To: Glenn Petersen who wrote (2369 ) 8/2/2011 11:32:27 AM From: Glenn Petersen Read Replies (1) | Respond to of 3862 Talbots straps on a poison pill: Talbots Adopts Poison Pill By JEFFREY CANE New York Times DealBook August 2, 2011, 8:48 a.m. Talbots said on Tuesday that its board had adopted a shareholder rights plan, or a poison pill, a day after a private equity firm disclosed that it had acquired a big stake in the company. Sycamore Partners, a private equity firm that focuses on retail and consumer companies, said on Monday that it had accumulated a 9.9 percent stake in Talbots and would seek to talk to the retailer’s management about strategy and operations. The firm may use the stake as a beachhead for an eventual buyout of Talbots, as several other private equity firms have done with retail companies in the last year. Shares of Talbots surged more than 17 percent, to $4.07, in trading on Monday on apparent hopes of a bid for the struggling women’s clothing retailer. Even after the rally on Monday, the stock price is down 52 percent this year. Talbots has a market value of $288 million and has debt of $87 million, according to data from Capital IQ. Assuming a premium of as much as 15 percent, a buyout would cost more than $400 million, including the assumption of debt. Talbots said it had adopted the rights plan “to promote fair and equal treatment of the company’s stockholders in light of a recent rapid accumulation of a significant percentage of the company’s outstanding common stock.” The plan comes into effect if an investor acquires 10 percent or more of the company’s common shares. It will not apply to Oppenheimer Funds, the company’s largest shareholder, which already has a 10.3 percent stake; Sycamore is the second-largest shareholder. Details of the rights plan are to be spelled out in a securities filing, the company said. Perella Weinberg Partners and the law firm of Dewey & LeBoeuf are advising Talbots. dealbook.nytimes.com