Nordic American Offshore has readied a poison pill, just weeks after the Scorpio Group took a leading position at the company.
Under a shareholder rights agreement approved by the board existing investors will get the right to acquire additional stock should an unauthorized outsider acquire 15% or more of the Emanuele Lauro-led company.
"The board has adopted this rights agreement to protect shareholders from coercive or otherwise unfair takeover tactics," a 26 December Securities and Exchange Commission filing outlining the terms read.
The move came 10 days after Scorpio took a 15.9% stake in the Herbjorn Hansson-founded offshore company via $5m in a private placement.
Hansson still owns 10.45% of the company, primarily through High Seas AS, and his Nordic American Tankers owns 13.55%.
The company insisted the poison pill will not interfere with other board-approved potential mergers or combinations.
It is unclear if anyone was readying a hostile takeover, though offshore companies have been active with mergers and acquisitions.
In mid-November, Tidewater and Gulfmark completed a merger.
Harvey Gulf chief executive Shane Guidry said his company was looking for two mergers, one at home and one abroad.
Before Scorpio took its controlling stake, Nordic American Offshore was set for a merger with Horizon Maritime.
The deal, scuttled in late November, would have seen the Canadian company take a 52% stake in the new firm.
NAO was down to just $6.6m in cash after third quarter operating losses of $6m against long-term debts of $135m.
It has not turned a profit in three and a half years following a depression in oil-related businesses.
