It's no secret that Carl Icahn loves deal-making. When he's buying shares in your favorite company, that stock might soon wind up on the open market or sold for parts.
But Netflix (NASDAQ:NFLX) doesn't want any of that action. When SEC filing revealed that Icahn had built a 10% ownership stake in the video service veteran, the board sat down with its lawyers to draft a quick response.
And so we have a brand-new poison pill baked into the Netflix pie.
Icahn's current stake may be large enough to force discussions with the board and management, and other investors might latch onto his investment vehicle like Michael J. Fox grabbing tailfins on his skateboard. If the notorious corporate raider is successful, his involvement could unlock a ton of hidden value in Netflix shares.
But Netflix doesn't want a hostile takeover here. If Amazon.com (NASDAQ: AMZN) or Microsoft (NASDAQ: MSFT) want to buy Netflix, they had better sit down and hash out a proper deal with the board of directors. The board can override or cancel the poison pill at any time, and the document explicitly doesn't apply to "any merger, tender or exchange offer or other business combination approved" by the board.
The pill essentially makes it impossible for Icahn to orchestrate a hostile takeover. The market would be flooded with fresh shares in case Icahn or any other unapproved investor buys a large enough ownership stake. Existing investors could get a boatload of additional shares at a huge discount while Icahn's threatening stake would melt away in a pool of massive dilution.
Poison pills don't kill buyout bids -- they just delay them, giving the board more time to negotiate a proper deal. One study of 48 buyouts found that companies with poison pills sold at an average price premium of 78% while those without gained just 57%. And the extra time also gives companies some time and incentive to review their business practices and strategies. That's part of the theory behind poison pills.
So Icahn may or may not end up forcing Netflix to sell itself, but he could force the company's hand to change direction. This is exciting because there's always room for improvement, but it's also scary because I believe Netflix is executing a very sensible strategy nowadays. Let's just hope we don't get another Qwikster catastrophe out of Icahn's pressure.