It’s been a wild trip for Twitter traders not too long ago, to say the least.
In simply two weeks, Elon Musk turned one of many social media big’s largest shareholders, stated he was becoming a member of the board, backed out of becoming a member of, after which launched a hostile takeover bid.
Now, Twitter is combating again, hoping to take care of its independence. On Friday, administration enacted a restricted length shareholder rights plan, additionally known as a “poison tablet,” in case it desires to chase away Musk’s unwelcome $43 billion “greatest and last” supply.
However what’s a so-called company poison tablet, and why would Twitter take one?
The company protection tactic dates again to the early Eighties and the daybreak of the “company raider,” a kind of investor who used ingenious financing to pursue takeover targets that will have beforehand been too costly.
Raiders would purchase a good portion of an organization’s inventory, then threaten to take over the entire firm. If the takeover succeeded, they might typically find yourself promoting components of the enterprise to pay for his or her buyout, firing staff, or splitting up the agency into totally different entities.
Enter the “poison tablet,” named after the lethal drugs utilized by spies to keep away from interrogation in the event that they had been captured. One of many Eighties’ most distinguished M&A legal professionals got here up with the go-to protection towards the dreaded company raider, even when that raider is the world’s richest particular person.
How do “poison drugs” work?
As conceived by Martin Lipton, a accomplice on the white-collar regulation agency Wachtell, Lipton, Rosen & Katz, the poison tablet is used to do one factor: make a proposed acquisition much less interesting for the acquirer.
The tactic is available in two kinds—known as the flip-in and flip-over methods. The flip-in technique permits present shareholders, apart from the acquirer, to buy extra shares at a reduction. This ends in rapid earnings for shareholders and a diluted possession stake for the acquirer, making the deal much less interesting.
A flip-over technique, alternatively, lets shareholders of the goal firm buy shares of the buying firm at a reduction if the takeover is profitable. This, in flip, dilutes the fairness within the buying firm and, once more, makes the deal much less interesting for the corporate threatening a hostile takeover.
In 2012, Netflix efficiently used a poison tablet to fend off a takeover bid from Carl Icahn, some of the well-known company raiders of the Eighties who’s now value over $16 billion. The corporate flooded the market with shares, making it excessively pricey for Icahn to finish an acquisition.
Now Twitter is following swimsuit, enacting a flip-in poison tablet technique in an try to forestall Musk from buying the corporate.
Beneath the brand new plan, which is ready to run out on April 14, 2023, if any particular person or group acquires not less than 15% of Twitter’s frequent inventory with out the board’s approval, present shareholders will likely be allowed to buy extra shares at a reduction.
“The Rights Plan will scale back the probability that any entity, particular person or group features management of Twitter by way of open market accumulation with out paying all shareholders an applicable management premium or with out offering the Board adequate time to make knowledgeable judgments and take actions which are in the perfect pursuits of shareholders,” Twitter’s board stated in a press launch.
It seems Elon Musk’s Eighties-style company raider techniques have triggered an equally retro protection technique from Twitter, and the Twitter buyout plot continues to thicken.
The poison tablet isn’t the one technique Twitter is utilizing to counter Musk’s supply. It might additionally search for a so-called white knight to counter Musk’s supply and purchase the corporate as a substitute, in line with well-known investor Mark Cuban. “Each main tech firm, Google, FB, et al is on the cellphone with their anti-trust legal professionals asking if they will purchase Twitter and get it accredited. And Twitter is on the cellphone with their legal professionals asking which might be their white knight. Gonna be fascinating,” Cuban wrote in a tweet on Thursday.
This story was initially featured on Fortune.com