Victoria’s Secret & Co. has an admirer who might be getting a little too close for comfort.
The lingerie company adopted a shareholder rights plan — commonly described as a poison pill — to “protect the best interests” of all shareholders after Australian entrepreneur Brett Blundy’s BBRC International amassed a 13 percent stake in the business.
The poison pill is designed to prevent any investor from taking over the company on the open market without paying a “control premium” that is typically seen in acquisitions. The plan lasts for one year and will allow shareholders to buy additional stock at half price if any party acquires 15 percent of Victoria’s Secret stock.
BBRC has been an investor in Victoria’s Secret for a few years, but switched to a more active stance in February 2024 and, over the past three months, has been ramping up its stake.
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Victoria’s Secret claims that BBRC bought shares of the company “in violation of U.S. antitrust law for nearly three years by failing to file forms required under the Hart-Scott-Rodino Act and observe the regulatory waiting period.”
Now, BBRC has made “corrective filings” and the company said it could theoretically acquire up to 49.99 percent of its stock once the waiting period has expired. That is expected to happen at the end of the day on Wednesday.
Shares of the company got a little boost from the interest signaled by the poison pill and gained 3.2 percent to $23.51 in premarket trading on Tuesday.
Donna James, chair of Victoria’s Secret, said: “The company has engaged in open and constructive dialogue with Mr. Blundy and other representatives of BBRC over the past three years and appreciates BBRC’s investment in the company.
“Our board and management team remain focused on effectively managing near-term headwinds in the macro environment, while pursuing a focused strategy to unlock the full potential of our brands and business under our new CEO Hillary Super,” James said.
The company also noted that BBRC has a “a track record of acquiring controlling interests in retail companies” and recently launched a new global lingerie, sleepwear and beauty business.
BBRC did not immediately respond to a request for comment, but its website touts its 40-plus year track record as a private investment firm that “makes fast and confidential decisions, with Brett Blundy acting as a partner, investment committee, and decision-maker all in one.”
“At BBRC we have no team of consultants or MBAs,” the website said. “We are incredibly lean, and prefer to work directly with our partners, not through intermediaries or outside experts. Business is hard, it is best to partner with someone who understands that.”
BBRC’s current investments include Australian fashion brand Dissh, jewelry company Lovisa, family-focused brand Best & Less and workout studio Hot 8 Yoga.