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Poison Pill
Poison Pill
Image 1 A strategy used by corporations to discourage the hostile takeover by another company by making its stock less attractive to the acquirer. There are two types of poison pills:

1) A "flip-in", which allows existing shareholders (except the acquirer) to buy more shares at a discount.

2) The "flip-over" allows stockholders to by the acquirers shares at a discounted price after the merger.
Image 2 By purchasing more shares cheaply (flip-in), investors get instant profits and more importantly they dilute the shares held by the competitors, thus making their takeover attempt more difficult and expensive.

An example of a flip-over is when shareholders have the right to purchase stock of the acquirer on a 2-for-1 basis in any subsequent merger.

This is similar to the macaroni defense except it uses equity rather than bonds.


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