Having relied on a just say no defence and all the usual legal options open to a company under siege from a hostile bidder, NCR Corp took the gloves off yesterday in its efforts to frustrate AT&T Co’s $90 a share cash offer for the company. It has adopted a $500m Employee Stock Ownership Plan which should ensure that it has about 8% of the votes in its pocket in any ballot called by AT&T. It also moved to win over a few more waverers by declaring a special dividend of $1 a share, on top of its regular quarterly dividend of 37 cents, up two cents on last time. The employee plan will be adopted March 28, which also is the date the company has set for its annual meeting – the earliest it could have been called to minimise the time AT&T has to solicit proxies. The moves may be enough to ensure AT&T fails to get the 80% vote it requires to replace NCR’s entire board of directors.
