Fund Pushing Bergen to Drop Its ‘Poison Pill’

The world’s largest pension fund is pushing Orange-based Bergen Brunswig Corp., the third-largest U.S. drug wholesaler, to eliminate its anti-takeover measure.

Teachers Insurance and Annuity Assn.-College Retirement Equities Fund, which owns nearly a 2% stake in Bergen, sent a letter to shareholders asking that they support the effort, the fund said Thursday.

Shareholders are scheduled to vote on TIAA-CREF’s resolution that Bergen ditch its so-called dead-hand poison pill April 22 at the company’s annual meeting. Bergen adopted the anti-takeover measure in February 1994.

A poison pill is intended to force up the price an unwanted suitor would have to pay to take over a company. A dead-hand pill can be removed only by the board that put it in place. Even if shareholders were to elect a new board that would favor a takeover, that board would be powerless to remove the pill.

Delaware courts recently outlawed such defenses for companies incorporated in that state, the pension fund noted.

“We believe that Bergen’s directors have appropriated to themselves a power that should reside with the shareholders, the owners of the company,” Peter Clapman, the fund’s head of corporate governance, said in his letter.

Bergen Brunswig executives weren’t available to comment.