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Netflix implements 'poison pill' to thwart takeover

November 06, 2012

The headquarters of Netflix is shown in Los Gatos - AFP (File Photo)

NEW YORK, Nov 5, 2012 - Netflix Monday implemented a “poison pill” to make a hostile takeover more difficult, days after news that corporate raider Carl Icahn had acquired a stake in the online video giant.

The move allows the company to issue additional shares to any shareholder if a single owner acquires 10 percent or more, making a takeover more expensive.

The “stockholder rights plan” aims “to protect Netflix and its stockholders from efforts to obtain control of Netflix that the board of directors determines are not in the best interests of Netflix and its stockholders,” a company statement said.

The plan “is not intended to interfere with any merger, tender or exchange offer or other business combination,” the statement added.

Icahn responded in a regulatory filing, saying that “any poison pill without a shareholder vote is an example of poor corporate governance.”

He added that “the pill Netflix just adopted is particularly troubling due to its remarkably low and discriminatory 10 percent threshold... as one of the company's largest shareholders we are concerned about the poor corporate governance at Netflix that these and other actions reflect.”

A filing with the Securities and Exchange Commission showed Icahn had acquired some 5.5 million shares or 9.9 percent through various investment firms he controls, starting in September.

Netflix, which rallied last week on the news, extended its gains, rising 1.7 percent to close at $78.24.

Icahn is known for buying up stakes in a company, in some cases seeking control to restructure a firm. In other cases he may resell a stake for a profit. He is known for taking large or controlling stakes in firms such as TWA, MGM and Yahoo.

Netflix said recently it now has more than 30 million subscribers worldwide, including some five million outside the United States as the Internet video service pursues a global expansion.

Netflix reported a fall in profit to $7.7 million in the past quarter on revenues of $905 million.