Thesis: Sale of company

What it is

You argue the target should be sold to a strategic acquirer or to private equity, because (a) a credible buyer exists who would pay more than the current public-market valuation, and (b) the public-market discount is structural and unlikely to close on its own.

This is one of the rarer activist theses — most activists prefer to capture upside via reform, not exit. But when the math works, it's the cleanest realisation: the deal closes, you collect the premium.

When it's the right thesis

✅ The target trades at material discount to comparable transaction multiples (precedents show 30%+ premiums available)
✅ A credible buyer universe exists — sector consolidators, PE firms, foreign strategics
✅ The target is sub-scale or strategically isolated — better off inside a larger platform
✅ Standalone path requires execution risk that a strategic buyer can absorb more easily
❌ Don't propose if no plausible buyer (regulatory blocks, geopolitical concerns)
❌ Avoid if management is actively running a competitive process — public pressure can disrupt it
❌ Skip if the target is structurally important (national-security industries, critical infrastructure)

Required deck content

Public-market valuation vs. precedent transaction multiples
Specific buyer universe (named where possible, or category-defined)
Strategic rationale per buyer type (synergies, vertical integration, geographic expansion)
Premium math: implied price at precedent multiple, % above current
Process recommendation: formal strategic review with mandate to consider all alternatives
Anti-takeover defenses currently in place and how they should be removed (poison pill, staggered board, supermajority requirements)

The deck's primary demand

Almost always: "The Board should launch a formal strategic review with the mandate to consider all transactional alternatives, including a sale of the Company, with findings due [date]."

The activist's job is not to find the buyer (bankers do that). The activist's job is to force the auction.

Common companion thesis types

theses/governance-board.md — boards that resist sale processes often need refreshment
theses/breakup-spinoff.md — sometimes a partial sale (one segment) is the right move
theses/undervaluation.md — establishes the gap that the sale closes

Exemplars

Third Point · Campbell Soup (Oct 2018) — sale or breakup framed as alternative to standalone turnaround
Starboard · Office Depot (Aug 2013) — argued for combination with OfficeMax; deal closed
Elliott · Riverbed (Mar 2014) — sale-of-company thesis; closed at a premium 12 months later
Pershing Square · Allergan-Valeant (Apr 2014) — combined sale + hostile bid; Actavis ultimately bought Allergan at 75% premium
Engaged Capital · Outerwall (Feb 2016) — explicit sale campaign
Marcato · Sotheby's (Apr 2014) — sale process advocacy

Full list: examples/by_thesis.json → sale_of_company

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