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	<title>Comments on: Would Yahoo! have Swallowed the Poison Pill?</title>
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	<link>http://www.citizeneconomists.com/blogs/2008/12/18/would-yahoo-have-swallowed-the-poison-pill/</link>
	<description>Citizen Economists is an online economics magazine written by citizen journalists. These ordinary citizens provide reports and commentary on the current events affecting the economics of the fields they work in.</description>
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		<title>By: G. J.</title>
		<link>http://www.citizeneconomists.com/blogs/2008/12/18/would-yahoo-have-swallowed-the-poison-pill/comment-page-1/#comment-5694</link>
		<dc:creator>G. J.</dc:creator>
		<pubDate>Thu, 29 Jan 2009 02:34:09 +0000</pubDate>
		<guid isPermaLink="false">http://citizeneconomists.com/blogs/?p=411#comment-5694</guid>
		<description>You wrote:

One can devise a Poison Pill in such a way that it reduces the effectiveness of a hostile takeover by allowing existing shareholders (But not the acquirer) to purchase shares at a discount. This means that having bought a certain percentage of Yahoo! (in this case, 15%), Yahoo! shareholders can then get more shares at a huge discount. This means that the percentage of shares owned by Microsoft will come be less than 15% and may not be enough for a takeover. This is called a Dilution Poison Pill.
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You missed a couple key features of this type of poison pill, sometimes called a &quot;flip-in&quot; shareholder rights plan.  It is a very common (in not the most common) type of takeover prevention mechanism.  I don&#039;t know the particular details of Yahoo!&#039;s rights plan, but here is an illustration of how such a plan is indeed effective because it poses a credible threat.  

In short, a &quot;dilution poison pill&quot; as you called it, doesn&#039;t really harm anybody except the entity attempting to acquire the company:

The &quot;pill&quot; become triggered when a single entity (Acquiring Person) comes into possession of more than a certain percentage of stock (we&#039;ll assume 10% here) without the Target Company&#039;s approval.  When this occurs, each share of stock, except for those belonging to the Acquiring Person, is entitled to buy another share of stock at a substantially discounted price (say 50% of the current market price).  A share of the stock should reflect its proportionate share of the value of the company.  Assume that Company Y is worth $100 and has 10 outstanding shares (each worth $10). and that Company Z has acquired 10% of the stock (1 share):

Y chooses to oppose the takeover by allowing the public shareholders to exercise their right to buy the discounted shares from the company treasury: 

Y sells 9 new shares at $5 each, netting $45 for the company.  The company is now worth $145 ($100 initial value + cash proceeds from stock sale) and has 19 outstanding shares (18 at-large, 1 owned by Z).  

Each share is now worth $145/19=$7.63.  What was the net result of &quot;swallowing the pill&quot; to the shareholders at-large (those other than Z)?: Each now has two shares of Y&#039;s stock, and thus has an investment valued at $15.26.  This represents a net gain of $0.26 for each shareholder ($10 initial value of share plus $5 cost of discounted share).  

Z still owns only 1 share of Y stock, and thus suffered a loss of $2.37 (a 23.7% drop!).  

And there we are--the threat is credible.  This takeover defense essentially just redistributes value from the Acquiring Person to the other shareholders of the company. 

You wrote:

Will this be effective? Let’s say that microsoft has bought 15% of Yahoo! stock for tens of billions of dollars. That money is a sunk cost. Once they’re bought, they’re bought. Microsoft must treat this as a sunk cost, and continue to buy up more Yahoo! shares to gain a controlling interest since the additional cost of buying the shares is much less than the amount already sunk in. So this Poison Pill holds no threat either.
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The shares aren&#039;t a sunk cost for Microsoft--they have an intrinsic value and can be sold on the market.</description>
		<content:encoded><![CDATA[<p>You wrote:</p>
<p>One can devise a Poison Pill in such a way that it reduces the effectiveness of a hostile takeover by allowing existing shareholders (But not the acquirer) to purchase shares at a discount. This means that having bought a certain percentage of Yahoo! (in this case, 15%), Yahoo! shareholders can then get more shares at a huge discount. This means that the percentage of shares owned by Microsoft will come be less than 15% and may not be enough for a takeover. This is called a Dilution Poison Pill.<br />
&#8212;&#8212;&#8211;<br />
You missed a couple key features of this type of poison pill, sometimes called a &#8220;flip-in&#8221; shareholder rights plan.  It is a very common (in not the most common) type of takeover prevention mechanism.  I don&#8217;t know the particular details of Yahoo!&#8217;s rights plan, but here is an illustration of how such a plan is indeed effective because it poses a credible threat.  </p>
<p>In short, a &#8220;dilution poison pill&#8221; as you called it, doesn&#8217;t really harm anybody except the entity attempting to acquire the company:</p>
<p>The &#8220;pill&#8221; become triggered when a single entity (Acquiring Person) comes into possession of more than a certain percentage of stock (we&#8217;ll assume 10% here) without the Target Company&#8217;s approval.  When this occurs, each share of stock, except for those belonging to the Acquiring Person, is entitled to buy another share of stock at a substantially discounted price (say 50% of the current market price).  A share of the stock should reflect its proportionate share of the value of the company.  Assume that Company Y is worth $100 and has 10 outstanding shares (each worth $10). and that Company Z has acquired 10% of the stock (1 share):</p>
<p>Y chooses to oppose the takeover by allowing the public shareholders to exercise their right to buy the discounted shares from the company treasury: </p>
<p>Y sells 9 new shares at $5 each, netting $45 for the company.  The company is now worth $145 ($100 initial value + cash proceeds from stock sale) and has 19 outstanding shares (18 at-large, 1 owned by Z).  </p>
<p>Each share is now worth $145/19=$7.63.  What was the net result of &#8220;swallowing the pill&#8221; to the shareholders at-large (those other than Z)?: Each now has two shares of Y&#8217;s stock, and thus has an investment valued at $15.26.  This represents a net gain of $0.26 for each shareholder ($10 initial value of share plus $5 cost of discounted share).  </p>
<p>Z still owns only 1 share of Y stock, and thus suffered a loss of $2.37 (a 23.7% drop!).  </p>
<p>And there we are&#8211;the threat is credible.  This takeover defense essentially just redistributes value from the Acquiring Person to the other shareholders of the company. </p>
<p>You wrote:</p>
<p>Will this be effective? Let’s say that microsoft has bought 15% of Yahoo! stock for tens of billions of dollars. That money is a sunk cost. Once they’re bought, they’re bought. Microsoft must treat this as a sunk cost, and continue to buy up more Yahoo! shares to gain a controlling interest since the additional cost of buying the shares is much less than the amount already sunk in. So this Poison Pill holds no threat either.<br />
&#8212;-<br />
The shares aren&#8217;t a sunk cost for Microsoft&#8211;they have an intrinsic value and can be sold on the market.</p>
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		<title>By: Edward Sheedy</title>
		<link>http://www.citizeneconomists.com/blogs/2008/12/18/would-yahoo-have-swallowed-the-poison-pill/comment-page-1/#comment-4907</link>
		<dc:creator>Edward Sheedy</dc:creator>
		<pubDate>Thu, 08 Jan 2009 00:18:43 +0000</pubDate>
		<guid isPermaLink="false">http://citizeneconomists.com/blogs/?p=411#comment-4907</guid>
		<description>I think this relates to the case of Jeff Jagodzinski at Boston
College. He will be fired by the Athletic Director if he takes an interview with the New York Jets. There is little to no benefit of firing him (at the very least it is a net loss). If Jagodzinski is a good enough coach to warrant consideration from an NFL team the BC AD should want to keep him on staff for as long as possible. Firing him will not make the BC Athletic Department better off. According to game theory and the article, Jagodzinski should consider to threat hollow. Except it does not appear that way. The Athletic Director seems intent on following through on the threat.</description>
		<content:encoded><![CDATA[<p>I think this relates to the case of Jeff Jagodzinski at Boston<br />
College. He will be fired by the Athletic Director if he takes an interview with the New York Jets. There is little to no benefit of firing him (at the very least it is a net loss). If Jagodzinski is a good enough coach to warrant consideration from an NFL team the BC AD should want to keep him on staff for as long as possible. Firing him will not make the BC Athletic Department better off. According to game theory and the article, Jagodzinski should consider to threat hollow. Except it does not appear that way. The Athletic Director seems intent on following through on the threat.</p>
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