Question

The merger of Pringles and Diamond Foods could have been achieved as a result of a P&G spin-off of Pringles. Explain the details of how this might happen.

Answer 1

The plan entitled the holder of such rights to purchase 1/100 of a share of Diamond Series A Junior Participating Preferred Stock if a person or group acquires 15% or more of Diamond outstanding common stock. Holders of this preferred stock (other than the person or group triggering their exercise) would be able to purchase Diamond common shares (flip-in poison pill) or those of any company into which Diamond is merged (flip-over poison pill) at a price of $60 per share. Such rights would expire in March 2015 unless extended by Diamond board of directors.