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Advisory Firm Recommends Yes Vote on Lionsgate ‘Poison Pill’ Plan

Glass Lewis advises approval of company’s Shareholder Rights Plan to protect Lionsgate

Lionsgate on Friday said independent proxy advisory firm Glass Lewis & Co. recommended that shareholders vote for the Lionsgate Shareholder Rights Plan.

The company said it was pleased with the Glass Lewis recommendation.

The text of the statement from Lionsgate follows:


Report Says “…We Believe That Shareholder Ratification of The Company’s Rights Plan Is In Shareholders’ Best Interests”

SANTA MONICA, Calif., and VANCOUVER, April 9, 2010 — Lionsgate (NYSE: LGF) today announced that Glass Lewis & Co., a leading independent proxy advisory firm, recommends that Lionsgate shareholders vote for the Lionsgate Shareholder Rights Plan.

In its April 8, 2010 report, Glass Lewis states, “In this case, although the Rights Plan does not contain qualifying offer provisions, in our view, the permitted bid provisions adequately ensure that shareholders are able to consider a reasonable offer for the Company. Further, we note that the Rights Plan will expire in three years. In light of these shareholder-friendly provisions, we believe that the Rights Plan may serve to protect Shareholder interests in the event that a takeover bid does not reflect the full value of the Company’s shares or is coercive. Consequently, we believe that shareholder ratification of the Company’s Rights Plan is in shareholders’ best interests.”*

The Company said that it was pleased with Glass Lewis’ recommendation that shareholders vote for the resolution approving the Shareholder Rights Plan previously adopted by the Board of Directors of Lionsgate on March 12, 2010. Lionsgate’s Shareholder Rights Plan is NOT a typical U.S. style rights plan that provides the Board with broad discretion over whether to permit a bid. Lionsgate’s Shareholder Rights Plan is intended to protect Lionsgate and its shareholders from unfair and coercive attempts to take over the Company, and it enables Lionsgate to continue to execute on its current plans to build shareholder value.

The Board of Directors believes that the Shareholder Rights Plan is in the best interests of the Company, its shareholders and other stakeholders and recommends that shareholders vote FOR the Shareholder Rights Plan on the WHITE Proxy Card. The Board urges shareholders to discard any gold proxy card they receive from the Icahn Group.

The Board believes that the U.S.$6.00 per share offer made by the Icahn Group is financially inadequate, opportunistic and coercive, and recommends that shareholders NOT tender their shares into the offer.

If shareholders have any questions, need copies of Lionsgate’s proxy materials or require assistance in voting their shares, please contact Lionsgate’s proxy solicitor, MacKenzie Partners, Inc. at 800-322-2885 (Toll Free), 212-929-5500 (Call Collect) or via email at lionsgate@mackenziepartners.com

Morgan Stanley is serving as financial advisor to Lionsgate and Heenan Blaikie LLP is serving as legal advisor. Perella Weinberg Partners LP is serving as financial advisor to the Special Committee of the Lionsgate Board of Directors and Wachtell, Lipton, Rosen & Katz is serving as U.S. legal advisor and Goodmans LLP is serving as Canadian legal advisor.

* Permission to use quotations was neither sought nor obtained.