J.C. Penney adopts poison pill as protection against hostile takeovers

Plano, Texas -- J.C. Penney Co. isn’t taking any chances. The retailer on Thursday announced it has adopted a one-year shareholder’s rights plan to protect itself against any future hostile takeover efforts.

The chain said the provisions of the plan will be effective until Aug. 20, 2014, unless rights are redeemed or exchanged for shares of its common stock on an earlier date. In its statement, Penney said the plan would be set into action if a person or group acquires 10% or more of the company’s shares or commences a tender or exchange offer that would result in someone owning more than that portion of the shares.

Penney said the plan wasn’t adopted in response to any effort to take control of the company. However, its adoption follows a public feud earlier this month between Penney’s board and activist investor William Ackman, the chain’s largest shareholder. Ackman, whose Pershing Square Capital Management owns nearly 18% of Penney, has since resigned from the board. Most recently, he hinted he might sell his stock.

This is the second time in recent years that Penney has put into place a “poison pill” plan.

Penney said that the plan does not include “certain affiliates of Pershing Square Capital Management, L.P. or certain affiliates of Vornado Realty Trust so long as such party's beneficial ownership is permitted under such party's letter agreements with the company.”

 

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