Victoria’s Secret adopts limited-duration shareholder rights plan

Victoria’s Secret (VSCO) & Co. announced that its Board of Directors has approved the adoption of a limited-duration shareholder rights plan to protect the best interests of all VS&Co shareholders. The Rights Plan is effective immediately and expires in one year. The Board, in consultation with its independent advisors, adopted the Rights Plan in response to the substantial accumulation of shares of VS&Co’s common stock by BBRC International Pte Limited, an entity controlled by Brett Blundy. In deciding to adopt the Rights Plan, the Board considered, among other things, that: Starting in March 2025, BBRC began increasing its position in VS&Co to approximately 13% of the outstanding shares; After nearly two years of reporting its beneficial ownership as a “passive investor” on Schedule 13G, in February 2024, BBRC began reporting on a Schedule 13D; BBRC made acquisitions of the Company’s common stock in violation of U.S. antitrust law for nearly three years by failing to file forms required under the Hart-Scott-Rodino Act and observe the regulatory waiting period, and now has made corrective filings that will enable BBRC to acquire up to 49.99% of the Company’s voting stock once the waiting period has expired, which we expect will be at 11:59 p.m., Eastern Time, on May 21, 2025; BBRC has a track record of acquiring controlling interests in retail companies; and BBRC recently launched a new business described as a global lingerie, sleepwear and beauty brand.