Crown Sets Poison Pill to Push Back Against Activist Icahn

Crown Holdings (US:CCK) said on Monday that its board set a shareholder rights plan, commonly called a poison pill, to defend against activist Carl Icahn’s recent purchase of an 8.5% stake in the company.

Icahn said last week that he intends to discuss various ideas to increase shareholder value with Crown representatives. He said those include operational, financial, corporate governance, management, capitalization, accounting, strategic direction, and share performance matters.

The rights plan has a 10 percent ownership trigger. Crown said it would issue one right for each outstanding share of Crown common stock to shareholders of record on the close of business on Nov. 17, 2022.

That means that should Icahn or any other outside investor trigger the plan, each right entitles the holder to purchase at the exercise price, common stock having a market value equal to twice the exercise price.

Icahn is Crown’s second-largest shareholder, and the activist wants the company to sell noncore assets and repurchase stock.

The rights plan expires on Nov. 3, 2023

“Crown remains committed to engaging in constructive dialogue with its shareholders. The Rights Plan is similar to plans adopted by other publicly traded companies and is intended to protect the long-term interests of Crown shareholders and to enable them to realize the full potential value of their investment. The Rights Plan will reduce the likelihood that any entity, person or group gains control of Crown through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of the company and all of its shareholders,” the company said in a news release.

Evercore serves as Crown’s financial adviser, and Dechert LLP serves as legal counsel.

Crown provides packaging products and equipment, and services to a broad range of end markets.

This article originally appeared on Fintel

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