Search: poison pill

Iron Mountain Implements Poison Pill

April 7, 2011

Lately, poison pills have been all the rage (in part because of the Airgas decision in Delaware).  Iron Mountain–a document retention company–has recently adopted a pill after a hedge fund, Elliott Management, pushed Iron Mountain to convert itself into a Real Estate Investment Trust (REIT). Under the poison pill’s terms, if any investor acquires more […]

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Delaware Supreme Court Upholds Another “Poison Pill”

March 8, 2011

After the Airgas/Air Products poison pill was upheld, the Delaware Supreme Court’s recent decision provided even more support for for a board of directors to use a poison pill to curb a hostile takeover.  In a one-page order, the Delaware Supreme  Court affirmed Vice Chancellor Strine’s post-trial opinion in Yucaipa American Alliance Fund II, L.P. […]

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What is a “Poison Pill”?

February 24, 2011

As promised, here is a post about what is referred to as a “poison pill.”  Takeover jargon is filled with fun terms like “poison pill” and “white knight” and “shark repellent.”   These terms are so colorful mostly because they describe boring contractual provisions and esoteric corporate governance concepts.  A “poison pill” is formally known as […]

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Just Say No: To a 45% Premium?

June 6, 2011

This afternoon, the NY Times Dealbook reported that packaging maker Temple-Inland rejected an unsolicited offer from International Paper that amounted to a 45% premium.  Temple-Inland is saying that the offer “grossly undervalues” the company.  It better get its poison pill ready, because a hostile takeover is coming. UPDATE:  Here is the hostile takeover.

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Mentor Graphics Board Adopts a Different Takeover Mechanism

March 24, 2011

I’ve posted (a bunch) about poison pill provisions as a defense to corporate takeovers.  As the NY Times Dealbook reports, Mentor Graphics, on the other hand, is trying to subvert a takeover from Carl Icahn in a different manner.  Specifically, Icahn is trying to nominate directors that he can control over the directors that are […]

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Family Dollar Could Be a Hostile Takeover Target

March 17, 2011

As I speculated here, after Family Dollar’s rejection of the Trian Group’s “inadequate” acquisition proposal, reports show that Trian may be in the mood to take an offer directly to shareholders via a hostile takeover.  This is a situation where, prior to the Airgas decision, Trian may try to challenge Family Dollar’s use of its […]

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Just Say No: Lawson Software’s Board Must Decide on Takeunder

March 14, 2011

I’ve posted plenty about poison pills and takeovers.  But recently, there have been some “takeunders.”  A takeunder is an acquisition where the buyer pays less per share than the current trading price.  The most recent example of this Lawson Software, which just received a bid that valued the company at $0.30  less than its trading […]

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Just Say No: Family Dollar Rejects Takeover Offer

March 5, 2011

Earlier, I wrote about the “poison pill” as a defense for a hostile takeover.   The NY Times Dealbook is reporting on the precursor to a possible hostile takeover, with Family Dollar rejecting a friendly takeover bid from Nelson Peltz’s Trian Group, a hedge fund (as explained here).  Basically, Peltz contacted Family Dollar’s board with […]

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Airgas/Air Products: The Deal Professor’s Take

February 19, 2011

This blog previously to the “Deal Professor” about the Airgas/Air Products litigation.  He’s at it again with a great post about the ramifications of the Delaware Chancery Court’s upholding Airgas’ poison pill (I’ll discuss poison pills soon, promise).   First, he analyzes Air Products’ strategy: Air Products instead focused all its effort on the legal […]

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Airgas and Air Products Litigation Update

February 5, 2011

This blog was started well after the Airgas/Air Products deal litigation started, but since, the litigation has come to a head.  ”The Deal Professor” Steven Davidoff provides a good refresher/analysis (including the parties’ briefs!) here.   If you want more information about the case, Francis Pileggi’s Delaware Corporate and Commercial Litigation Blog has excellent coverage […]

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