In business, the flip-in is one of the five main types of
poison pill defenses against corporate
takeover
In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to t ...
s.
The flip-in is a provision in the target
company
A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal person, legal or a mixture of both, with a specific objective. Company members share a common p ...
's corporate charter or bylaws. The provision gives current shareholders of a targeted company, other than the hostile acquirer, rights to purchase additional stocks in the targeted company at a discount. These rights to purchase occur only before a potential
takeover
In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to t ...
, and when the acquirer surpasses a certain threshold point of obtaining outstanding shares (usually 20–50%). If the potential acquirer triggers a poison pill by accumulating more than the threshold level of shares, it risks discriminatory dilution in the target company. The threshold level therefore effectively sets a ceiling on the amount of stock that any shareholder can accumulate before being required, for practical purposes, to launch a
proxy contest
A proxy fight, proxy contest or proxy battle (sometimes even called a proxy war) is an unfriendly contest for the control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corp ...
.
In 2004,
PeopleSoft
PeopleSoft, Inc. is a company that provides human resource management systems (HRMS), Financial Management Solutions (FMS), supply chain management (SCM), customer relationship management (CRM), and enterprise performance management (EPM) softwar ...
was employing the flip-in model against
Oracle Corporation
Oracle Corporation is an American multinational computer technology corporation headquartered in Austin, Texas. In 2020, Oracle was the third-largest software company in the world by revenue and market capitalization. The company sells da ...
's multi-billion hostile takeover bid. Andrew Bartels, a research analyst for
Forrester Research
Forrester is a research and advisory company that offers a variety of services including research, consulting, and events.
Forrester has nine North America locations: Cambridge, Massachusetts; New York, New York; San Francisco, California; McL ...
said, "The poison pill is designed to make it more difficult for Oracle to take over the organization. The customer assurance program is designed to compensate customers should there be a takeover. It's a financial liability for Oracle." Oracle attempted to pursue court dissolution of this program, and in December 2004 succeeded with a final bid of approximately $10.3 billion.
See also
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Mergers and acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect ...
*
Takeover
In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to t ...
*
Flip-over
A flip-over is one of five types of poison pills in which current shareholders of a targeted firm will have the option to purchase discounted stock after the potential takeover. Introduced in late 1984 and adopted by many firms, the strategy gave ...
References
{{reflist
Mergers and acquisitions