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Opinion: Activist shareholder's bid to oust CN Rail executive, board members is misguided – The Globe and Mail

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Founder of TCI Fund Management and activist investor Christopher Hohn is ramping up a bid to oust Canadian National Railway’s executive after the company’s failed acquisition of Kansas City Southern Railway.

Darryl Dyck/The Associated Press

Imagine for a moment that activist investor Christopher Hohn owned the Montreal Canadiens.

Picture the billionaire British founder of TCI Fund Management telling hockey fans he is firing the Habs’ general manager and coach, and sending the NHL team’s three best players to the Calgary Flames. And Mr. Hohn also owns the Flames.

That’s the sort of misalignment that exists with fellow shareholders in Canadian National Railway Co. as Mr. Hohn presses ahead with a proxy fight at the Montreal-based railway.

TCI owns 5.2 per cent of CN Rail. TCI also owns eight per cent of Calgary-based Canadian Pacific Railway Ltd.

Over the past four months, Mr. Hohn steadily ramped up a campaign against CN executives. He wanted them to end the pursuit of Kansas City Southern (KCS), the U.S. railway that ranks as the corporate equivalent of the Canadiens’ Hall of Fame goalie and two young forwards who lit it up in last year’s Stanley Cup run. Mr. Hohn now wants four of 14 directors replaced, including chair Robert Pace, and chief executive Jean-Jacques Ruest ousted.

Mr. Hohn’s approach since May effectively has conceded KCS and its coveted southwestern U.S. and Mexican network to CP Rail.

The fact that Mr. Hohn has two horses in the race for KCS, one of which is his clear favourite, means his goals differ from those of fellow CN Rail shareholders. His bare-knuckles approach to such fights has been labelled as “poison,” and Mr. Hohn has been compared to a “locust” by executives at past targets, which include Deutsche Boerse and railway CSX Corp.

Activist investor TCI turns up heat on CN Rail, proposes slate of directors

Kansas City Southern formally scraps CN takeover agreement, backs rival CP offer

Mr. Hohn makes two arguments to support TCI’s activist campaign. In letters and presentations to the CN Rail board, he showed the railway’s results lag those of rivals. Mr. Hohn also said: “The bid for KCS exposed a basic misunderstanding of the railroad industry and regulatory environment.”

The first point is true. For a number of reasons, some outside the railway’s control, CN Rail currently trails other North American railways in efficiency. However, CN Rail executives have made it clear they are on top of the problems. Operations are going to improve, no matter who is on the board.

Mr. Hohn’s second argument is self-serving nonsense. If anything, the CN Rail board and CEO should have been canned if they lost their nerve and failed to take a shot at KCS, the smallest of North America’s seven large railways, and the player with the strongest growth prospects.

For two decades, U.S. regulators at the Surface Transportation Board (STB) made it clear that any consolidation among major railways would face intense scrutiny on competition concerns. In March, when CP Rail kicked off the battle for KCS by striking a friendly, US$29-billion deal, it was universally acknowledged that if the STB was going to approve any takeover, KCS would be the target and no further deals were likely.

KCS represented a once-in-a-generation opportunity to build a network that seamlessly links Mexico’s industrial and agricultural centers to U.S. and Canadian markets. In April, CN Rail tabled a richer offer, and for a few weeks, seemed likely to win KCS.

In early July, U.S. President Joe Biden effectively changed the rules of the takeover game by signing an executive order aimed at limiting corporate concentration across all sectors. The next month, the STB nixed a key element of CN Rail’s takeover strategy on competition issues, while CP Rail raised its offer.

With CP Rail now poised to win KCS – the STB still needs to give final approval – consider what CN Rail accomplished.

Mr. Ruest came close to building the dominant player in an industry that rewards scale. He saw the landscape shift mid-deal, yet still will walk away with US$1.4-billion in termination fees – a hefty consolation prize – and the satisfaction of forcing an arch rival to pay more on an acquisition.

It’s not the outcome CN Rail’s CEO wanted. However, it’s no reason to replace Mr. Ruest and four directors. Unless you are TCI’s Chris Hohn, and your nose is out of joint because the Montreal team ignored your advice, and the Calgary team had to pay a higher price to win the prize.

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Japan’s SoftBank returns to profit after gains at Vision Fund and other investments

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TOKYO (AP) — Japanese technology group SoftBank swung back to profitability in the July-September quarter, boosted by positive results in its Vision Fund investments.

Tokyo-based SoftBank Group Corp. reported Tuesday a fiscal second quarter profit of nearly 1.18 trillion yen ($7.7 billion), compared with a 931 billion yen loss in the year-earlier period.

Quarterly sales edged up about 6% to nearly 1.77 trillion yen ($11.5 billion).

SoftBank credited income from royalties and licensing related to its holdings in Arm, a computer chip-designing company, whose business spans smartphones, data centers, networking equipment, automotive, consumer electronic devices, and AI applications.

The results were also helped by the absence of losses related to SoftBank’s investment in office-space sharing venture WeWork, which hit the previous fiscal year.

WeWork, which filed for Chapter 11 bankruptcy protection in 2023, emerged from Chapter 11 in June.

SoftBank has benefitted in recent months from rising share prices in some investment, such as U.S.-based e-commerce company Coupang, Chinese mobility provider DiDi Global and Bytedance, the Chinese developer of TikTok.

SoftBank’s financial results tend to swing wildly, partly because of its sprawling investment portfolio that includes search engine Yahoo, Chinese retailer Alibaba, and artificial intelligence company Nvidia.

SoftBank makes investments in a variety of companies that it groups together in a series of Vision Funds.

The company’s founder, Masayoshi Son, is a pioneer in technology investment in Japan. SoftBank Group does not give earnings forecasts.

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Yuri Kageyama is on X:

The Canadian Press. All rights reserved.

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Trump campaign promises unlikely to harm entrepreneurship: Shopify CFO

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Shopify Inc. executives brushed off concerns that incoming U.S. President Donald Trump will be a major detriment to many of the company’s merchants.

“There’s nothing in what we’ve heard from Trump, nor would there have been anything from (Democratic candidate) Kamala (Harris), which we think impacts the overall state of new business formation and entrepreneurship,” Shopify’s chief financial officer Jeff Hoffmeister told analysts on a call Tuesday.

“We still feel really good about all the merchants out there, all the entrepreneurs that want to start new businesses and that’s obviously not going to change with the administration.”

Hoffmeister’s comments come a week after Trump, a Republican businessman, trounced Harris in an election that will soon return him to the Oval Office.

On the campaign trail, he threatened to impose tariffs of 60 per cent on imports from China and roughly 10 per cent to 20 per cent on goods from all other countries.

If the president-elect makes good on the promise, many worry the cost of operating will soar for companies, including customers of Shopify, which sells e-commerce software to small businesses but also brands as big as Kylie Cosmetics and Victoria’s Secret.

These merchants may feel they have no choice but to pass on the increases to customers, perhaps sparking more inflation.

If Trump’s tariffs do come to fruition, Shopify’s president Harley Finkelstein pointed out China is “not a huge area” for Shopify.

However, “we can’t anticipate what every presidential administration is going to do,” he cautioned.

He likened the uncertainty facing the business community to the COVID-19 pandemic where Shopify had to help companies migrate online.

“Our job is no matter what comes the way of our merchants, we provide them with tools and service and support for them to navigate it really well,” he said.

Finkelstein was questioned about the forthcoming U.S. leadership change on a call meant to delve into Shopify’s latest earnings, which sent shares soaring 27 per cent to $158.63 shortly after Tuesday’s market open.

The Ottawa-based company, which keeps its books in U.S. dollars, reported US$828 million in net income for its third quarter, up from US$718 million in the same quarter last year, as its revenue rose 26 per cent.

Revenue for the period ended Sept. 30 totalled US$2.16 billion, up from US$1.71 billion a year earlier.

Subscription solutions revenue reached US$610 million, up from US$486 million in the same quarter last year.

Merchant solutions revenue amounted to US$1.55 billion, up from US$1.23 billion.

Shopify’s net income excluding the impact of equity investments totalled US$344 million for the quarter, up from US$173 million in the same quarter last year.

Daniel Chan, a TD Cowen analyst, said the results show Shopify has a leadership position in the e-commerce world and “a continued ability to gain market share.”

In its outlook for its fourth quarter of 2024, the company said it expects revenue to grow at a mid-to-high-twenties percentage rate on a year-over-year basis.

“Q4 guidance suggests Shopify will finish the year strong, with better-than-expected revenue growth and operating margin,” Chan pointed out in a note to investors.

This report by The Canadian Press was first published Nov. 12, 2024.

Companies in this story: (TSX:SHOP)

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RioCan cuts nearly 10 per cent staff in efficiency push as condo market slows

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TORONTO – RioCan Real Estate Investment Trust says it has cut almost 10 per cent of its staff as it deals with a slowdown in the condo market and overall pushes for greater efficiency.

The company says the cuts, which amount to around 60 employees based on its last annual filing, will mean about $9 million in restructuring charges and should translate to about $8 million in annualized cash savings.

The job cuts come as RioCan and others scale back condo development plans as the market softens, but chief executive Jonathan Gitlin says the reductions were from a companywide efficiency effort.

RioCan says it doesn’t plan to start any new construction of mixed-use properties this year and well into 2025 as it adjusts to the shifting market demand.

The company reported a net income of $96.9 million in the third quarter, up from a loss of $73.5 million last year, as it saw a $159 million boost from a favourable change in the fair value of investment properties.

RioCan reported what it says is a record-breaking 97.8 per cent occupancy rate in the quarter including retail committed occupancy of 98.6 per cent.

This report by The Canadian Press was first published Nov. 12, 2024.

Companies in this story: (TSX:REI.UN)

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