Victoria's Secret & Co. Adopts Limited-Duration Shareholder Rights Plan

Core Viewpoint - The Board of Directors of Victoria's Secret & Co. has adopted a limited-duration shareholder rights plan to protect the interests of all shareholders in response to significant stock accumulation by BBRC International Pte Limited [2][3][4] Group 1: Rights Plan Details - The Rights Plan is effective immediately and will expire in one year, specifically on May 18, 2026 [2][8] - Each shareholder will receive one right for each share of common stock as of May 29, 2025, which will initially trade with the common stock [5][8] - The rights become exercisable if any person acquires 15% or more of the outstanding common stock, or 20% for certain passive investors [5][6] Group 2: Rationale for the Rights Plan - The Board adopted the Rights Plan due to the substantial accumulation of shares by BBRC, which began increasing its position to approximately 13% starting in March 2025 [3][6] - The Board expressed concerns about the current market dislocation in the retail sector and its impact on the trading value of the Company's shares, which they believe does not reflect the inherent value of VS&Co [3][4] - The Rights Plan aims to ensure fair treatment of all shareholders in the event of a takeover and to prevent control from being gained without appropriate compensation [4][6] Group 3: Engagement with BBRC - The Company has maintained open dialogue with BBRC and values their investment, indicating a willingness to continue discussions [4] - BBRC has a history of acquiring controlling interests in retail companies and has recently launched a new global lingerie and beauty brand [6][4] Group 4: Company Overview - Victoria's Secret & Co. is a specialty retailer known for its fashion-inspired collections, including lingerie, sleepwear, and beauty products, with a global presence of approximately 1,380 retail stores in nearly 70 countries [9]