Bergen’s ‘Poison Pill’ Draws Shareholder Fire

Bergen Brunswig Corp. shareholders backed a measure to give themselves more control over takeover bids for the drug wholesaler, a victory for activist investors who want more say in corporate policies.

A nonbinding proposal against an anti-takeover strategy known as a “dead hand poison pill” won support from 68% of the shareholders voting on the measure, its sponsor, the world’s largest pension fund, said Thursday.

The proposal called for Orange-based Bergen to eliminate the policy or put it to a shareholder vote.

So-called “dead hand poison pills” can only be removed by the corporate board that put them in place--effectively keeping them in force even if new directors are elected.

Shareholder activists and institutional investors planned similar efforts at about 40 companies this year, and said they view the vote at Bergen Brunswig’s annual meeting as a significant victory.

“There’s been only a handful of shareholder resolutions ever that got more support than this,” said Kenneth A. Bertsch, director of corporate governance for the pension fund, the Teachers Insurance and Annuity Assn.-College Retirement Equities Fund. The fund owns 1.9% of Bergen’s shares.

Bertsch said holders of 84% of Bergen Brunswig’s outstanding shares voted. About 68% voted for the resolution, while the others voted against or abstained.

Lisa Riordan, Bergen Brunswig’s director for investor relations, said she did not have an official vote count and could not comment on the results.

Poison pills try to force up the price an unwanted suitor must pay to take over a company. Many such measures are up for renewal this year, amid investor complaints that they could fend off takeovers that benefit shareholders.

Meanwhile, Bergen’s acquisition of PharMerica Inc., a Tampa, Fla., provider of pharmaceutical products and services, was approved Thursday by shareholders of both companies in separate meetings.