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After Legal Setbacks, Carl Icahn Lets Lionsgate Tender Offer Expire

Mike Fleming

Carl C. Icahn announced today that the offer by his affiliated entities to purchase any and all of the outstanding common shares of Lions Gate Entertainment Corp. for $7.50 per share in cash has expired. The offer had been conditioned upon the New York State Supreme Court granting, by 11:59 p.m., Vancouver time, on December 10, 2010, the Icahn Group’s motion for a preliminary injunction preventing the Lions Gate common shares issued on July 20, 2010 to a fund controlled by director Mark Rachesky from being voted at the 2010 annual general meeting of Lions Gate shareholders. This condition was not met. As a result, Mr. Icahn and his affiliated entities will not purchase any of the Lions Gate common shares that were tendered in the offer. All Lions Gate common shares that were previously tendered and not withdrawn will be returned promptly.

Mr. Icahn stated: “We are disappointed that our motion for a preliminary injunction barring the voting of the shares issued to director Mark Rachesky was not granted, but we are pleased that the judge agreed to hold a full trial on the matter within the next several months and will require Lions Gate to hold a meeting of shareholders again in September 2011 following his ruling in the case. We will continue to monitor the situation at Lions Gate and will aggressively take all actions necessary to protect our investment, and we reserve all of our rights with respect to Lions Gate and its securities. We are

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Carl Icahn Extends Lionsgate Share Offer

Mike Fleming

Though Carl Icahn’s attempt to take control of Lionsgate was dealt a setback recently by a Supreme Court judge in British Columbia who dismissed Icahn’s lawsuit to stop a Lionsgate de-leveraging move that pushed his 38% stake down to 33.5%, Icahn is still trying. He’s extended his $7.50 per share offer, which had already been extended to November 12. All this is going on as MGM announced that it is speeding toward approval of its prepackaged bankruptcy, with Spyglass partners Roger Birnbaum and Gary Barber at the helm. Icahn, a significant holder of MGM debt, is in the middle of that, too, and there’s every indication there might be an alignment of Lionsgate and MGM, with Icahn playing a role. Here’s the announcement Icahn just made:

NEW YORK, Nov. 12, 2010– Carl C. Icahn announced today that the offer by his affiliated entities to purchase up to all of the outstanding common shares of Lions Gate Entertainment Corp. for $7.50 per share in cash has been extended and will now expire at 11:59 p.m., Vancouver time, on November 22, 2010, unless further extended or withdrawn.

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Lionsgate’s 2nd Quarter Swings To Loss

The company reported a 2nd quarter net loss of $29.7 million compared to net income of $31.7 million same quarter last year. But Lionsgate did report revenue of $456.3 million, an increase of 25% over last year. The revenue rise was boosted mainly by increases in theatrical box office — Lionsgate released The Expendables, The Last Exorcism and Alpha & Omega this past quarter – as well as international and television production. The loss was due to a rise in marketing costs but also could be partially blamed on fighting its biggest shareholder, Carl Icahn, as charges associated with a July 20 debt-to-equity conversion as well as hefty legal bills contributed to the drop. Lionsgate and Icahn, who have been waging a campaign to take control of the company, are prepping to go face-to-face at the annual shareholders meeting set for December 14.

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Lionsgate Sues Carl Icahn, Says He Was Playing A “Double Game”

Lionsgate has sued its biggest shareholder Carl Icahn, claiming he publicly opposed a merger between the company and MGM then gummed up the process until he could profit substantially from a potential marriage. Lionsgate claims Icahn publicly said he would oppose the merger, only to turn around and secretly buy up a large stake in MGM’s debt…and then push for the merger. ”It turns out that Icahn was misleading Lionsgate and its shareholders all along,” the lawsuit, filed in New York, says. And that “recent developments indicate he was playing a double game. Icahn opposed a merger not because it was bad for Lionsgate but because it was good – so good in fact that he wanted to postpone it until he could buy up as much of both companies as he could.” The suit also says that, “While urging Lionsgate shareholders to support his takeover campaign to ensure that Lionsgate did not pursue what he called a ‘delusional’ MGM transaction, Icahn was quietly amassing a huge position in MGM debt with the undisclosed intention of reaping profits from both sides in an eventual merger.” All of this comes one day before the voting deadline on a proposed prepackaged bankruptcy plan that would see Spyglass Entertainment’s Gary Barber and Roger Birnbaum take over the studio. Just this week, Icahn redoubled his efforts to buy up even more MGM debt in preparation for a Lionsgate merger, so the big unknown is how any … Read More »

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Lionsgate, Carl Icahn Set Sights On MGM

Below is Carl Icahn’s statement from this morning expressing his support for a proposed Lionsgate/MGM merger. Late Monday, Lionsgate sent a proposal to MGM expressing support of a ”business combination” after what it called “detailed” discussions with Icahn. All of this after rebuffing Icahn’s attempts for so long. This latest development comes just days after MGM  said it was planning a merger with Spyglass wherein Gary Barber and Roger Birnbaum would be the new bosses.

“We are holders of significant positions in both Lions Gate stock and MGM debt. Today, Lions Gate has made a proposal to combine these two companies. We believe that this combination of Lions Gate and MGM would enhance value for all constituencies and we believe this proposal as submitted is far better for MGM holders than the current proposal to combine MGM with Spyglass. In addition, we also believe such a combination transaction would enhance the value of Lions Gate shares. However, we intend to continue to pursue our lawsuits regarding Lions Gate’s recent dilutive transaction with Mark Rachesky. Whether or not we prevail in those lawsuits, we intend to continue to support a combination of Lions Gate and MGM. Our support for this combination is conditioned on the combined company having satisfactory corporate governance provisions.”

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Icahn Offers $7.50 Per Lionsgate Share; Annual Meeting Delayed Until After Oct. 12

Every Icahn move has deep reverberations inside the film/television studio whose management is increasingly paranoid about how their actions will be viewed by him. What a destabilizing situation. Now Carl Icahn’s hostile takeover attempt intensifies with his $7.50 a share unsolicited tender offer this morning. It expires October 22nd. Icahn said his new offer will only be valid if the extra shares that the company recently issued to Lionsgate director Mark Rachesky (who used to be Icahn’s investment adviser) are rescinded or converted into nonvoting stock. The film/TV mini-major, in a defensive move against Icahn, did a debt-for-equity swap in July to dilute his stake in the company. It issued 16.2 million new common shares to Rachesky, boosting his stake to 28.9%, while diluting Icahn’s stake to 33.5% from 37.9%.

Icahn has asked the Supreme Court of British Columbia to reverse the swap. Lionsgate told me just now that its annual shareholders meeting, usually scheduled for sometime in September, has been postponed until after October 12th. “The British Columbia Supreme Court, which is hearing Icahn’s litigation, asked us to delay the record date for the Annual Shareholders Meeting until after their October 12 hearing,” a source told me.

Here is Lionsgate’s response to Icahn’s new tender offer:

SANTA MONICA, Calif. and VANCOUVER, August 31, 2010 — Lionsgate today announced that it has received a revised unsolicited tender offer from Carl Icahn and certain of his affiliated entities (the “Icahn Group”) to acquire up to all of Lionsgate’s

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