Victoria’s Secret adopts poison pill to thwart investor

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Victoria’s Secret & Co. announced a shareholder rights plan after an investor began acquiring a substantial amount of stock in the lingerie retailer.

BBRC International Pte Limited, an entity controlled by Brett Blundy, has increased its position to about 13% of outstanding shares and has a history of acquiring controlling interests in retailers, Victoria’s Secret said in a statement.

The plan, which is often called a poison pill, will issue one right for each share at the close of business on May 29 and be triggered if an investor acquires 15% of outstanding common stock. It wasn’t adopted in response to a proposal to acquire control of the company, Victoria’s Secret said.

The company’s shares rose less than 1% at 9:33 a.m. in New York time. The stock had fallen 45% this year through Monday’s close.

BBRC didn’t immediately respond to a request for comment.

The retailer tapped Hillary Super as chief executive officer in August to turn around a company that has struggled to grow sales in recent years amid competition from upstarts like Skims. She’s already revamped management, but her task has been made harder by US tariffs on imports from Asia.

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Victoria’s Secret said BBRC recently launched a business described as a global lingerie, sleepwear and beauty brand and that it has a history of acquiring controlling interests in retailers.

BBRC, based in Singapore, said in a February filing that it owned about 10% of the outstanding stock and had communicated with members of Victoria’s Secret board on how to boost shareholder value, including changes to the board. Its ownership then rose to about 13%, according to a filing in early April.

Victoria’s Secret said it has communicated with BBRC over the past three years.

The board adopted the rights plan to “protect the long-term interests of all Victoria’s Secret shareholders and guard against tactics to gain control of the company without paying all shareholders an appropriate premium for that control,” Donna James, chair of the retailer’s board, said in the statement.