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Aéropostale, under investor pressure, adopts poison pill

Victor J. Blue | Bloomberg | Getty Images

Struggling teen clothing retailer Aéropostale, under pressure from some investors to sell itself, adopted a poison pill that would be triggered if a stockholder buys 10 percent of the company.

Shareholder Crescendo Partners urged Aéropostale last week to sell itself, joining a list of investors expressing frustration about the fading fortunes of the retailer, which has lost money for three quarters in a row.

Aéropostale, which has warned of another quarterly loss when it reports next week, has been hit along with rivals by heavy discounting going into the holiday shopping season.

The retailer has been trying to reposition itself as a lifestyle brand and offer more fashionable products, in addition to hoodies, jeans and T-shirts, that will allow it to charge more for its clothing.

(Read more: 'Black Thursday' mission: Short lines, fewer fights)

The retailer said on Tuesday its poison pill would see a large number of new shares issued to other shareholders if one investor bought more than 10 percent of the company. For a passive investor the threshold is 15 percent.

Aéropostale has come under scrutiny from private equity funds that are attracted to it because of its brand.

Following the announcement, Aéropostale stock inched higher. (Click here to track the company's shares.)

It was in the best interests of Aéropostale to be taken private as it faced a long restructuring, Morningstar analyst Bridget Weishaar said.

"It is often best to do [restructuring] in the private setting, where they don't have the constant short-term vision of shareholders," she said.

Takeover target

Aéropostale said it was not adopting the plan in response to any takeover proposal.

The plan, effective Nov. 26, aims to provide stockholders with adequate time to fully assess any takeover bid and was not intended to prevent an acquisition, the retailer said.

Aéropostale said it would put the plan to a stockholder vote at its 2014 annual meeting. The plan will expire on that day if it is not approved.

Weishaar said it was hard to say who would bid for Aéropostale but added that Sycamore Partners Management could be a player, given its stake in the company and its history of taking troubled retailers private.

Hummingbird, an affiliate of Sycamore, disclosed an 8 percent stake in Aéropostale in September.

(Read more: Black Friday madness: It's not always about deals)

Sycamore, which has more than $1 billion under management, took Hot Topic private this year and bought Talbots last year.

Private equity firm Hirzel Capital Management said last week it wanted to open discussions with the board that could lead to "an extraordinary corporate transaction."

The Dallas-based firm holds about 6 percent of Aéropostale.

(Read more: Retailers' Black Friday and Thanksgiving hours)

Crescendo, which described itself as a "substantial shareholder" in the retailer, did not disclose the number of shares held by it and its affiliates.

Aéropostale shares were little changed at $10.24 on the New York Stock Exchange on Tuesday morning. The stock has dropped about 40 percent in the past six months.

By Reuters

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