Aeropostale (ARO) Adopts 'Poison Pill' as Activist Circle

November 26, 2013 8:12 AM EST
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Under attack from activist investors, Aeropostale, Inc. (NYSE: ARO) announced today its Board of Directors has adopted a limited term stockholder rights plan (the "Plan") effective November 26, 2013.

Activist investors in the teen retailer include: Crescendo Partners, Hirzel, Eminence Capital and Stefan Kaluzny's Sycamore Partners.

The Plan is not intended to prevent an acquisition of the Company on terms that the Board considers favorable to, and in the best interests of, all stockholders. Rather, the Plan aims to provide stockholders with adequate time to fully assess a takeover bid, and, if appropriate, allow the Board time to explore alternatives to maximize stockholder value. This action is designed to ensure the fair and equal treatment of stockholders in connection with any initiative to acquire control of the Company through coercive or abusive takeover techniques.

Under the terms of the Plan, one preferred stock purchase right (a "Right") will be distributed for each share of common stock held by stockholders of record on December 9, 2013. Under certain circumstances, each Right will entitle stockholders to buy one one-thousandth of a share of newly-created Series A Junior Participating Preferred Stock of the Company at an exercise price of $40. The Rights will initially trade together with the Company's common stock and will not be exercisable. Subject to limited exceptions, if a person or group acquires 10% or more of the outstanding common stock (15% or more in the case of a passive institutional investor) of the Company (including in the form of synthetic ownership through derivative positions), each Right (other than those held by that person or group) will become exercisable and entitle its holder to purchase, at the Right's then-current exercise price, a number of shares of preferred stock having a market value at that time of twice the Right's exercise price. If the Company is acquired in a merger or other business combination transaction that has not been approved by the Board of Directors after the Rights become exercisable, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of shares of the acquiring company's common stock having a market value at that time of twice the Right's exercise price.

The Company intends to put the Plan to a stockholder vote at the Company's 2014 annual meeting of stockholders (the "2014 Annual Meeting"). If the requisite stockholder approval of the Plan is not obtained at the 2014 Annual Meeting, the Plan will expire on the date of such meeting.

Stockholders are not required to take any action to receive the Rights distribution. Until the Rights become exercisable, they will trade with the shares of the Company's common stock. The issuance of the Rights will have no dilutive effect and will not impact reported earnings per share for Aeropostale, Inc.

The Board is not adopting the Plan in response to any proposal to acquire control of the Company. The Plan is similar to plans adopted by other companies.


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