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CS Executive · Capital Market and Securities Laws · Acquisition of Shares and Takeovers - Concepts

Which of the following best describes a 'poison pill' as a takeover defence strategy used by a target company's board?

A poison pill is a defence that makes a hostile acquisition costly or dilutive, for example by letting existing shareholders buy shares at a discount once an acquirer crosses a threshold holding. It is a defence mechanism, unlike a white knight or scorched earth policy.

  1. AA device that makes the target's shares sharply more expensive or dilutive for an acquirer, such as allowing existing shareholders to buy shares at a discount once a threshold is crossedCorrect
  2. BA plan by the acquirer to buy shares gradually through the open market without any public announcement
  3. CA merger of the target with a friendly company that is invited to make a competing offer
  4. DA sale of the target's most valuable assets so that the acquirer loses interest in the company

Explanation

A poison pill is a pre-emptive defence that triggers dilution or extra cost when an acquirer crosses a stated holding. The competing-friendly-bidder option describes a white knight, and the asset-sale option describes a scorched earth policy. Gradual open-market buying is an acquirer's tactic (creeping acquisition), not a defence.

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