[Search for users] [Overall Top Noters] [List of all Conferences] [Download this site]

Conference 7.286::digital

Title:The Digital way of working
Moderator:QUARK::LIONELON
Created:Fri Feb 14 1986
Last Modified:Fri Jun 06 1997
Last Successful Update:Fri Jun 06 1997
Number of topics:5321
Total number of notes:139771

1628.0. "Poison Pill Impact on Takeover" by FSOA::EDEMIKAT () Wed Oct 09 1991 10:49

    Does anyone know the impact of the poison pill on a potential friendly
    or unfriendly takeover attempt of DEC?
T.RTitleUserPersonal
Name
DateLines
1628.1Half an answer, or less ...SWAM2::MCCARTHY_LAMartians are stealing my underwearWed Oct 09 1991 12:212
    You don't swallow your poison pill during a friendly takeover; only
    during a hostile one. 
1628.2Aha, so that is it!BEAGLE::NISCorporate, Strong Commitments, VB OrbitalWed Oct 09 1991 16:111
    Is that what the little red "thing" that came with the badge is for? 
1628.3definitionSDSVAX::SWEENEYSOAPBOX: more thought, more talkWed Oct 09 1991 22:1818
    The general description of a poison pill:
    
    When a company acquires greater than x% of the target and the Board of
    Directors doesn't approve (ie a hostile takeover), the Board may issue
    new stock (either common or preferred) with voting rights to holders
    of the stock prior to some date in the past (typically 90 days...) thus
    setting back the acquirer.
    
    A more gen�eral definition is any large financial step that a Board of
    Directors can take wn an unfriendly acquisition is attempted.
    
    The effect is to increase the costs to the acquiring company.
    
    The actual bylaw of Digital Equipment Corporation that applies here is
    unknown to me.
    
    Whether or not this is in the shareholders interest is the sort of
    thing we discuss in SUBWAY::INVESTING.
1628.4No forced marriages...IOSG::MEREWOODRichard, REO/D4-5A, DTN 830-3352Thu Oct 10 1991 10:1819
So in practice the "poison pill" in combination with other byelaw changes mean
that a successful hostile takeover of Digital is so unlikely you could almost
say it was impossible.

A friendly takeover or merger can only happen if the board of directors believe
that it represents the best interest of Digital's shareholders and the
shareholders go along with that recommendation. In the final analysis, the BOD
are elected representatives of the company's shareholders and so must act in
their interests. The BOD are not representatives of the company's management.

One thing that will not happen is for the company's shareholders to wake up
one morning to discover their share in Digital has been converted overnight into
a cash position with someone like Mitsubishi. If a takeover ever happens,
everyone will have months of advance notice. Look at the AT&T/NCR deb�cle...

	Richard.

PS: I am not an investment adviser. Whatever you do, don't take anything I say
as investment advice! I don't represent anyone either...
1628.5no pills here...TFH::LEVINETue Oct 15 1991 10:573
    re:.2
    I didn't get any little red thing with my badge.
    Does that mean I have to eat the badge????
1628.6bon apetite'SHRCAL::MORRILLThu Oct 24 1991 12:595
    re .5
    
    	Yes...You eat the badge...and season it with a bullet...
    
    DLM
1628.7out of money.GSMOKE::GCHARBONNEAUMon Oct 28 1991 15:213
    Will they supply the bullet ?? Do we use are money from the package for
    this as part of the cut back ???