Victoria’s Secret Swallows 'Poison Pill' to Prevent Takeover by Australian Billionaire

Victoria’s Secret & Co., the New York Stock Exchange-listed luxury fashion brand known for its lingerie lines, has announced a limited-duration shareholder rights plan to block a potential hostile takeover bid by Australian billionaire Brett Blundy. The move—often referred to as a "poison pill" in the corporate world—comes as Blundy’s investment firm increases its stake in the company.

Victoria’s Secret Board Chair Donna James said the rights plan was approved to "guard against tactics to gain control of the company without paying all shareholders an appropriate premium for that control."

In a statement, Victoria’s Secret said the decision was made after consulting with independent advisors and in response to BBRC International Pte Limited, controlled by Brett Blundy, steadily raising its stake.

The company alleged that over the past three years, BBRC purchased shares without filing the necessary disclosures under the U.S. Hart-Scott-Rodino antitrust law. BBRC has now submitted those forms, allowing it to legally acquire up to 49.99% of the company’s voting stock once the waiting period expires—expected at 11:59 p.m. ET on May 21, 2025.

The company added that in February 2024, BBRC changed its regulatory status from a “passive investor” to an “active investor” by switching from a Schedule 13G to a Schedule 13D filing. In March 2025, it began increasing its stake to around 13% of the outstanding shares.

The statement also noted that BBRC has a history of taking control of retail businesses and recently launched its own global lingerie, sleepwear, and beauty brand—potentially raising competitive concerns.

“In light of the circumstances and consistent with its fiduciary duties, the Board determined it was necessary to adopt a rights plan to protect the long-term interests of all Victoria’s Secret shareholders,” said James.

She added that the company has engaged in open and constructive dialogue with Brett Blundy and BBRC representatives over the past three years and appreciates BBRC’s investment in the company.

In the fourth quarter of 2025, Victoria’s Secret reported gross profit of $813.4 million, down 1.5% year-on-year, with a gross margin of 38.6% (versus 39.7% last year).

Earnings per share (EPS) came in at $2.60, beating the $2.30 estimate and up from $2.58 a year earlier. Revenue rose 1% to $2.1 billion, also topping expectations. Comparable sales increased 5%, driven by strong holiday demand across the Victoria’s Secret, PINK, and Beauty segments. North American sales rose 0.5%, direct channel sales increased 2.5%, while international sales dipped 0.6%.