Risk & Compliance

4Kids Entertainment Adopts a Pill

Shareholder rights plan, chilling the stock price, is designed so an unwanted takeover would trigger stock issuance; shareholder powers over the bo...
Roy HarrisAugust 16, 2007

4Kids Entertainment Inc. directors adopted a shareholder rights plan and other measures to guard against unwanted takeover attempts.

As often happens when such plans are adopted, making an acquisition less likely, the share price of 4Kids fell. The 2.9-percent decline lowered the quote to $14.60, near its 52-week low, the Associated Press reported.

The New York-based provider of children’s entertainment and merchandise licensing amended its certificate of incorporation to establish rights for a new Series A Preferred that will be used in the anti-takeover plan. Terms call for a preferred stock-purchase right to be declared as a dividend for each common share of record on Aug. 27. The company’s press release frankly referred to the measure as “similar to ‘poison pill’ type plans adopted by many other public companies.”

The 4Kids plan allows the preferred rights to become exercisable when 15 percent or more of 4Kids Entertainment’s common is acquired in a transaction not approved in advance by the 4Kids board. Each right entitleds the holder to buy common at 40-percent of market value. The board may redeem the rights for a nominal amount prior to any event that might cause the rights to be exercisable.

Directors also amended company bylaws, revoking the power of holders of a majority of outstanding voting shares to call special meetings, revoking holder powers to remove directors without cause, revoking holder powers to fill board vacancies, and increasing the maximum authorized number of directors. Further, amendments were adopted to employee stock option plans and equity incentive plans, providing that a change of control of the company triggers immediate vesting of all awards granted.

Chariman and CEO Al Kahn said the anti-takeover strategies were adopted to bring the company “more closely in line with many other publicly traded companies.”