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Monday, August 26, 2019 3:35:54 PM
flip-in poison pill version allows the company to issue preferred shares that only existing shareholders may buy, diluting the hostile bidder's potential purchase. "Flip-over" pills allow existing shareholders to buy the acquiring company's shares at a significantly discounted price making the takeover transaction more unattractive and expensive.
Such a strategy was implemented back in 2012 when Carl Icahn announced that he had purchased nearly 10 percent of the shares of Netflix in an attempt to take over the company. The Netflix board responded by instituting a shareholder-rights plan to make any attempted takeover excessively costly. The terms of the plan stated that if anyone bought up 10 percent or more of the company, the board would allow its shareholders to buy newly issued shares in the company at a discount, diluting the stake of any would-be corporate raiders and making a takeover virtually impossible without approval from the takeover target.
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