Activist investor seeks Tirlán support for Glanbia 'strategic review' (2025)

An activist investment company, which is a shareholder in Glanbia, has written to the board of Tirlán seeking support for a “fundamental strategic review focused on separating Glanbia’s distinct business units”.

Clearway Capital, the German-based investment firm established in 2021 by Gianluca Ferrari, acquired a minority stake in Glanbia almost three years ago.

Tirlán, the farmer owned dairy co-op, is the largest shareholder in Glanbia with a 29% stake in the global nutrition company.

Letter

In the letter seen by Agriland, Clearway points to “the persistently disappointing returns that Glanbia has delivered to its shareholders over the past several years including to Tirlán Co-operative Society and to the thousands of society members who own shares directly”.

The letter claims that the sharp decline in Glanbia’s share price since its peak last year has resulted in Tirlán losing over €710 million of value.

“The speed and severity of the decline highlights not only the disappointment with short-term performance but the market’s broader loss of faith in the group’s strategy,” it said.

Glanbia shares are currently trading around €10/share, having reached a high of over €19/share last year.

The letter states that Glanbia has attributed its recent underperformance to elevated input costs, specifically high whey prices.

“This explanation stands in direct contrast to the longstanding justification for Glanbia’s complex corporate structure, namely, that the diversification of its business units would provide shareholders a natural hedge against precisely this type of volatility,” Clearway said.

The letter outlined that investors are now being guided to wait for a potential “normalisation” of whey prices in late 2025 or 2026”.

“It is deeply unfair to the thousands of Tirlán society members who own shares and whose livelihoods depend on strong dairy prices to be told that their investment will only recover in value when those very prices decline, especially when the underlying structural issues that could unlock substantial value remain unaddressed,” the letter added.

Glanbia

Clearway believes that a formal, board-led strategic review focused specifically on the separation of Glanbia’s three business units is “not only overdue but essential”.

“Tirlán’s leadership and public support are now critical to driving this process forward and ensuring its success,” it said.

The letter argues that while each Glanbia division “may be successful in its own right, they differ fundamentally in their commercial models, customers, capital needs, and strategic direction”.

“At the core of this disconnect are three very different business units: Glanbia Performance Nutrition (GPN), comprising global consumer brands; Health and Nutrition, a specialty ingredients business; and Dairy Nutrition, comprising cheese manufacturing and dairy ingredients.

“The separation between these business lines is more than thematic, it is economic, strategic, and increasingly unavoidable,” it said.

“We are aware that other major institutional shareholders have recently conveyed similar messages to the company in private, underscoring broad shareholder consensus on the need for a decisive path forward,” Clearway claimed.

The letter suggests that this “separation” could be achieved through various means, including a sale of Glanbia’s dairy and ingredients assets, a spin-off of GPN to existing shareholders and its listing on a US exchange, a strategic sale of GPN or a combination of these approaches.

Clearway said that a strategic review process “should be undertaken swiftly and transparently”.

“With the upcoming Glanbia and Tirlán AGMs in April and May 2025 respectively, there is a critical window of opportunity to signal to all stakeholders that Glanbia’s largest shareholder is committed to restoring value and strategic clarity,” it said.

When contacted by Agriland, Glanbia said that it was not making any comment on the letter at this time. A spokesperson for Tirlán also said they had no comment to make in relation to it.

Clearway previously wrote to the board of Glanbia in 2022 outlining proposals it claimed would double the company’s market value.

AGM

In February, Glanbia confirmed that it will sell the SlimFast brand as it released its preliminary financial results for 2024.

Glanbia said it delivered a “strong financial and operating performance” in 2024 with group revenue was $3,839.7 million (2023: $3,629.8 million), up 5.8% on a constant currency basis.

Group EBITDA (earnings before interest, taxes, depreciation and amortisation) – before “exceptional items” – was $551.3 million (2023: $493.4 million), up 11.8% on a constant currency basis.

Glanbia will hold its annual general meeting (AGM) at 11:00a.m on Wednesday, April 30 at the Killashee Hotel, Killashee, Naas, Co. Kildare.

While Tirlán will gather for its AGM at 11:00a.m on Wednesday, May 7 at the Lyrath Estate Hotel, Paulstown Road, Lyrath, Kilkenny.