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Casey's Ideal Defense

M&A professor praises c-store chain's use of poison pill to thwart takeover attempt
NEW YORK -- Business leaders and students studying for their MBAs may want to take notice of the manner in which Casey's General Stores fought off a hostile takeover bid by convenience-store giant Alimentation Couche-Tard earlier this year, according to Steven M. Davidoff, a former corporate attorney and current professor at the University of Connecticut School of Law focusing on corporate governance, regulation of hedge funds, mergers and acquisitions, and securities regulation.

Davidoff, writing as The Deal Professor for the New York Times DealBook blog, said [image-nocss] Casey's use of the "poison pill" to deflect Couche-Tard's bid was "a good example" of how to build a balance between preventing "shareholders from rapidly accumulating shares, obtaining special favors from the corporation or working together to do an end run around the pill provisions."

"Casey's used a poison pill to fend off Couche-Tard's bid until Casey's shareholders had time to definitively decide to reject the transaction at a board election," Davidoff wrote. "The poison pill ensured that shareholders were able to exercise their rights without coercion and with full information and time to consider. This is a common-sense approach."

Davidoff's blog post, titled "Re-examining the Poison Pill," also cited recent efforts to acquire J. C. Penney and Barnes & Noble as well-played strategies, while calling out the use of the poison pill by Air Products and Chemicals' hostile bid for Airgas as "questionable."

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The shareholder rights plan known as a "poison pill" is a defensive tactic used by a corporation's board of directors against a takeover.

Click hereto read CSP Daily News' award-winning coverage of the Casey's/Couche-Tard takeover battle.

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