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Lionsgate Shareholders Reject Improved Icahn Offer

The offer at $7 per share was rejected, the company announced, leaving takeover king to ponder price

Shareholders for the independent film studio Lionsgate on Monday rejected the offer by activist shareholder Carl Icahn to buy up to all of the company’s shares for $7 each.

The offer followed another failed tender earlier this year for $6 per share.

"Lionsgate’s shareholders have demonstrated that they believe the Icahn Group’s offer is inadequate and does not reflect the value of their investment," the company said in a prepared statement, urging shareholders not only not to sell to Icahn, but to withdraw any shares they might have offered.

Shareholders are scheduled to vote Wednesday on a "poison pill" plan that Lionsgate management is recommending in order to shut Icahn out of a takeover process.

Icahn, who owns 18.9 percent of Lionsgate, has been trying to maneuver his way into a controlling position in the company. He has demanded seats on the board, and criticized management for its spending on overhead.

The company released this news statement on Monday: 

Lionsgate (NYSE: LGF) (the “Company”) today announced that its shareholders rejected the offer by Carl Icahn and certain of his affiliated entities (the “Icahn Group”) to acquire up to all of Lionsgate’s common shares for U.S.$7.00 per share in cash. The Icahn Group’s offer failed to receive its minimum number of shares and was extended to 8:00 p.m., New York City time, on May 21, 2010. Less than 6.5% of the Lionsgate outstanding shares were tendered.

The Company stated: 

Lionsgate’s shareholders have demonstrated that they believe the Icahn Group’s offer is inadequate and does not reflect the value of their investment.  Lionsgate appreciates the support of its shareholders and encourages all of its shareholders to continue to reject the Icahn Group’s offer by NOT tendering their shares, and for those who have, to withdraw them. The Company’s Board of Directors believes that the Icahn Group’s offer is financially inadequate, opportunistic and coercive and is not in the best interest of Lionsgate, its shareholders or other stakeholders.

The Special Meeting of Shareholders, scheduled for the purpose of ratifying the Company’s Shareholder Rights Plan, will be held at 10:00 AM ET on May 12, 2010 at the Four Seasons Hotel, Tudor Stuart Orange Room, 21 Avenue Road, Toronto, Ontario, Canada. Shareholders may submit proxies until the conclusion of voting at the Special Meeting.

The Board recommends that Lionsgate shareholders protect the value of their Lionsgate investment by NOT tendering their shares and by withdrawing any shares previously tendered into the Icahn Group’s offer.  The Board also recommends that shareholders vote FOR the approval of the Shareholder Rights Plan at the Special Meeting. 

See previous: Icahn Ups Offer, Now Wants All of Lionsgate

Lionsgate Urges Shareholders to Reject Icahn’s Latest Offer

Icahn to Feltheimer: ‘You’re No Visionary’