American Apparel Inc. adopted a new, one-year stockholder rights plan to prevent any investor from acquiring a controlling stake in the embattled firm without the consent of other shareholders.
The company said the rights plan, or poison pill, is not designed to prevent an offer for the whole company.
“The rights plan is intended to protect stockholders from any threat of creeping control, provide the board and stockholders with adequate time to properly assess a take-over bid without undue pressure, and provide them with adequate time to fully assess an unsolicited take-over bid,” the company said.
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The rights plan would make it prohibitively expensive for an investor to assume control of the company and does not kick in until a person or group acquires 10 percent or more of the stock, or if an investor who already owns more than 10 percent acquires another 0.1 percent of the outstanding shares.
“The board of directors adopted the rights plan following evaluation and consultation with outside financial and legal experts,” American Apparel said. “The rights plan is not intended to prevent or deter take-over bids that offer fair treatment and value to all stockholders.”
American Apparel’s drawing plenty of interest these days.
Founder Dov Charney, who was fired last week after an investigation into alleged misconduct, owns 43 percent of the company and is said to be trying to reestablish himself at the firm.
Sources said the John Howard-led Irving Place Capital has also reached out to the company’s board, suggesting it would pay as much as $1.40 a share for the firm, subject to due diligence.
The stock closed Friday at $1.07, giving the company a market capitalization of $187 million.