Aéropostale Adopts “Poison Pill” Rights Plan

aeropostaleNew York—Aéropostale has adopted a so-called “poison pill” stockholder rights plan after one of the teen clothing retailer’s shareholders urged the company to sell the business.

The new stockholder rights plan, Aéropostale says, is not intended to prevent an acquisition of the company, but to provide shareholders with time to assess a takeover bid and explore alternatives.

Turnaround Easier as Private Company?

The board is not adopting the plan in response to any proposal to acquire control of the company. The plan is similar to plans adopted by other companies,” the company said.

The move comes less than a week after Aéropostale shareholder Crescendo Partners urged the group’s board to consider a sale of the teen retailer, arguing that its turnaround efforts would be more successful as a private company.

If a person acquires 10% or more of the company’s outstanding stock or 15% or more for a passive institutional investor, each right will become exercisable and entitle its holder to purchase a number of shares of preferred stock.

The company will allow shareholders to vote on the plan at its 2014 annual meeting, but said it will expire if it is not approved by stockholders.

 

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