A Poison Pill for Energizer

In an effort to make sure that it doesn't get burned by zealous investors after it splits into two companies, a personal care company and a battery company, Energizer has adopted a poison pill plan that is effective immediately and will remain in effect until Dec. 31, 2015. According to Energizer, the plan is designed to assist the board in the period leading up to and immediately following the separation by protecting against creeping accumulations or other share acquisition activity that the board believes would not be in the best interest of shareholders.


The rights will be triggered by any accumulation of beneficial ownership of 10% or more of Energizer's outstanding common stock after May 21, 2015.  The rights plan would also be triggered by any accumulation of an additional 0.001% or more of Energizer's outstanding common stock by a person or group who beneficially owned 10% or more of Energizer's outstanding common stock as of May 21, 2015.  In those situations, each holder of a right (other than such person or members of such group) will be entitled to purchase, at the then-current exercise price, additional shares of common stock having a value of twice the exercise price of the right.


In addition, if Energizer is acquired in a merger or other business combination transaction after a person or group has acquired 10% or more of Energizer's common stock, each right will entitle its holder (other than such person or members of such group) to purchase, at the right's then-current exercise price, a number of the acquiring company's shares of common stock having a market value of twice the exercise price.



Prior to the acquisition by a person or group of beneficial ownership of 10% or more of Energizer's common stock, the rights are redeemable for $0.001 per right at the option of the board of directors.


Certain synthetic interests in securities created by derivative positions — whether or not such interests are considered to constitute beneficial ownership of the underlying common stock for reporting purposes under Regulation 13D of the Securities Exchange Act — are treated as beneficial ownership of the number of shares of Energizer's common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Energizer's stock are directly or indirectly held by counterparties to the derivatives contracts.