The rights will often be good for 10 years and the

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stock price. The rights will often be good for 10 years, and the purchase or exercise price is usually a reasonable estimate of what the stock will be worth at the end of that time. In addition, unlike ordinary stock rights, these rights can’t be exercised immediately, and they can’t be bought and sold separately from the stock. Also, they can essentially be canceled by management at any time; often, they can be redeemed (bought back) for a penny apiece, or some similarly trivial amount. Things get interesting when, under certain circumstances, the rights are “triggered.” This means that the rights become exercisable, they can be bought and sold separately from the stock, and they are not easily canceled or redeemed. Typically, the rights will be trig- gered when someone acquires 20 percent of the common stock or announces a tender offer. When the rights are triggered, they can be exercised. Because they are out of the money, this fact is not especially important. Certain other features come into play, however. The most important is the flip-in provision . The flip-in provision is the “poison” in the pill. In the event of an unfriendly takeover attempt, the holder of a right can pay the exercise price and receive common stock in the target firm worth twice the exercise price. In other words, holders of the rights can buy stock in the target firm at half price. Simultaneously, the rights owned by the raider (the acquirer) are voided. The goal of the flip-in provision is to massively dilute the raider’s ownership position. 5 The rights issued in connection with an SRP are poison pills because anyone trying to force a merger will trigger the rights. When this happens, all the target firm’s stockholders can effectively buy stock in the merged firm at half price. This greatly increases the cost of the merger to the bidder because the target firm’s shareholders end up with a much larger percentage of the merged firm. Notice that the flip-in provision doesn’t prevent someone from acquiring control of a firm by purchasing a majority interest. It just acts to vastly increase the cost of doing so. The intention of a poison pill is to force a bidder to negotiate with management. Fre- quently, merger offers are made with the contingency that the rights will be canceled by the target firm. Some new varieties of poison pills have appeared on the scene in recent years. For ex- ample, a “chewable” pill, common in Canada but not in the United States, is a pill that is installed by shareholder vote and can be redeemed by shareholder vote. Then there’s the “deadhand pill,” which explicitly gives the directors who installed the pill, or their hand- picked successors, the authority to remove the pill. This type of pill is controversial because it makes it virtually impossible for new directors elected by stockholders to remove an existing poison pill.
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  • Spring '12
  • Scott
  • Firm, Firm B

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