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Lionsgate Reveals Board Vote vs Carl Icahn

By MIKE FLEMING JR | Thursday December 16, 2010 @ 3:21pm PSTTags: Carl Icahn, Carl Icahn Lionsgate Board, Carl Icahn Proxy Fight, Lionsgate, Lionsgate Board of Directors, Lionsgate Shareholders Meeting, Lionsgate Stockholders, Lionsgate Tender Offer
Mike Fleming

SANTA MONICA, Calif. and VANCOUVER, B.C. — December 16, 2010 — Lionsgate announced today that IVS Associates, Inc., the independent Inspector of Elections, has released its preliminary report for Lionsgate’s 2010 Annual General Meeting of Shareholders held on December 14, 2010.

Based on the preliminary tabulation by IVS Associates, Lionsgate shareholders have elected to the Lionsgate Board of Directors all twelve of the Company’s director nominees by a clear and convincing margin: Norman Bacal, Michael Burns, Arthur Evrensel, Jon Feltheimer, Frank Giustra, Morley Koffman, Harald Ludwig, G. Scott Paterson, Mark H. Rachesky, Daryl Simm, Hardwick Simmons and
Phyllis Yaffe.

Lionsgate issued the following statement:

“These results are a clear indication that Lionsgate shareholders understand our vision for Lionsgate and the tremendous potential for continued value creation under this Board and management team.

With the right leadership in place, Lionsgate is focused on continuing to build on the momentum over the last year, in which we achieved record results across our business.  We thank our shareholders for their strong support throughout this process and we look forward to continuing to execute on our strategy for the benefit of all shareholders.”

With 93.92% of the total eligible shares voted, the results as a percentage of shares voted on directors are as follows:

Prior to the closing of the polls at the Annual General Meeting, all proxy cards received by the Company and the Icahn Group were turned over to the independent inspector of elections, IVS Associates, Inc., for final tabulation and certification. Final results will be announced once they have been certified, which is expected to occur in the coming days.

In addition, at the Annual General Meeting, shareholders voted to reappoint Ernst & Young LLP as auditors of the Company at remuneration to be fixed by the audit committee.

Morgan Stanley & Co. Incorporated 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.

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Lionsgate Keeps Icahn Out Of Board Room; UPDATE: Carl Vows Fight To “Save Studio”

By MIKE FLEMING JR | Tuesday December 14, 2010 @ 12:37pm PSTTags: Carl Icahn, Lionsgate, Lionsgate Carl Icahn, Lionsgate Finance, Lionsgate Shareholders, Lionsgate Shareholders Meeting, Lionsgate Tender Offer, Mark Rachesky
Mike Fleming

UPDATE 1:30 PM: Carl Icahn released the following reaction to Lionsgate shareholders today re-electing current Lionsgate management’s board of directors and not his own proposed 5 directors. from the sound of it, Icahn has zero intention of giving up:

We are disappointed

… Read More »

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After Legal Setbacks, Carl Icahn Lets Lionsgate Tender Offer Expire

By MIKE FLEMING JR | Monday December 13, 2010 @ 7:58am PSTTags: Carl Icahn, Carl Icahn Lionsgate, Lionsgate, Lionsgate Shares, Lionsgate Tender Offer, Mark Rachesky
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

… Read More »

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Carl Icahn Extends Lionsgate Share Offer

By MIKE FLEMING JR | Friday November 12, 2010 @ 12:59pm PSTTags: Carl Icahn, Carl Icahn Lionsgate, Carl Icahn Lionsgate Share Offer, Carl Icahn MGM, Carl Icahn MGM Debt, Carl Icahn Shares, Lionsgate, Lionsgate Finance, Lionsgate MGM, Lionsgate Stock, Lionsgate Tender Offer, Movies
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%, … Read More »

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Lionsgate Nixes Icahn’s $6.50 Share Offer

By NIKKI FINKE, Editor in Chief | Monday August 2, 2010 @ 3:16pm PDTTags: Carl Icahn Proxy Fight, Carl Icahn Shares, Lionsgate, Lionsgate Board of Directors, Lionsgate Carl Icahn, Lionsgate Tender Offer

No surprise. Lionsgate announced today its Board of Directors who were present voted unanimously reject Carl Icahn’s $6.50 a share tender offer for all outstanding common stock in the film/TV studio.

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Lionsgate Suddenly Dilutes Icahn Holdings

By NIKKI FINKE, Editor in Chief | Tuesday July 20, 2010 @ 1:44pm PDTTags: Carl Icahn, Carl Icahn Proxy Fight, Carl Icahn Tender Offer, Lionsgate, Lionsgate Carl Icahn, Lionsgate Deleveraging Transaction, Lionsgate Finance, Lionsgate Hostile Takeover, Lionsgate Stock, Lionsgate Stockholders, Lionsgate Tender Offer, Wall Street

Ceasefire Ends; Lionsgate Ponders Icahn’s $6.50 A Share Bid

So now Carl Icahn owns only 33.5% of the film and TV studio, and not the 37.9% he had as of yesterday. Nasty, nasty, nasty. Though it is interesting … Read More »

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IT’S WAR AGAIN: As 10-Day Ceasefire Ends, Lionsgate Ponders Icahn’s $6.50 Share Bid

By MIKE FLEMING JR | Tuesday July 20, 2010 @ 7:22am PDTTags: Carl Icahn, Carl Icahn Shares, Carl Icahn Tender Offer, Lionsgate, Lionsgate Board of Directors, Lionsgate Carl Icahn, Lionsgate Finance, Lionsgate Management, Lionsgate Tender Offer, Poison Pill Defense
Mike Fleming

UPDATED: What came out of the 10-day cease fire between Carl Icahn and Lionsgate management? An offer by Icahn to buy the company for $6.50 a share. Considering that Icahn acquired over 30% of the company by offering $7 per share — Lionsgate management called that sum inadequate … Read More »

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Lionsgate & Icahn Agree To 10-Day Ceasefire

By NIKKI FINKE AND MIKE FLEMING JR | Friday July 9, 2010 @ 4:00pm PDTTags: Carl Icahn, Carl Icahn Proxy Fight, Lionsgate, Lionsgate Carl Icahn, Lionsgate Finance, Lionsgate Hostile Takeover, Lionsgate Management, Lionsgate Tender Offer

lionsgate2_logoBREAKING NEWS! … UPDATE: Today, Lionsgate Entertainment filed Form 8-K paperwork with the SEC that it has entered into a “Material Definitive Agreement” with Carl Icahn agreeing ”to work together on certain acquisition opportunities beginning on July … Read More »

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Can Lionsgate Cap Icahn Shares At 38%?

By NIKKI FINKE, Editor in Chief | Thursday July 1, 2010 @ 8:56pm PDTTags: Carl Icahn, Carl Icahn Shares, Jon Feltheimer, Lionsgate, Lionsgate Finance, Lionsgate Hostile Takeover, Lionsgate Management, Lionsgate Stockholders, Lionsgate Tender Offer, Michael Burns, Poison Pill Defense

feltheimer-200Welcome to the real-life game of Survivor: Wall Street. Lionsgate management tonight is trying to outwit, outplay, and outlast Carl Icahn before he effects a hostile takeover of the movie/TV studio for his son Brett. Lionsgate tonight announced it’s putting into place a “Shareholder Rights Plan” — i.e. a poison pill defense — to cap Icahn at 38% of its stock (he is currently at 37.9%) so he can’t do a “creeping bid” through open market purchases like he did today or private market transactions. ”If he wants control of the Company, he should make a bid that is fair to all shareholders along the lines of a permitted bid described in the press release below,” a studio insider tells me.

icahn200Today, Icahn’s stake rose to 37.9%, or 44.8M shares, of Lionsgate. With 12+% more stock, he can become its majority stockholder. And then Lionsgate’s 12-member board, and the studio’s management team of Jon Feltheimer and Michael Burns, all have a target on their backs. Icahn’s $7 a share tender offer expired at midnight Wednesday, and left him with a 33.9% stake in Lionsgate. (Icahn Now Owns 33.9% Of Lionsgate) Today, he acquired an additional 4% more of the company by buying on the open market. Lionsgate’s immediate reaction was effectively to enact a poison pill defense. But it enacted a poison pill months ago — to prevent Icahn from accumulating over 20% of Lionsgate stock through his tender offer — and Canadian regulators nixed that measure. Can that happen again?

Here is tonight’s Lionsgate statement:

lionsgate-logoSANTA MONICA, Calif., and VANCOUVER, British Columbia, July 1, 2010 — Lionsgate (the “Company”) today announced that its Board of Directors has adopted a Shareholder Rights Plan that is designed to encourage the fair and equal treatment of Lionsgate’s shareholders in connection with any initiative to acquire effective control of the Company.

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Carl Icahn Now Owns 33.9% Of Lionsgate

By NIKKI FINKE, Editor in Chief | Thursday July 1, 2010 @ 11:53am PDTTags: Carl Icahn, Carl Icahn Proxy Fight, Lionsgate, Lionsgate Finance, Lionsgate MGM Merger, Lionsgate Stockholders, Lionsgate Tender Offer, Michael Burns, Michael Burns Carl Icahn

icahn lgThe studio sees the glass as half full, putting out a statement that “66% of Lionsgate stockholders support management and rejected Carl Icahn’s $7-a-share tender offer. But after that offer expired last night, Carl Icahn now owns 33.9% of … Read More »

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Lionsgate Reworks Terms With JP Morgan To Keep Cash Flowing (As Long As Studio, And Not Icahn, Controls 50% Of Shares)

By MIKE FLEMING JR | Tuesday June 22, 2010 @ 6:42am PDTTags: Carl Icahn, Lionsgate, Lionsgate Finance, Lionsgate Tender Offer, Moguls
Mike Fleming

lionsgate-logoCarl Icahn surprised almost everybody when he completed his $7 per share tender offer deadline with control of 32% of Lionsgate, shares.  Hollywood immediately feared the indie studio would be unable to continue business as usual, because Lionsgate’s $340 million credit facility … Read More »

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