Marvel Enterprises, the latest incarnation of the long-struggling comics and licensing group, has unveiled a “stockholder rights plan” that it says will assure fair share values in the event of a hostile takeover.
The New York-based company, formed after the Chapter 11 bankruptcy reorganization of predecessor Marvel Enterprises, said it has no current knowledge of any takeover interest. But the rights plan, which goes into effect Sept. 15 and amounts to “poison pill” provisions in the event of an unsolicited bid for control of the company, will “better protect shareholders and assure that they receive the full value of their investment in the event of any proposed takeover.”
CEO Peter Cuneo said the move shouldn’t be seen as a barrier to all expressions of interest in Marvel.
“It is not the intention of the plan to prevent the acquisition or takeover of the company at some time in the future, should the board of directors determine that such a transaction is in the best interest of the company and its stockholders,” Cuneo said. “Rather, the plan is intended to help insulate the company from abusive takeover tactics, which are designed to gain control of the company without paying a full and fair price to all of the stockholders.”
The rights plan — which provides for existing shareholders to acquire additional shares at steep discounts — would be activated if an individual, group or company acquires 15% or more of Marvel’s common or preferred shares or announces a tender or exchange offer for 15% of its common stock.
The plan also would be triggered if an existing owner of a 15% or greater Marvel stake increases holdings by greater than allowed limits. Isaac Perlmutter, an independent financial investor, holds a 28% stake in Marvel, acquired when the company bought its Toy Biz merchandising unit, in which Perlmutter was heavily invested.
Under friendly circumstances, the board could waive the rights clauses to allow takeover bids considered beneficial to shareholders’ interests.
In addition to its publishing operations, Marvel licenses its comic-book superhero characters to film, TV and new-media projects such as the recent movie release “The X-Men.” Analysts have blamed long-running financial woes in large part to struggles for control of the company that preceded its 1996 bankruptcy filing.
Marvel shares closed unchanged at $4.75 on Friday. The markets were closed Monday for Labor Day.