Shamrock Holdings’ is running out of luck in its takeover bid for Polaroid Corp. following a St. Patrick’s Day ruling by a Delaware court upholding key anti-takeover measures Polaroid is using to fend off the Burbank company.
Both Polaroid’s employee stock ownership plan (ESOP) and its huge propsed stock buyback were ruled legal on Friday.
Validation of the ESOP puts about 14% of the company’s stock in friendly hands. In addition, the stock repurchase plan calls for Polaroid to buy back $1.1 billion in stock from the public. New investors friendly to management would put up $300 million for part of the stock buyback.
Together, these two defenses would put about 30% of the company’s stock under Polaroid’s control.
With another 30% held by individual stockholders who are generally regarded as sympathetic to current management, the Shamrock bid seems profoundly handicapped. Another 30% is held by institutional investors who analysts say are less likely to favor the status quo.
Shamrock, an investment firm controlled by Roy E. Disney and his family, said it would appeal Friday’s decision. A hearing has been set for today on Shamrock’s request for an injunction pending the appeal.