SANTA MONICA, CA, and VANCOUVER, BC, August 30, 2011 – Lionsgate (NYSE: LGF) (“the Company”), a leading diversified global entertainment company, announced today that Carl and Brett Icahn have reached an agreement with the Company under which the Icahns have agreed to sell up to 44,161,971 shares of Lionsgate common stock, representing substantially all of the Lionsgate shares currently owned by the Icahns. The parties also agreed to dismiss all outstanding litigation between them and release all claims that they may potentially have against each other.
Under the terms of the Settlement Agreement, a Lionsgate company has purchased 11,040,493 shares of Lionsgate common stock from the Icahns at $7.00 per share in a transaction to be completed by September 2, 2011. One or more affiliates of MHR Fund Management LLC, an entity controlled by Mark H. Rachesky, a director of Lionsgate, has purchased an additional 11,040,493 shares of Lionsgate common stock from the Icahns at $7.00 per share in a transaction to be completed by September 2, 2011.
Over the next 35 business days, Lionsgate will also have the right to designate one or more parties to purchase up to 22,080,985 additional shares of Lionsgate common stock from the Icahns at $7.00 per share. The Company noted that the $7.00 purchase price was approximately 7% below Friday’s closing market price of $7.55 and was approximately the same as Icahn’s cost basis for the shares.
“We believe that this accretive and antidilutive transaction is in the best interests of all Lionsgate shareholders, and it allows the Company to continue to focus on the execution of its longterm business plan,” said Lionsgate Co-Chairman and Chief Executive Officer Jon Feltheimer.
Carl Icahn wished the Company well on its future slate but stated, “As some have noted, my own “slate” is pretty full at the time, and I therefore determined that it is a good time to exit.”
Perella Weinberg Partners served as outside financial advisor and Wachtell, Lipton, Rosen & Katz and Heenan Blaikie LLP served as legal counsel to the Board in connection with the transaction.