Twitter’s desperate gambit on Friday to stave off Elon Musk’s bid for a hostile takeover is technically known as a shareholder rights’ plan, but investors call it a “poison pill.” Here’s how it works, and what might happen next:
A poison pill allows other shareholders – but not the would-be buyer – to scoop up newly minted shares at a discount, boosting their investments while forcing the target to swallow “economic poison” by having his shares diluted. The move is an unmistakable signal that the board is not interested in the prospective hostile acquiror, despite a potential profit for shareholders. If the maneuver succeeds, shareholders are certain to flood the courts with lawsuits, accusing the directors of Twitter of breaching their fiduciary duties.
There are three possible outcomes now, none of which are ideal for Twitter’s current board: Musk could win by successfully initiating a proxy contest to remove the directors and nix the poison pill; Musk forces the company to find a “white knight,” or alternative buyer, potentially at a higher price, thus making his shares more valuable; Musk walks away and leaves the company and the board facing a pile of lawsuits as shareholders blame them for hurting the value of their stock.
The Daily Wire reported Friday:
“Twitter, Inc. today announced that its Board of Directors has unanimously adopted a limited duration shareholder rights plan (the ‘Rights Plan’),” a press release from the company said. “The Board adopted the Rights Plan following an unsolicited, non-binding proposal to acquire Twitter.”
“The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter,” it continued. “The Rights Plan will reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders.”
“The Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of Twitter and its shareholders,” Twitter said.
“Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 15% or more of Twitter’s outstanding common stock in a transaction not approved by the Board,” the company added. “In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the right.”