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Poison Pill

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BUSINESS
October 1, 1996
Sylvan Learning Systems Inc. said yesterday that it will split its stock in November, and also announced a poison pill plan designed to deter anyone with plans to launch a hostile bid to take over the Columbia firm.Sylvan said it will split its stock effective Nov. 7, with holders of record as of Oct. 7 getting an extra share for every two shares they own on the record date.The poison pill, known formally as a shareholder rights plan, is designed to force any future would-be buyer to negotiate with Sylvan's directors rather than appeal directly to shareholders.
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BUSINESS
By Lorraine Mirabella, The Baltimore Sun | August 29, 2014
Owings Mills-based Medifast has adopted a stockholder rights plan in an attempt to prevent a hostile takeover of the weight loss plan company. Medifast said Thursday its board of directors adopted the one-year plan, a so-called "poison pill," "in response to the recent rapid accumulations of significant portions of Medifast's outstanding common stock" and "to guard against any attempt to gain control of Medifast without paying all stockholders a...
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NEWS
April 1, 1995
Just when it looked as if Maryland would join 46 other states dead-serious about cracking down on drunken driving, state Sen. Walter Baker snatched defeat from the jaws of victory.Mr. Baker had already made known his aversion to so-called per se legislation creating a concrete standard for drunken driving. Anyone caught driving with a blood-alcohol concentration of .10 would be considered drunk. That's the minimum law of the land everywhere but Maryland, Tennessee, South Carolina and Massachusetts.
NEWS
March 20, 2012
Your article on cost cutting at the Postal Service is an ominous indication of the progress of the far-right campaign to destroy the U.S. Post Office, which has served our nation since its beginning and is enshrined in Article I of our Constitution ("Postal Service cost-cutting may deliver blow to Easton," March 10). Contrary to the lies being propagated by those who would leave us at the mercy of FedEx and other private competitors, the USPS is not broke and has not used any taxpayer money since 1971.
BUSINESS
By Mark Guidera and Mark Guidera,SUN STAFF | January 25, 1996
Martek Biosciences Corp., the Columbia company developing nutritional products from microalgae, adopted a "poison pill" plan yesterday to protect the company from hostile takeovers.Steve Dubin, Martek's chief financial officer, said the company is not a target of a hostile takeover and does not know of any potential takeover bid. The plan was adopted by Martek's board of directors, he said, so shareholders "would understand the long-term value of the company" and to protect them should a takeover attempt ever occur.
BUSINESS
By Ted Shelsby and Ted Shelsby,SUN STAFF | December 30, 1995
Westinghouse Electric Corp. said yesterday that it has adopted a stockholder rights plan -- a so-called poison pill -- to discourage a hostile takeover.The company said it was not aware of any efforts to acquire control of Westinghouse.Michael H. Jordan, chairman and chief executive of Westinghouse, said the board of directors believes the plan "represents a sound and reasonable means of safeguarding the interests of shareholders."The plan is designed to enable the company and all of its shareholders to realize the potential from our recent acquisition of CBS and the other changes management has made to increase shareholder value," he said.
BUSINESS
By Kim Clark | June 12, 1991
The directors of Allied Research Corp., worried about a Saudi Arabian investor's threats to take control of the company, have adopted "shark repellent" provisions to fend off hostile raiders.Richard Farrell, spokesman for the small Baltimore-based defense contractor, said yesterday that the board approved the plan, also known as a "poison pill," to guarantee that all Allied's shareholders get a good price for their investment and are treated fairly.Mr. Farrell said that the new provisions, which would make a takeover of Allied that was not approved by the company's management extremely expensive, were similar to anti-raider tactics already adopted by hundreds of other U.S. companies.
BUSINESS
By Kristine Henry and Kristine Henry,SUN STAFF | February 2, 2000
Crown Central Petroleum Corp.'s board of directors instituted a shareholders' rights plan yesterday that would make it more difficult for a raider to take over the company. The "poison pill" plan, which was announced after stock markets closed, comes just months after the head of St. Louis-based Apex Oil Co. proposed a takeover. The Baltimore-based refiner has been losing cash for years, and last February hired Credit Suisse First Boston to evaluate "strategic alternatives" for the company, which could include selling all or part of the business.
BUSINESS
By Bloomberg Business News | April 7, 1993
Allied Research Corp. said it has lowered to 10 percent, from 25 percent, the ownership stake that triggers its "poison pill" rights offering."We realized the plan was not adequately protecting shareholder values," said Richard Farrell, a spokesman for the ammunition maker, which has its headquarters in Baltimore. He said Allied was worried that an investor could gain undue leverage with a partial tender offer just below the 25 percent threshold.The company closed yesterday at $13.125 a share, up 12.5 cents.
BUSINESS
By John Fairhall and John Fairhall,SUN STAFF | September 29, 1995
Its stock price sagging, Integrated Health Services Inc. announced yesterday it has adopted a stockholder rights plan -- a so-called poison pill -- to discourage hostile takeovers."
BUSINESS
By Gus G. Sentementes | gus.sentementes@baltsun.com | March 6, 2010
A battle is brewing between Hunt Valley's Tessco Technologies Inc. and its largest outside shareholder - and in some ways, it's already gotten personal. Discovery Group, a Chicago-based investment firm that owns 14.2 percent of Tessco's stock, said it has been contacted by several companies that failed to get a response from Tessco's leadership to discuss a possible acquisition. So Discovery went public with its concerns Friday, revealing it had advised the company in a letter on Thursday that it should hire an investment bank to review any potential deals.
BUSINESS
By Gus G. Sentementes | gus.sentementes@baltsun.com | March 5, 2010
A battle is brewing between Hunt Valley's Tessco Technologies Inc. and its largest independent shareholder – and in some ways, it's already gotten personal. Discovery Group, a Chicago-based investment firm that owns 14.2 percent of Tessco's stock, said that it was contacted by several companies that failed to reach Tessco's leadership to discuss a possible acquisition. So Discovery went public with its concerns Friday, revealing it had advised the company in a letter on Thursday that it should hire an investment bank to review any potential deals.
NEWS
July 2, 2009
For the first time in more than a decade, Congress has a real chance to lift the crippling restrictions on the federally financed Legal Services Corporation (LSC) that have hampered the agency's efforts to assist poor people seeking redress through the courts. At a time when many people are struggling against the threat of foreclosure, eviction or loss of health and unemployment benefits as a result of the economic downturn, the LSC's services are needed more than ever. Congress should seize this opportunity to make them available as widely as possible.
SPORTS
By PETER SCHMUCK | November 9, 2008
The offer the Dodgers made to Manny Ramirez was a brilliant public relations move and could turn out to be a very impactful event. Of course, Ramirez isn't going to accept the reported two-year, $50 million offer that apparently includes an option for a third season. The question is how a pre-emptive $25 million-per-year offer affects the other teams that are expected to be involved. It's just possible that the offer was a poison pill that will make some of those teams back out before open bidding even starts.
BUSINESS
By Tricia Bishop and Tricia Bishop,Sun reporter | February 2, 2008
Two months after an Indiana competitor spent millions acquiring a big chunk of Tessco Technologies Inc., the Hunt Valley company has struck back with a defensive move designed to shield it from a hostile takeover. In documents filed yesterday with the Securities and Exchange Commission, Tessco outlined a stockholder "rights plan" that would allow shareholders as of Feb. 11 to buy a certain amount of stock at half price if anyone tries to obtain 20 percent of the business. The proposal would make it more difficult and expensive to acquire the company, which makes products for operating and using wireless systems.
NEWS
By Stephen Kiehl and Stephen Kiehl,Sun reporter | January 16, 2008
A week after Baltimore filed a lawsuit alleging predatory lending in black neighborhoods, the Rev. Jesse Jackson met with the city's religious leaders yesterday to urge action to save homeowners from foreclosure. Jackson encouraged the clergy to pressure banks to put a moratorium on foreclosures and to restructure loans so that homeowners can continue to meet payments and hold onto their homes. He said the effects of a massive number of foreclosures would ripple through the economy. "Whole cities are sinking beneath this poison pill ... because government allowed the [lending]
BUSINESS
By BLOOMBERG BUSINESS NEWS | January 16, 1997
OKLAHOMA CITY -- Fleming Cos. Inc. has been ordered to offer shareholders the right to revoke its anti-takeover defense, a decision that legal experts said could dramatically expand investors' power at the expense of corporate boards.U.S. District Judge Wayne Alley ruled late Tuesday that the food wholesaler and grocery-store owner must include in its proxy a binding resolution that would let shareholders rescind the so-called poison pill. Boards pass such measures to make unwanted takeovers prohibitively expensive.
NEWS
May 10, 2007
The powerful pharmaceutical industry put a squeeze play on the Senate this week that forced it to drop an opportunity to lower prescription drug prices in order to save sweeping reforms aimed at ensuring drug safety. As an exercise in legislative tactics, it was brilliant, ruthless - and effective. But it also signaled that the drug industry and its allies will stop at nothing to protect profits, now financed largely by Americans while the rest of the world gets close to a free ride. Consumer advocates, who thought they were finally on the verge of victory, will have to work even harder next time.
BUSINESS
By New York Times News Service | November 4, 2006
It was a classic poison-pill takeover defense, dating to World War II, when companies often used it to keep assets out of Nazi hands. In January, Mittal Steel NV made a hostile takeover bid for rival Arcelor SA, conditioned on being able to sell Arcelor's Canadian subsidiary, Dofasco Inc. So Arcelor decided to place Dofasco into a Dutch trust to keep it away from Mittal and make the entire acquisition more difficult. As part of its bid, Mittal had signed an agreement to sell the highly profitable Dofasco, which produces flat-rolled and tubular steel products, to a German company, ThyssenKrupp AG. Mittal eventually succeeded in acquiring Arcelor, announcing a $33.5 billion deal in June.
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