What Twitter’s ‘Poison Pill’ Is Supposed to Do

Twitter is making an attempt to thwart billionaire Elon Musk’s takeover try with a “poison capsule” — a financial device that companies have been wielding against unwelcome suitors for decades.

What are poison pills supposed to do?

The ingredients of each poison pill vary, but they’re all designed to give corporate boards an option to flood the market with so much newly created stock that a takeover becomes prohibitively expensive. The strategy was popularized back in the 1980s when publicly held companies were being stalked by corporate raiders such as Carl Icahn — now more frequently described as “activist investors.”

Twitter did not disclose the main points of its poison capsule Friday however mentioned it could present extra info in a forthcoming submitting with the Securities and Exchange Commission, which the corporate delayed as a result of public markets had been closed Friday.

The San Francisco firm’s plan will likely be triggered if a shareholder accumulates a stake of 15 p.c or extra. Musk, finest generally known as CEO of electrical automobile maker Tesla, at the moment holds a roughly 9 p.c stake.

Can a poison capsule be a negotiating ploy?

Although they’re supposed to assist forestall an unsolicited takeover, poison drugs additionally usually open the door to additional negotiations that may drive a bidder to sweeten the deal. If the next value is smart to the board, a poison capsule can merely be forged apart together with the acrimony it provoked, clearing the way in which for a sale to accomplished.

True to type, Twitter left its door open by emphasizing that its poison capsule will not forestall its board from “partaking with events or accepting an acquisition proposal” at a higher price.

Adopting a poison pill also frequently results in lawsuits alleging that a corporate board and management team is using the tactic to keep their jobs against the best interests of shareholders. These complaints are sometimes filed by shareholders who think a takeover offer is fair and want to cash out at that price or by the bidder vying to make the purchase.

How did Elon Musk react to twitter’s announcement?

Musk, a prolific tweeter with 82 million followers on Twitter, had no immediate reaction to the company’s poison pill. But on Thursday he indicated he was ready to wage a legal battle.

“If the current Twitter board takes actions contrary to shareholder interests, they would be breaching their fiduciary duty,” Musk tweeted. “The legal responsibility they might thereby assume can be titanic in scale.”

Musk has publicly said that its $43 billion (roughly Rs. 3,28,250 crore) bid is his best and final offer for Twitter, but other corporate suitors have made similar statements before ultimately upping the ante. With an estimated fortune of $265 billion (roughly Rs. 20,22,860 crore), Musk would seem to have deep enough pockets to raise his offer, although he is still working out how to finance the proposed purchase.

How has this defence worked in the past?

Takeover tussles often dissolve into gamesmanship that include poison pills and other manoeuvres designed to make a buyout more difficult. That’s what happened in one of the biggest and most drawn-out takeover dances in Silicon Valley history.

After business software maker Oracle made an unsolicited $5.1 billion (roughly Rs. 38,930 crore) offer for its smaller rival PeopleSoft in June 2003, the two companies spent the next 18 months fighting with each other.

As part of its defence, PeopleSoft not only adopted a poison pill that authorized the board to flood the market with more shares, it also created what it called a “customer assurance program.” That plan promised to pay clients 5 instances the price of their software program licenses if PeopleSoft was bought inside the subsequent two years, creating an estimated legal responsibility of as much as $800 million (roughly Rs. 6,100 crore) for an buying firm.

PeopleSoft additionally acquired one other serving to hand when the US Department of Justice filed an antitrust lawsuit searching for to dam a takeover, though a choose dominated in Oracle’s favour.

Even although the corporate ended up promoting to Oracle, PeopleSoft’s defence technique paid off for its shareholders. Oracle’s closing buy value was $11.1 billion (roughly Rs. 84,730 crore) — greater than twice its unique bid.