UPDATE 11 AM: The Walt Disney Co. just issued the following statement relating to the complaint filed by the U.S. Attorney on May 26 in New York:
The Walt Disney Company has been fully cooperating with this investigation. The reference in the complaint to conversations regarding the ABC Network were and are false.
PREVIOUS 10:15 AM: In what is turning out to be a pretty bizarre story, an insider trading arrest may hold clues to Disney’s plans for selling ABC. A potential sale had been rumored for awhile and as recently as March Disney CEO Bob Iger said that “there are no guarantees in terms of what will remain part of our company and what will not” when asked whether Disney will sell the broadcast network. But now a criminal complaint and a SEC civil suit stemming from the Wednesday arrest of a Disney employee by the FBI in Los Angeles alleges such plans may be more advanced than previously thought.
According to a CNBC report, the legal complaints state that Bonnie Hoxie, secretary to the head of Disney’s corporate communications, and her boyfriend Yonni Sebbag, allegedly offered hedge funds information about Disney’s quarterly earnings report, due out in May. The most intriguing part of the couple’s claims: that Iger was in “serious and advanced negotiations” with two private equity firms to sell ABC. According to CNBC, the two were arrested after attempting to sell the information to undercover FBI agents, for which they allegedly accepted a $15,000 payment. As for ABC itself, … Read More »
UPDATE WRITE-THRU: Why did Disney’s sale of Miramax Films to Ron Burkle and Bob and Harvey Weinstein implode at the last moment? It’s become a real Rashomon. One version is that as lawyers put the finishing touches on a deal worth around $625 million, Burkle came back after doing his own due diligence and lowered the bid to $575 million. That runs counter to private assertions by Disney insiders last weekend that the real reason the deal didn’t come together was that The Weinstein Co. board wouldn’t give its approval. This situation had been developing for weeks and that’s why a five-day negotiating window stretched to more than a month, as the Weinsteins tried to convince its board. In the end, unsuccessfully. At a certain point, Disney’s negotiating team reported back that the studio should move on and that’s when talks broke off. The Weinsteins denied this. Yet another source said that Disney got hold of a document that laid out Weinstein’s game plan for an undervalued and Underutilized Miramax library, and thatcomplicated matters.
We may never know the full truth, but Disney formally broke off talks and reopened them with Tom and Alec Gores, the billionaires who reportedly bid $550 million. Burkle claimed last week that the deal wasn’t dead, and if he indeed dropped to $575 million, there might yet be a deal there still unless the Gores siblings raise their bid. The other alternative is the higher bid … Read More »
UPDATE 5:45 PM: Ron Burkle and Harvey Weinstein just issued this joint statement in response to Disney insiders telling the media (including Deadline) that the Miramax deal with them is “dead”:
“The Weinstein Brothers, The Weinstein Company and Ron Burkle are all working towards a deal to purchase and operate Miramax. The parties continue to work diligently towards an agreement.”
3:15 PM: A report in the Los Angeles Times just pronounced the deal dead for Ron Burkle to buy Miramax from Disney and have Harvey and Bob Weinstein run it. The paper cites multiple sources who said the deal fell apart in the final stages over money. However, it is premature to throw dirt on the coffin. A Weinstein insider just told me the deal is not dead. And I have other sources who described talks are tense right now, but not over. They say this has been a study in leverage, with Disney wanting to squeeze every last dollar out of Burkle for the library. The studio believed it had the upper hand because Harvey badly wanted to announce its completion during the Cannes Film Festival, specifically during Weinstein’s beachfront bash last Saturday. The sources tell me that Disney has now seized on the strategy of holding the Miramax name hostage, which was a sentimental draw for the Weinstein bros in the first place.
Carl Icahn has extended his offer to Lionsgate shareholders to 8 PM on June 1, but his campaign seems to be losing steam. He had 7 million shares, or 6.3% of the company tendered two weeks ago, but now is down to 4.6 million shares, or 4%, according to sources. So 2.5 million shares withdrew their tenders for Icahn’s offer of $7 per share. The extension is the third for Icahn, who recently has been discussing a truce with Lionsgate management.
Icahn didn’t seem in conciliatory mode today. “We find reprehensible Lionsgate’s recent announcements regarding the board’s approval of the establishment of a trust that would hold approximately $16 million in cash to fund severance obligations that would purportedly be due to members of senior management should their employment be terminated without ’cause’ in connection with a ‘change in control,’” Icahn said in a statement. “We believe this latest action, together with the board’s failed and misguided attempts to implement a poison pill and its reckless retention…of no less than six professional advisory firms (two financial advisors, three law firms and a public relations firm) to defend against our offer, shows just how far removed this board has become from its mission of holding management accountable and safeguarding the interests of shareholders.”
Lionsgate had no comment on this latest verbal salvo.
BREAKING NEWS! The studio just filed a 14D-9 a few minutes ago announcing that “settlement discussions” with Carl Icahn have begun. A sources tells me that the corporate raider/shareholder activist came to Lionsgate “and wanted to talk. LG has a fiduciary responsibility to listen. He is their second largest shareholder and they will listen. No guarantees that this will lead to an actual settlement.”
Icahn’s $7 a share offer is still out there until May 21st. Should it fail, and it probably will, Icahn has said he’ll “probably” wage a proxy fight for Lionsgate. That will be expensive for him, and destabilizing for the studio. On the other hand, Lionsgate toppers Jon Feltheimer and Michael Burns find their hands tied against Icahn’s hostile takeover attempt. Both a British Columbia regulatory commission as well as a British Columbia Appeals Court have ruled that the studio can’t use a poison pill defense. Nevertheless, Lionsgate called a special meeting of stockholders and went forward with ratification of its so-called “Shareholder Rights Plan” — no matter how meaningless.
Here’s the latest news on this fast-moving story. A deal was in place if NBC picked up the Law & Order flagship for a 21st season consisting of 16 episodes. But insiders say Dick Wolf is now accusing the network of going back (some use the word “reneging”) on that arrangement made in March: “He’s so fucking angry, you have no idea.”
As recently as the start of this week, even NBCU chief Jeff Zucker was privately telling people that L&O would get one more season. That’s certainly what Wolf and his longtime reps (UTA and Ziffren Brittenham legal eagle Cliff Gilbert) were led to believe from NBC suits Marc Graboff and Jeff Gaspin. That is, until last night.
Wolf simply wanted NBC to live up to the deal that both sides had agreed to back in March. According to that arrangement already in place, NBC/Universal Media Studios was supposed to go to TNT and negotiate a new deal (the old one was up) whereby the cable channel would finance some original episodes of Law & Order in order to continue getting runs of the show. ”And, for whatever reason, NBC was unwilling to engage in a serious way with TNT. They didn’t do it. At the last minute, they said, ‘We’ll pick the show up and this is how we’re going to do it’. Which was ludicrous.” That’s when NBC threw its agreement with Wolf out the window and demanded Wolf kick … Read More »
This is little more than a PR maneuver by Lionsgate. Since both a British Columbia regulatory commission as well as a British Columbia Appeals Court have ruled that the studio can’t use a poison pill defense against Carl Icahn’s attempted takeover. So this vote is meaningless. And Jon Feltheimer et al’s hands continue to be tied. Nevertheless, Lionsgate went forward with this ratification of its so-called “Shareholder Rights Plan” at the company’s special meeting of stockholders today. Of votes cast, 58,871,449 shares or 55.7% voted for the Shareholder Rights Plan, while 46,750,037 shares or 44.3% of shareholders voted against. Excluding the votes submitted by Carl Icahn and his affiliated entities, the results were more lopsided: 70.4% vs 29.6%. (In all, shareholders representing 107,249,464 or 90.9% cast votes on the proposal.)
The studio said in a statement, “Today’s outcome demonstrates that Lionsgate shareholders are serious about protecting the value of their investment in the Company from financially inadequate, opportunistic and coercive offers such as the one made by the Icahn Group. We urge shareholders to continue to reject the Icahn Group’s offer by NOT tendering their shares, and for those who have, to withdraw them.”
But Icahn’s $7 a share offer is still out there until May 21st. Should it fail, and it probably will, the corporate raider/shareholder activist has said he’ll “probably” wage a proxy fight for Lionsgate. That will be expensive for him, and destabilizing for the studio. Caution: even more nastiness lies … Read More »
Within the next hour, Jeff Zucker will be sitting down with Los Angeles-based showbiz journalists for one of his annual off-the-record sessions. But the NBCU chief plans on demonstrating he’s a new and supposedly improved Zucker. A nicer Zucker. And not the thin-skinned humorless bully of a boss which the journalism and showbiz communities have come to know and dislike and ridicule. Indeed, Jeff has been making a point of showing off his new persona to Hollywood within the past month. “He’s being so nice to everyone, so friendly, a more lovable guy,” one top TV agent describing Zucker at Ron Meyer’s Easter party tells me. “It’s because he knows he’s out.”
Yes, that’s the concensus — people think Zucker’s charm offensive is really a defensive maneuver. Privately, Zucker insists that he’ll hang onto his job after Comcast takes over NBCU. (He’s even making bets that he’ll still be NBCU’s media mogul two months after.) One major Industry player explained the transformation to me this way: “Jeff is one of those bullies who loves to beat up anyone he can. But in the past weeks, he’s a sissy. He’s changed out of fear. He’s saying yes to everything, and no to nothing. It feels strange the way he needs to become so helpful. Everything was always such a fucking fight. He’s like an old dog that cowers away from you. He’s a different person.” And it’s all very deliberate. When NBC’s scripted programmer … Read More »
UPDATE: The rumors keep flying about where Bob Berney will land. Deadline has already posted Team Harvey’s denial that the ex-Apparitions chief is headed to the Weinsteins. At least not yet. (Berney Exit Blindsides Apparition) Now the latest chatter is that Berney will rejoin Newmarket to reassemble the glory team behind The Passion Of The Christ and Monster. On the surface, this would make sense because the distribution company has been quietly buying up films. But I just spoke to Newmarket’s Chris Ball who said, “I have great admiration for Bob. But this rumor is unfounded.”
Though Bill Pohlad canceled this week’s film festival travel plans of the Apparition team, I hear Bob Berney is Cannes-bound anyway. And, so far at least, he’s not commenting on the reason for his abrupt exit from the company. So speculation is rampant on why this partnership hit the rocks. After talking with seasoned indie watchers, I’ll venture it has a lot to do with the fact that the distribution company never got the capital necessary to realize the aspirations of Pohlad and Berney. The original intention was to line up 3 principal investors to put up $25 million each and run their specialty films through Apparition. Berney would make other acquisitions and build a slate. After all, Bob embodied the spirit of specialty filmmakers who were excited to see a new distributor on the horizon run by a seasoned … Read More »
UPDATE: Insiders are denying the rumor that Bob Berney is going to work with Harvey and Bob Weinstein. I’m told there haven’t been any talks — yet. Meanwhile, I’ve learned that Berney has the ability to take key staffers with him wherever he’s going.
EXCLUSIVE 5:30 PM: In a pre-Cannes bombshell, Bob Berney resigned from the top post of indie distribution company Apparition. I hear its owner, River Road’s Bill Pohlad, was blindsided by the move, especially since Berney and his staff were about to travel to the Cannes Film Festival and look for pictures to acquire. Pohlad has abruptly canceled that departure, especially since there wasn’t really anybody else empowered to negotiate Cannes deals. So now Apparition won’t be a presence at the international fest when it starts on Wednesday. One thing for sure: Berney could not have exited at a worse time for Apparition, and maybe that was the point.
Though Pohlad has been through a number of executives since he started his film company, there hadn’t been talk of discord between Berney and himself. Berney spent the better part of a year raising money after his Picturehouse was shuttered by Warner Bros. Though he hoped to establish a new company with several filmmakers, Berney wound up aligning with Pohlad as the sole financier when the venture was announced last August. Pohlad and Berney originally said their goal was to acquire and release … Read More »
EXCLUSIVE: We hear the deal to put the Miramax name and library under new ownership is done. But the reason there is no announcement is that Harvey Weinstein wants to make a publicity splash at the Cannes Film Festival which kicks off Wednesday. [UPDATE: Harvey's camp just told us: "We'd love to announce at Cannes. We're very close but if you go to Loeb & Loeb on the 25th floor, there are 3 boardrooms of people still negotiating." Deadline stands by its story.]
We’ve learned that the Weinstein Brothers/Ron Burkle/Fortress-Colbeck partnership has finally settled for a price of around $650 million — which, on the surface, seems like more than Burkle wanted to pay, and less than Disney expected to receive. [UPDATE: The Weinsteins will claim the price is "under $625M", but Disney will privately say it's "above $650M" and more like $700M.]
You may remember that Deadline (which broke the story that Disney was selling the Miramax library in the first place) predicted that the parent company would haggle a higher price than the $625 million Burkle was offering at the start of his exclusive negotiating window with the studio starting April 17th. That window was supposed to remain open for only 5 days, but extended because of a strategic end game.
In order to get the price down for Burkle and up for Disney, both sides engaged in some last minute bargaining over the timetable for expected receivables and the list of included assets. Team Harvey tried to convince Disney … Read More »
Today, Lionsgate issued a statement that its shareholders had “rejected” the $7 a share tender offer by Carl Icahn to acquire up to all of Lionsgate’s common shares in his bid for a hostile takeover of the studio. But that’s not new. We knew that he had not received the 51% he wanted of the outstanding shares as of last Friday — less than 6.5% were tendered by then — which is why Icahn extended his offer to 8 PM ET on May 21st. Welcome to the way this PR battle for the hearts and minds and wallets of shareholders is going to be waged in the next few days and possible months.
Icahn has already said publicly that, if his tender offer fails, he’ll “probably” begin a proxy fight. But, yikes, those proxy battles are expensive, which is why they’re so rare, and very dependent on which side can get its PR message out to stockholders most effectively.
Meanwhile, Lionsgate management is plotting its next move after the British Columbia regulatory commission and appeals court shut down the studio’s attempt to use a poison pill defense against Icahn. So Lionsgate is going ahead with its Special Meeting of Shareholders, scheduled for the purpose of ratifying the company’s so-called “Shareholder Rights Plan”, at 10:00 AM ET on Wednesday at the Four Seasons Hotel in Toronto. That plan is nothing more than a poison pill defense. So Lionsgate is looking for a “yes” vote from stockholders on a poison pill defense they can’t use against Icahn. The only reason … Read More »
Meet Wang Zhongjun, China’s 50-year old film and television mogul, 1/2 of Huayi Brothers Media which he founded with his youngest brother Wang Zhonglei in 1994. (Ergo, CNN’s Harvey Weinstein comparison.) Originally doing advertising commissions, the company morphed into a film production company in 1998 and has grown to become perhaps China’s most influential film producer with over 50 films released, most of them huge box office hits in China. The company also produces numerous TV shows and represents most of China’s top acting talent. Now Wang’s Huayi Brothers Media are planning on building almost 200 cinemas this year in China. And he wants to update China’s Kung Fu films with war films, spy films, disaster films, and comedies. He’s been partnering with Sony and Disney.
UPDATE: Drama, drama, drama! (And fast drama.) First, the British Columbia Court of Appeals today granted Lionsgate’s request to reexamine the British Columbia Securities Commission’s decision to stop the studio from using a poison pill defense against Carl Icahn’s attempted hostile takeover. And then, with lightning speed, the appeals court immediately decided on the appeal — and said no. So now Lionsgate can’t use a poison pill defense against Icahn. Meanwhile, the corporate raider/shareholder activist has extended his $7-a-share tender offer after stockholders turned up their nose at it. But, as the stock market collapsed by the end of the week, erasing almost a year’s worth of gains, Icahn’s offer might look better.
Here’s the Lionsgate statement:
Lionsgate disagrees with the BCCA’s decision to decline to interfere with the BCSC’s cease trade order of Lionsgate’s Shareholder Rights Plan. Lionsgate believes that its shareholders’ right to vote and to determine for themselves whether the Shareholder Rights Plan is in their interests is paramount. Any decision on the Shareholder Rights Plan should have been withheld until the BCSC had an opportunity to review the results of Lionsgate shareholders’ vote on the Shareholder Rights Plan that will take place at the May 12, 2010 Special Meeting of Shareholders.
The Board continues to recommend that shareholders vote FOR the approval of the Shareholder Rights Plan at the Special Meeting of Shareholders that remains scheduled for May 12, 2010 at 10:00 a.m. ET, in order to protect their investment
Bloomberg.com is reporting that MGM creditors are canvassing Hollywood execs to run a studio the creditors would keep rather than sell off at fire sale price. The report lists Peter Chernin, Jonathan Dolgen, Spyglass partners Roger Birnbaum and Gary Barber as execs who’ve met recently. Joe Roth, Rick Sands and Chris McGurk also met but weren’t interested, per the story by Ronald Grover and Michael White.
My question is: if the creditors are determined to make a go and revive the Lion, why not let MGM Motion Picture Group chairman Mary Parent get back in there and do her job? It is interesting that the report follows one by Deadline, about how Sony execs were so blown away by a screening of the Kevin James comedy Zookeeper that the film was moved from this fall to a prime time summer 2011 slot? Parent bought that comedy as a spec and made the film with Sony as co-production partner, with Sony taking over distribution because of uncertainty surrounding MGM’s ownership. Okay, Fame didn’t work (she inherited it) and Hot Tub Time Machine (the first film she made) wasn’t a huge hit (though it was silly fun and wasn’t expected to be a blockbuster). But aside from Zookeeper, Parent and her team put together a killer package for the Robert Ludlum novel The Matarese Circle with David Cronenberg directing and Denzel Washington and Tom Cruise going mano a mano, and she somehow assembled a Three Stooges package with Jim Carrey, Sean Penn … Read More »
UPDATE: First, Steven Spielberg spent an hour at lunch today with Jeffrey Katzenberg at the Universal commissary. Then Spielberg walked over and sat down at the table where Jeff Zucker and Adam Fogelson were talking after having meals with others. Look, if I have to explain the backstories among these players, then you’re too ignorant to read this website. Otherwise, tell me what you think they were talking about…
A) NBCU evicting Spielberg from the Uni lot?
B) Developing Jurassic Park as a half-hour sitcom?
C) Developing Jaws as a 10 PM drama?
D) Zucker asking Spielberg to take over The Tonight Show?
E) Zucker asking Spielberg for a campaign contribution?
Today was supposed to be the deadline for Carl Icahn’s $7 per share tender offer made to Lionsgate stockholders. But stockholders were cold to the proposal: only 6.55 million shares have been tendered so far. I don’t think the 10-day extension is going to give Icahn his hostile takeover unless he ups the ante significantly. Otherwise, he’ll have to start proxy fight if he wants to continue, and that could really gets pricey. Stay tuned.
Here we go again! (See video below) Just now, on CNBC, Carl Icahn responded to Lionsgate Vice Chairman Michael Burns on-air boasts that studio management “crushed the numbers” and its current model is working. “The information Lionsgate is giving us is a sham,” Icahn declared. But the most interesting insight from the corporate raider/shareholder activist was his prediction about what will happen if he can’t get 51% of shareholders to accept his $7 per share tender offer by tomorrow’s expiration date:
“We’ll see if we get 51%. As far as I’m concerned, if we don’t get it, we don’t get it. That’s life. And we would probably have a proxy fight. But as far as I’m concerned, there are many avenues to achieve where you want to go. We’ve taken over many companies in different ways. And it wasn’t always that we had to do a tender offer. And if we don’t get the requisite amount on Friday, we’ll decide if we’ll extend… Let me repeat, if we don’t get the 51%, we might extend — we would consider doing that — or we might just consider other avenues.”