Victoria’s Secret has adopted a limited-duration shareholder rights plan, commonly known as a “poison pill”, after Australian billionaire Brett Blundy’s investment firm, BBRC International Private Limited, increased its stake in the company to over 13%.
The plan, announced Tuesday, is designed to prevent any investor from gaining control of the company without offering a fair premium to all shareholders, Reuters reported.
“This plan is intended to guard against tactics to gain control of the company without paying all shareholders an appropriate premium for that control,” said Board Chair Donna James in a statement.
Shares of Victoria’s Secret were trading slightly higher at $22.87 following the announcement.
Under the new provision, Victoria’s Secret will issue one right per share on May 29. These rights will only be activated if any shareholder acquires 15% or more of the company’s common stock.
The move comes after BBRC significantly increased its holdings in the lingerie maker over the past few months. As of April, the firm holds approximately 10.31 million shares, roughly 13% of Victoria’s Secret’s outstanding shares.
Victoria’s Secret disclosed that BBRC had been accumulating shares for nearly three years without filing the necessary disclosures required under U.S. antitrust regulations.
The investment firm has since rectified the issue. The company noted that once a mandatory waiting period ends at 11:59 p.m. ET on May 21, BBRC will be permitted to acquire up to 49.99% of Victoria’s Secret’s voting stock.
The poison pill comes as Victoria’s Secret faces persistent challenges, including soft consumer demand and concerns over the economic outlook.
Rising tariffs and inflationary pressure have made shoppers more cautious, leading to reduced spending on discretionary categories such as lingerie and beauty.
Victoria’s Secret also noted that BBRC has a track record of gaining control of consumer-facing brands.
The firm recently launched its own lingerie and beauty business and has backed brands such as Bared Footwear and Oz Hair & Beauty.
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