Saturday, January 05, 2013 8:50:06 PM
Poison pill explained:
A shareholder rights plan, also known as a "poison pill", is one of the most effective defense tactics available to publicly traded corporations. A poison pill is designed to make the transaction being pursued by a hostile bidder extremely unattractive from an economic perspective, compelling the bidder to negotiate with the target's Board of Directors.
Generally, a poison pill issues rights to all existing shareholders, with the exception of the hostile suitor, to acquire stock of the target (or of the aggressor upon a subsequent merger) at prices significantly below market. These rights are triggered by certain specified events, such as the announcement of a cash tender offer or the acquisition by an outsider of a specified percentage of the target's shares. Thus, a poison pill is effective because it dilutes the economic interest of the hostile suitor in the target, making the transaction both economically unattractive and impractical if pursued on a hostile basis.
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