Express adopts poison pill after Sycamore makes acquisition move

It looks like Sycamore Partners, which owns approximately 9.9% of Express’ outstanding shares, is interested in acquiring the retailer.

Express confirmed that it has received a letter from Sycamore and has established a special committee of the board to determine a course of action that serves the best interest of all stockholders. The retailer has also engaged Perella Weinberg Partners LP and Sullivan & Cromwell LLP as advisers to itself and the special committee.

Express has also adopted a Stockholder Rights Plan that it says is intended to, among other things, provide the board with sufficient time to consider alternatives to an offer and which does not prevent the board from considering or accepting an offer, if the board believes such action is fair, advisable and in the best interests of its stockholders.

Similar to the rights plans of other public companies — such as Family Dollar, which adopted a poison pill earlier this week — Express’ comes with a 10% trigger that would prevent any investor from gaining a controlling interest of the company without board approval. The plan will remain in effect until June 12, 2015, unless ratified by a majority vote of the company's stockholders (in which case it would expire June 12, 2017) or unless earlier redeemed or terminated by Express. Stockholders who already have a 10% stake or greater in the company are grandfathered to the extent of their June 12, 2014 ownership levels.


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