Victoria’s Secret Adopts ‘Poison Pill’ To Block Hostile Takeover By Activist Investor Brett Blundy

Victoria’s Secret & Co. (VSCO) is adopting a limited-duration shareholder rights plan to prevent Australian activist shareholder Brett Blundy from accumulating its shares. 

A limited-duration shareholder rights plan, also known as a “poison pill,” gives each shareholder the right to buy more stock if any person or group acquires 15% or more of the company’s shares.

This plan is meant to block hostile takeovers, making it more costly for outsiders to gain control. Once triggered, it creates more shares of common stock, reducing the hostile investor’s ownership stake and making it harder and more expensive for them to take over the company.

Victoria’s Secret said it adopted this plan in response to the substantial accumulation of shares by BBRC International, an entity controlled by Brett Blundy.

According to the company, BBRC began increasing its position in Victoria’s Secret in March to around 13% of the outstanding shares. 

BBRC also switched over from reporting its beneficial ownership as a “passive investor” under a 13G filing, which is used by those who do not intend to control the company, to a 13D filing, for those who intend to exert control. 

It explained that BBRC bought the company’s stock for nearly three years without filing the required forms under U.S. antitrust law or observing the waiting period set by the Hart-Scott-Rodino Act. 

As a result, BBRC has now submitted the necessary paperwork, allowing it to buy up to 49.99% of the company’s voting stock once the waiting period ends, expected at 11:59 p.m. ET on Wednesday.

Victoria’s Secret also pointed to BBRC’s history of acquiring controlling stakes in retail companies, noting that it recently launched a new venture described as a “global lingerie, sleepwear, and beauty brand.”

“In light of the circumstances and consistent with its fiduciary duties, the Board determined it was necessary to adopt a rights plan to protect the long-term interests of all Victoria’s Secret shareholders and guard against tactics to gain control of the company without paying all shareholders an appropriate premium for that control,” said Donna James, Chair of the Board.

“The company has engaged in open and constructive dialogue with Mr. Blundy and other representatives of BBRC over the past three years and appreciates BBRC’s investment in the company. We value Mr. Blundy’s input as a shareholder and look forward to continuing our dialogue,” she added.

Victoria’s Secret stock was up 2.6% in midday trade on Tuesday. Although the shares are down 43% this year, they have gained nearly 6% in the past 12 months. 

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