Netflix Inc., the world’s largest subscription video service, adopted a so-called poison pill to protect against a hostile takeover after billionaire investor Carl Icahn acquired an almost 10 percent stake in the company.
The stockholder rights plan, approved unanimously by Netflix’s board on Nov. 2, would be triggered if an “activist shareholder” acquired 10 percent of the stock, or an institutional investor bought 20 percent, Jonathan Friedland, a company spokesman, said in an interview.
The move is designed to make a hostile takeover too expensive and gives Netflix Chief Executive Officer Reed Hastings a tool to thwart Icahn or other potential acquirers. Icahn, 76, said on Oct. 31 he had acquired stock and options representing 5.54 million Netflix shares. He said the video service is an attractive takeover target for larger companies, including Amazon.com Inc. and Verizon Communications Inc., that have entered the market Netflix pioneered.
The measure will expire in three years unless Los Gatos, California-based Netflix votes to extend it, according to Friedland.
Icahn spent $168.9 million to buy 1.25 million Netflix shares and 4.29 million options, according to his filing. The options expire in September 2014.
Netflix shares have whipsawed in the past two years, falling from a peak closing price of $298.73 in July 2011 to as low as $53.80 in September. The shares declined 12 percent on Oct. 24, the day after the company reported subscriber growth that disappointed investors also weighing its content and international expansion costs.
Netflix dropped 1 percent to $76.90 on Nov. 2 in New York. The shares are up 11 percent this year.
Icahn last year ended a battle for control of Lions Gate Entertainment Corp. after failing to win board seats, and bid unsuccessfully for software maker Mentor Graphics Corp. He said he invested in Netflix because the company is undervalued, based on its market position and prospects for international expansion.