Proxy adviser Institutional Shareholder Services (ISS) has recommended that shareholders in Third Point Investors Limited (TPIL) vote against its proposed acquisition of Malibu Life Reinsurance SPC, according to a report by Reuters.

ISS has warned that the transaction would fundamentally alter the investment profile of the listed hedge fund vehicle without offering minority investors a viable exit at fair value.

The contentious deal – backed by Daniel Loeb, founder of hedge fund Third Point – is slated for a shareholder vote on 14 August and would effectively transform TPIL from a UK-listed feeder fund into a Cayman-domiciled entity with a new identity: Malibu Life Holdings Ltd.

ISS said the planned acquisition and structural changes would constitute a reverse takeover under UK listing rules, raising serious questions about governance, transparency, and shareholder rights. The firm criticised the lack of an adequate liquidity mechanism for minority holders, who would face a significantly altered risk-return proposition post-deal.

TPIL, which listed in London in 2007, was designed to give public market investors exposure to Loeb’s flagship hedge fund, which is based in New York. The Malibu transaction marks a shift away from that original mandate, aligning TPIL more closely with Loeb’s newer venture, Malibu Life Re, a life annuity reinsurance platform launched in 2024.

A group of activist shareholders – including Asset Value Investors, Metage Capital, Evelyn Partners Investment Management, Australia-based Staude Capital, and California-based Almitas Capital – has strongly opposed the deal. In a statement, the group said that without the voting support of Loeb and affiliated parties, the transaction would likely fail.

According to TPIL, it has received irrevocable undertakings from shareholders representing 45% of the company’s voting rights, including 25% held by Third Point Management. The dissenting group claims to have contacted an additional 10% of shareholders that also oppose the deal, although their identities have not been independently verified.

TPIL did not immediately comment on ISS’s recommendation.