Core Viewpoint - The portfolio managers of GAM funds express strong concerns regarding the proposed tender offer by Samvardhana Motherson International (SAMIL) for Yutaka Giken, highlighting inadequate minority shareholder protections and questioning the fairness of the transaction [1][2]. Group 1: Tender Offer Concerns - The initial open letter criticized the tender offer as the "most egregious takeover offer" in decades, with a mere 6.4% premium compared to an average of 28.7% in similar transactions, valuing Yutaka below its net cash position [2][40]. - The second letter emphasizes that the Board's response to their concerns was "totally insufficient," failing to justify the low economic value of the proposed sale [3][26]. - The tender offer is structured as a two-step transaction aimed at delisting Yutaka and squeezing out minority shareholders, requiring the Board to reassess the fairness of the price and process [4][27]. Group 2: Minority Shareholder Protections - The absence of a Majority-of-Minority (MoM) safeguard in a controller-initiated transaction is highlighted, as Honda retains significant influence and is expected to hold 19% of Yutaka's shares post-transaction [5][28]. - The all-cash tender offer lacks a minimum acceptance condition, allowing the transaction to proceed even with minimal minority shareholder participation, raising concerns about the adequacy of protections [6][30]. - The closed price-setting process in the two-step squeeze-out means the tender offer price effectively becomes the final price for all minority shareholders, which is determined without their participation [7][32]. Group 3: Valuation Issues - The tender offer price is deemed materially inadequate when compared to objective valuation benchmarks, with the offer price being significantly lower than the company's net cash, tangible book value, and comparable transaction valuations [34][48]. - The lack of transparency in the valuation process, including undisclosed assumptions in the DCF analysis, raises serious concerns about the fairness of the price determination [46][45]. - The portfolio managers argue that the tender offer price should be at least 50-70% higher than the current offer based on various valuation metrics [51][48]. Group 4: Potential Conflicts and Governance - Concerns are raised about potential ancillary transactions between SAMIL, Yutaka, and Honda post-closing, suggesting that these could deprive minority shareholders of fair value [11][39]. - The letter calls for an extraordinary general meeting to solicit minority shareholder views, which would enhance the legitimacy of the Board's decision-making process [10][38]. - The overall governance of the transaction is criticized for lacking transparency and failing to maximize shareholder value, which could damage the reputation of Japanese corporate governance [49][41].

2026 Market and Backlog January 21, 2026 Safe Harbor Statement Certain statements and projections contained in this presentation are, by their nature, forward- looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be ide ...

Group 1 - The Chinese market regulator has approved American Axle & Manufacturing's acquisition of Dowlais Group, which owns GKN Automotive, indicating a positive regulatory stance towards the deal [1] - The approval suggests that the regulator has thoroughly evaluated the potential impacts of the acquisition on the market [1]

Core Viewpoint - Visteon is currently in Phase 2 of its Adhishthana cycle, having experienced a decline of over 28% since September of the previous year, indicating potential structural issues within its stock performance [1]. Group 1: Phase Analysis - Phase 2 of the Adhishthana framework consists of two segments: the Sankhya period characterized by consolidation and sluggish price action, followed by the Buddhi period where stocks typically see stronger directional moves [2]. - Visteon exhibited a deviation from expected behavior during the Sankhya period, rallying over 70% instead of showing sluggishness, which is a structural anomaly [3]. - The transition into the Buddhi segment has led to a significant reversal in Visteon's stock trend, resulting in a correction exceeding 28% [4]. Group 2: Future Outlook - The conclusion of Phase 2 is anticipated around early June, suggesting that Visteon will continue to face pressure and volatility until the phase matures [6]. - Given the current deviation and ongoing corrective behavior, the risk profile for Visteon remains skewed to the downside, advising investors to refrain from initiating new positions until clearer alignment with the Adhishthana framework is observed [7].

Core Insights - Sensata has launched STEV high-voltage contactors designed for high efficiency and robust protection, catering to the evolving demands of electric vehicles (EVs) [1] Company Overview - Sensata is focusing on the electric vehicle market by introducing advanced components that enhance performance and safety [1] Industry Trends - The demand for high-efficiency components in the EV sector is increasing, necessitating innovations like the STEV high-voltage contactors [1]

Core Insights - The transaction involving Jason Cardew, CFO of Lear Corporation, reflects a procedural sale rather than a directional signal for investors, as it aligns with his recent trading patterns and does not significantly alter the long-term investment thesis for the company [6][8]. Company Overview - Lear Corporation is a global supplier specializing in automotive seating and electrical systems, leveraging deep engineering expertise and a broad product portfolio to deliver integrated solutions for vehicle manufacturers worldwide [5]. - The company has a diversified customer base and a strong presence across major automotive markets, supporting its competitive positioning and growth strategy [5]. Transaction Details - Jason Cardew sold 5,000 shares of Lear Corporation for approximately $590,845, which represents a 24.70% reduction in his direct holdings, leaving him with 15,244 shares [2][3][4]. - This sale matches the largest single insider sale by Cardew over the last decade and is consistent with the recent median sale size in both absolute terms and as a percentage of holdings [3][4]. Financial Performance - In the third quarter, Lear reported revenue of $5.7 billion, reflecting a 2% year-over-year increase, alongside adjusted earnings per share of $2.79 [7]. - The management raised its full-year free cash flow outlook to as much as $525 million, indicating balance sheet strength despite challenges in global vehicle production [7].

Core Viewpoint - Dana Incorporated will host a webcast and conference call on January 21, 2026, to discuss market outlook, new business growth, capital return strategy, and preliminary results for 2025 [1]. Group 1: Conference Call Details - The call will feature insights from Dana's Chairman and CEO R. Bruce McDonald, CFO Timothy Kraus, and other management team members [2]. - Access to the conference call is available via domestic and international telephone numbers, with a specific Conference ID provided [2]. - Audio streaming and presentation slides will be available on Dana's investor website [2]. Group 2: Company Overview - Dana is a leader in designing and manufacturing propulsion and energy-management solutions for various mobility markets globally [4]. - The company reported sales of approximately $7.7 billion in 2024 and employs around 28,000 people across 24 countries [5]. - Dana has been recognized as one of the "World's Most Ethical Companies" for 2025 and one of "America's Most Responsible Companies 2025" [5].

Core Viewpoint - The portfolio managers of GAM-managed special situations funds are advocating for full transparency regarding the fairness analysis of the proposed tender offer by Samvardhana Motherson International (SAMIL) for Yutaka Giken, urging either the abandonment of the transaction or a significantly higher offer price to protect minority shareholders [1][2][4]. Summary by Relevant Sections Tender Offer Details - The tender offer premium for Yutaka Giken's shares is only 6.4%, significantly lower than the average premium of 28.7% observed in comparable transactions [3][8]. - The proposed offer price of ¥3,024 per share is viewed as inadequate, with the portfolio managers suggesting that a fair price should be at least 50-70% higher [19]. Valuation Concerns - The implied valuation from the tender offer is reported to be below Yutaka Giken's net cash of ¥42.2 billion, raising concerns about the fairness of the offer [3][12]. - The portfolio managers have highlighted that the tender offer price does not meet average premium levels seen in similar transactions, and no quantitative justification has been provided for the low premium [13][18]. Recommendations - The portfolio managers are calling for the publication of the fairness opinion and the underlying valuation work, including key assumptions used in discounted cash flow (DCF) analysis [7][14]. - They recommend reassessing the transaction to either withdraw it or secure a significantly higher price, noting that the current offer undervalues Yutaka Giken [4][19]. Market Reaction and Implications - Following the announcement of the tender offer, SAMIL's market capitalization increased significantly, suggesting that the acquisition is being viewed favorably by the market despite the low offer price [10]. - The transaction is seen as potentially damaging to the reputation of Japanese corporate governance, particularly regarding the treatment of minority shareholders [20]. Financial Metrics - Yutaka Giken's forecasted revenue for FY 3/26 is ¥162.0 billion, with an EBITDA margin of 9.5% [17]. - The tangible book value of Yutaka Giken is reported at ¥100.2 billion, indicating that the tender offer price represents a price-to-book ratio of 0.30x [17]. Conclusion - The portfolio managers express strong disappointment with the sale process, citing a lack of transparency and governance flaws, and emphasize the need for a fair valuation that reflects Yutaka Giken's intrinsic value [12][20].

Market Overview - The U.S. stock market opened with mixed performance on December 26, 2025, as traders returned from the Christmas holiday, with major indexes showing cautious movements after a robust week [1] - The S&P 500 (SPX) edged up 0.1%, the Dow Jones Industrial Average (DJIA) was largely unchanged, and the Nasdaq Composite (COMP) rose 0.2% [2] Major Market Indexes Performance - On December 24, the DJIA surged 0.6%, or 288.75 points, closing at a record high of 48,731.16, while the Nasdaq Composite finished up 0.2% at 23,613.31, driven by gains in AI-related companies [3] - The S&P 500 gained 0.3% to reach a new all-time closing high of 6,932.05, touching an intraday record of 6,937.32 [3] Economic Data - Initial jobless claims for the week ended December 24 decreased by 10,000 to 214,000, lower than the consensus estimate of 221,000, while continuing claims increased by 38,000 to 1.923 million [4] Upcoming Market Events - Key economic releases to watch include the Case-Shiller Home Price Index for October and Pending Home Sales for November, along with the December FOMC meeting minutes [5] Key Company News and Stock Movers - Nvidia (NVDA) shares dipped 0.3% but later rebounded by 1.1% after announcing a $20 billion all-cash acquisition of assets from Groq [6] - Nike Inc. (NKE) shares surged 4.6% after Apple CEO Tim Cook purchased $3 million worth of stock, with shares up 0.5% in recent trading [7] - Dynavax Technologies Corp. (DVAX) jumped 38.2% after Sanofi announced its acquisition in a deal valued at approximately $2.2 billion [8] - Intel Corp. (INTC) shares fell 0.5% after Nvidia ceased testing manufacturing chips using Intel's production process [9] - Micron Technology Inc. (MU) rose 3.8%, and Snowflake (SNOW) is in talks to acquire Observe for around $1 billion [10] Broader Market Trends - Gold and silver prices reached new record highs, reflecting demand for safe-haven assets, while WTI crude oil futures dipped slightly [11] - The U.S. 10-year Treasury yield decreased to 4.12%, and Bitcoin was trading around $89,000 [11] - The CBOE Volatility Index (VIX) decreased by 3.8%, indicating reduced market apprehension [11]

Market Overview - U.S. stock markets resumed normal trading hours on December 26, 2025, following the Christmas holiday, with major indices closing at record highs due to strong AI sector performance and positive economic data [1][3] - The Dow Jones Industrial Average (DJIA) rose 0.6% to 48,731.16, the S&P 500 (SPX) gained 0.3% to 6,932.05, and the Nasdaq Composite (IXIC) increased 0.2% to 23,613.31 [3] Premarket Activity - In premarket trading, Dow Jones futures were down approximately 0.1% to 0.2%, while S&P 500 futures showed a fractional decline of 0.03% to 0.1% lower; Nasdaq 100 futures edged slightly higher by 0.00% to 0.02% [4] Corporate Earnings and Developments - Nvidia (NVDA) shares rose 0.6% to 0.7% in premarket trading following the announcement of a $20 billion acquisition of assets from AI chip startup Groq, aimed at strengthening its position in the AI inference sector [8] - Nike (NKE) shares surged 4.6% on December 24, supported by a regulatory filing revealing Apple CEO Tim Cook's $3 million purchase of Nike shares [9] - Micron Technology (MU) shares rose 3.8% on December 24 and continued to gain 2% in premarket trading, contributing to a nearly 22% increase this month due to optimistic earnings forecasts [13] - Dynavax Technologies Corp. (DVAX) shares soared 38.2% after Sanofi announced its acquisition of the company for approximately $2.2 billion [13] - Intel Corp. (INTC) shares fell 0.5% after reports that Nvidia has ceased testing its 18A production process with Intel [13] - Snowflake (SNOW) is reportedly in advanced discussions to acquire AI-native startup Observe for around $1 billion, which would be its largest acquisition to date [13] - Prudential Financial (PRU) shares rebounded after a planned share buyback program of up to $1 billion was announced [13] - Biohaven Pharmaceutical (BHVN) shares dropped 13.4% in premarket trading after its depression drug failed in a clinical trial [13] - DENSO Corporation announced a joint development agreement with MediaTek Inc. to accelerate next-generation automotive system-on-chips [13] - Infineon Technologies achieved a milestone with all global operations now supplied with 100% green electricity [13]