This paper examines the optimal path of dividend policy adjustments for a growth company facing the likely threat of takeover. Departing from the common framework of inefficient managers resisting takeover attempts, the formal analysis here focuses on defensive payout strategy of value-maximizing management under the circumstances of random stock market valuation errors, and the bidders’ perceived synergistic gains. A dynamic model, incorporating acquisition activity stochastically, is formulated for a growth firm drawing funds from both internal and external sources. An optimal “bang-bang” reinvestment strategy is derived with control theory, and it is found to be consistent with the firm’s objective of stock-value-maximization. It is also shown theoretically that an immediate threat of takeover shortens managerial planning horizon. The model provides an explanation of dividend adjustment behavior observed in growth firms, and offers an insight into the impact of anti-takeover costs on the firm’s value over time.