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Poison pill

A defence that lets all shareholders except a hostile bidder buy new shares cheaply, massively diluting anyone who crosses an ownership threshold.

A rights plan is triggered when a party exceeds a stated stake, commonly 10% to 20%. Every other holder can then buy shares at a deep discount, so the bidder's stake is diluted to irrelevance. In practice pills are almost never triggered; their purpose is to force the bidder to negotiate with the board.

Pills are also used against activist-investor stake-building, and boards adopt them defensively after a sharp price fall.

Example: a bidder buys 11% of a company with a 10% pill. Remaining holders can buy shares at half price. If they do, the share count roughly doubles and the bidder's stake falls from 11% to about 5.5% while its cost per share of influence doubles.

Related: hostile-takeover, activist-investor, proxy-fight

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