Central European Distribution Corp adopts poison pill

Central European Distribution Corp adopts poison pill

Central European Distribution Corp's decision to erect a poison pill takeover defence follows an investment in the company by the ex-CEO of Whitehall Group.

Central European Distribution Corp (CEDC) said this week that it has devised a shareholders rights plan to "deter coercive takeover tactics and to prevent an acquiror from gaining control of the company without offering a fair price to all of the company's stockholders". 

The agreement provides for common shareholders to receive a proportionate weighting of preferred stock purchase rights. When questioned by just-drinks about what has prompted the move, CEDC declined to comment further.

However, news of the rights deal comes a little over one week after it emerged that the former CEO of CEDC-owned Whitehall Group, Mark Kaufman, acquired a 9.6% stake in CEDC. In a separate transaction, an investment vehicle owned by Kaufman and his wife acquired a further 1.5% of the drinks firm's shares, according to a filing with the US Securities & Exchange Commission.

CEDC's rights agreement will be triggered if one outside investor individually acquires 10% of more of the company. If that happens, the investor will be deemed an "acquiring person" and each purchase right holder will be eligible to receive additional common shares.

CEDC said: "The rights will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board of directors prior to attempting a takeover." 

Late last year, CEDC announced that it would take full control of Russia-based Whitehall Group, as part of its plan to improve its presence on the Russian drinks market.