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DealZone

Behind the deals and deal-makers

May 13th, 2008

Poison pills on the decline

Posted by: Jui Chakravorty
Tags: DealZone

Even though shareholder activism is on the rise and hostile deals are expected to grow, global poison pills that are in force have steadily declined over the past six months, according to Thomson Reuters Strategic Research.

The report says there were 1,320 pills in force as of March 31, down nearly 12 percent from September. Companies are letting their plans expire at a faster pace than those who are adopting and renewing plans.

“This could be in response to an unfavorable deal-making environment sparked by the credit crunch and companies may not be concerned that they are a target at the present,” the report said.

The United States, however, has been seeing increased shareholder activism. The data reflects that trend: Nearly 87% of the pills currently in-force are U.S. based companies.

The report also said there have been no pill adoptions this quarter from the 2007 Fortune 500 roster.

No first-time pills have been adopted. No pills have been renewed. Eight pills quietly expired during the first quarter of 2008.

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“Larger U.S. corporations continue to steer clear of the poison pill as a means to protect the company from unwelcome shareholders and are willing to take the risk that an unwelcome bidder could take a meaningful position. This year there has been no pill activity in Fortune 500 names except allowing the expiration of existing plans. Pressure from shareholders, concerns of corporate governance image, and a subdued M&A market likely played a role in company’s decision to abstain from renewal and adoption.

Companies considering the adoption, renewal, or expiration of poison pills should consider these steps:

  • How your shareholder base will react if a change to a poison pill policy is made.
  • Find out the voting guidelines used by investment advisors regarding poison pills.
  • Carefully weigh the pros and cons of poison pill adoptions.”

Nearly 51% of the existing poison pills in-force worldwide are up for expiration over the next three years. There was a wave of new plans that flooded the market in the late 1990s and most plans have an expiration of ten years from the time of adoption. Over one third of the outstanding pills in-force are up for expiration for the remainder of 2008 and all of 2009.

Earlier this year, data from research firm FactSet SharkWatch indicated that some industries are affected more than others when it comes to shareholder activism.

That data - which measured the percentage breakdown of the 501 campaigns in 2007 by sector - revealed why it may be better to be a non-energy minerals company than a bank if you want to steer clear of trouble.

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