IT staffing provider TSR Inc.’s (NASD: TSR) board on Wednesday approved the adoption of a stockholder rights agreement, sometimes referred to as a “poison pill,” to thwart a potential hostile takeover. The plan will take effect if a person or group acquires more than 5% of TSR shares in a transaction not approved by TSR’s board.
If that does happen, shareholders other than the person who acquires the stake above 5%, “will have the right to purchase, upon payment of the exercise price and in accordance with the terms of the Rights Plan, a number of shares of the Company’s common stock having a market value of twice such price,” according to TSR. For more, click here.
TSR’s move comes after investors have raised concerns. Zeff Capital LP, which last year sought to acquire all the shares in TSR, upped its stake in the company by purchasing the shares held by TSR Founder Joseph Hughes and his wife, Winifred. And on Monday of this week, QAR Industries announced it acquired a little more than 7% of TSR and raised questions about the governance of the company.
“Although our involvement with TSRI has been relatively short, we already have significant concerns that the board of directors places the interest of Christopher Hughes, TSRI’s current chief executive officer, above the interests of its shareholders,” according to QAR’s letter. “We sincerely hope that we are wrong in this observation and formally ask the Board of Directors to provide answers to the activities of concern with the hope that such answers will clarify the issues and confirm that the Board is in fact placing the shareholders’ best interests as their top priority.”
The board approved the rights agreement upon the recommendation of the special committee formed in July to review strategic alternatives, including a possible sale of the company.
“It’s a good time to be in the staffing business,” Mitchell Goldberg, president of investment firm ClientFirst Strategy Inc., told Newsday. “That’s at the heart of this TSR poison pill.”
If the investor group “wants the company badly enough, they’ll have to step up with a price that satisfies the board,” Goldberg said.
The board also amended its by-laws, eliminating the ability for special meetings to be called at the request of stockholders owning a majority of the company’s issued and outstanding capital stock.
Additionally, TSR also announced Regina Dowd resigned her position as a member of the board, effective Aug. 27.