Investment reported holding 21,552,326 shares of the flavor- and fragrance-ingredients maker following the purchase of 325,133 shares at the end of 2019. From Dec. 26 to Dec. 31, Winder bought at prices ranging from $123.49 to $127.87 per share, lifting its interest in International Flavors & Fragrances to 20%.

The Activist Spotlight

Red Robin Gourmet Burgers
(RRGB)

Business: operates and franchises full-service restaurants

Investor’s Average Cost: $31.19 per share

Stock Market Value: $425 million ($32.87/share)

What’s Happening: Viex Capital Advisors is disappointed that the company failed to disclose a strategic plan to generate shareholder value after rejecting Vintage Capital’s offer to acquire the company.

Key Numbers:

11.6%: Red Robin’s common owned by Vintage

6.7%: Red Robin’s common owned by Viex

$40: the per-share price that Vintage offered to acquire Red Robin

Behind the Scenes:

Vintage Capital has urged the board to explore a sale of the company and search for a new CEO. On July 18, 2019, Vintage made a nonbinding proposal to acquire the company. The company rejected Vintage’s offer and hired Paul Murphy as CEO. Vintage does not believe that the company had any interest in meaningful engagement with it and is assessing its options to replace all or part of the board. Viex is concerned that the company adopted a poison pill and hired defense counsel following Vintage’s offer without detailing a plan to operate as a stand-alone company. Viex notes that the company is operating in a consolidating industry where transactions have occurred at very healthy multiples and has discussed with management and other shareholders whether these defensive measures are truly in the best interest of shareholders. Vintage is requesting a waiver from the poison pill to acquire more than 10% of the company’s common stock.

—Kenneth Squire

The 13D Activist Fund, a mutual fund run by an affiliate of the author and not connected to Barron’s, has no position in Immersion. In addition, the author publishes and sells 13D research reports, whose buyers may include representatives of participants in, and targets of, shareholder activism.

Email: [email protected]