Aéropostale Inc.’s board, which is being pressured by investors to consider selling the company, put a poison pill in place to make sure things don’t move too fast.
This story first appeared in the November 27, 2013 issue of WWD. Subscribe Today.
The New York-based company adopted a stockholder-rights plan Tuesday that allows shareholders to purchase preferred stock if a person or group acquires 10 percent or more of the company, or if a passive institutional investor takes a stake of 15 percent or higher, with some exceptions.
That makes it harder for an investor to take control of the retailer without its consent.
“The plan is not intended to prevent an acquisition of the company on terms that the board considers favorable to, and in the best interests of, all stockholders,” the company said. “Rather, the plan aims to provide stockholders with adequate time to fully assess a takeover bid, and, if appropriate, allow the board time to explore alternatives to maximize stockholder value.”
Shareholders will get a chance to vote on whether or not to continue the rights plan at the firm’s 2014 annual meeting.
Aéropostale said the poison pill was not a response to any proposal to acquire control of the retailer.
In September, private equity firm Sycamore Partners took an 8 percent stake in Aéropostale with an eye toward acquiring the teen retailer. Likewise, Dallas-based Hirzel Capital Management took a 6 percent stake and said it wanted to engage the retailer’s management in discussions. Crescendo Partners also said it had a stake and suggested the firm hire investment bankers to “run a broad sale process.”
The retailer operates 902 Aéropostale and 149 P.S. from Aéropostale units in the U.S. and 79 Aéropostale doors in Canada.