Chapter 17: Common and Preferred Stock Financing
17-28
Electro Cardio Systems, Inc. (poison pill strategy) (LO4) Dr. Robert Grossman founded
Electro Cardio Systems, Inc., (ECS) in 2001. The principal purpose of the firm was to engage in
the research and development of heart pump devices. Although the firm did not show a profit
until 2006, by 2010 it reported aftertax earnings of $1,200,000. The company had gone public in
2004 at $10 a share. Investors were initially interested in buying the stock because of its future
prospects. By year-end 2010, the stock was trading at $42 per share because the firm had made
good on its promise to produce lifesaving heart pumps and, in the process, was now making
reasonable earnings. With 850,000 shares outstanding, earnings per share were $1.41.
Dr. Grossman and the members of the board of directors were initially pleased when another
firm, Parker Medical Products, began buying their stock. John Parker, the chairman and CEO of
Parker Medical Products, was thought to be a shrewd investor and his company’s purchase of
50,000 shares of ECS was taken as an affirmation of the success of the firm.
However, when Parker bought another 50,000 shares, Dr. Grossman and members of the
board of directors of ECS became concerned that John Parker and his firm might be trying to take
over ECS.
Upon talking to her attorney, Dr. Grossman was reminded that ECS had a poison pill
provision that took effect when any outside investor accumulated 25 percent or more of the shares
outstanding. Current stockholders, excluding the potential takeover company, were given the
privilege of buying up to 500,000 shares of ECS at 80 percent of current market value. Thus, new
shares would be restricted to friendly interests.
The attorney also found that Dr. Grossman and “friendly” members of the board of directors
currently owned 175,000 shares of ECS.
a. How many more shares would Parker Medical Products need to purchase before the poison
pill provision would go into effect? Given the current price of ECS stock of $42, what would
be the cost to Parker to get up to that level?
b. ECS’s ultimate fear was that Parker Medical Products would gain over a 50 percent interest
in ECS’s outstanding shares. What would be the additional cost to Parker to get 50 percent
(plus 1 share) of the stock outstanding of ECS at the current market price of ECS stock? In
answering this question, assume Parker had previously accumulated the 25 percent position
discussed in a.
c. Now assume Parker exceeds the number of shares you computed in part b and gets all the way
up to accumulates 625,000 shares of ECS. Under the poison pill provision, how many shares
must “friendly” shareholders purchase to thwart a takeover attempt by Parker? What will be
the total cost? Keep in mind that friendly interests already own 175,000 shares of ECS and to
maintain control, they must own one more share than Parker.
d. Would you say the poison pill is an effective deterrent in this case? Is the poison pill in the
best interest of the general stockholders (those not associated with the company)?