Cracker Barrel Cooks Up “Poison Pill” to Block Bilglari

Cracker Barrel Old Country Store Inc. sought to adopt a “poison pill” for the second time in less than a year, to block activist investor Sardar Biglari‘s attempts to raise his stake in the casual dining chain, Reuters reported Tuesday. Cracker Barrel, which has been involved in a long-running public spat with its largest shareholder Biglari, said the three-year rights plan has a 20% trigger, and requires approval by shareholders at its 2012 annual meeting.

(Reuters) – Cracker Barrel Old Country Store Inc sought to adopt a “poison pill” for the second time in less than a year, to block activist investor Sardar Biglari’s attempts to raise his stake in the casual dining chain.

 

Cracker Barrel, which has been involved in a long-running public spat with its largest shareholder Biglari, said the three-year rights plan has a 20 percent trigger, and requires approval by shareholders at its 2012 annual meeting.

 

The plan, however, does not apply to all-cash, fully-financed buyout bids open for 60 business days, the company said.

 

“The board’s action is in response to Biglari Holdings’ continuing open-market acquisition program of Cracker Barrel shares,” Chief Executive Sandra Cochran said in a statement.

 

Biglari, who owns over 16 percent of the stock, has publicly criticized the management for failing to grow customer traffic for seven years and for increasing menu prices during the recession.

 

Cracker Barrel shareholders had shot down a proposal for a rights plan with a 10 percent trigger in December, but they also blocked Biglari’s move to put himself on the board. (Reporting by Ranjita Ganesan; Editing by Viraj Nair)