What is Twitter’s ‘poison pill’ supposed to do?

Twitter is trying to thwart billionaire Elon Musk’s takeover attempt with a “poison pill” – a financial tool that companies have used to fend off unwelcome suitors for decades. .


The ingredients of each poison pill vary, but they’re all designed to give a company’s board an option to supply the market with so much newly created stock that continued management becomes expensive. This strategy was popularized in the 1980s when publicly held companies were being tracked by corporate thieves like Carl Icahn – now commonly referred to as “activist investors”.

Twitter did not disclose details about its poison pill on Friday, but said it would provide more information in an upcoming filing with the Securities and Exchange Commission, which the company delayed because of the market. Public schools are closed on Fridays.

The San Francisco corporate plan will be implemented if a shareholder accumulates shares of 15% or more. Musk, best known as the CEO of electric car maker Tesla, currently holds about 9% of the shares.

Sinusitis CAN BE A NEGATIVE Gap?

While they are said to help prevent an unwanted takeover, the poison pills also often open the door to further negotiations that could force a contractor to sweeten the deal. If a higher price makes sense for the board, a poison pill can simply be set aside along with the excitement it causes, clearing the way for a completed sale.

True to form, Twitter has left the door open by stressing that its poison pill will not prevent its board from “engaging with parties or accepting an acquisition proposal” at a higher price.

The use of a poison pill also often leads to lawsuits alleging that a company’s board and management team are using tactics to keep their jobs against the best interests of the companies. shareholder. These claims are sometimes filed by shareholders who think a buyback offer is fair and want to cash out at that price, or by bidders vying for the right to buy.


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

“If the current Twitter board takes actions that are contrary to the interests of shareholders, they will be in breach of their fiduciary duty,” Musk wrote on Twitter. “Accordingly, the liability they would assume would be larger in size.”

Musk has publicly said that the $43 billion bid is his best and final offer for Twitter, but other company pursuers have made similar claims before finally raising the bar. value. With an estimated fortune of $265 billion, Musk appears to have enough pockets deep enough to make his offer, though he is still looking to fund the proposed purchase.


Takeovers often dissolve into games that include potions and other maneuvers designed to make trading more difficult. That’s what happened in one of the biggest and most intriguing takeover dances in Silicon Valley history..

After business software maker Oracle made an unsolicited $5.1 billion offer to smaller rival PeopleSoft in June 2003, the two companies spent the next 18 months battling it out. together.

To protect itself, PeopleSoft not only applied a poison that allowed the board to flood the market with more shares, but also created a so-called “customer assurance program”. That plan promises to pay customers five times the cost of their software licenses if PeopleSoft is sold within the next two years, creating an estimated $800 million in debt to an acquirer.

PeopleSoft also had another help when the US Justice Department filed an antitrust lawsuit seeking to block the takeover, although a judge ruled in Oracle’s favor.

Although the company ended up selling to Oracle, PeopleSoft’s defensive strategy paid off for its shareholders. Oracle’s final purchase price was $11.1 billion – more than twice the original bid.

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