Lions Gate to Shareholders: Reject Offer

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In its latest letter to shareholders, Lions Gate Entertainment Corp. urged shareholders to turn down activist investor Carl Icahn’s $6-a-share offer for the Santa Monica studio, saying it has a growth plan while Icahn lacks a “coherent vision” for the company.

The independent TV and film studio, which has corporate headquarters in Vancouver, British Columbia, late Monday laid out its growth plans, which includes expansion into domestic and international cable television. The company last week announced a partnership with Saban Capital Group to expand its Asia pay-TV operation named Tiger Gate.

Lions Gate said that it expects to generate free cash flow of between $100 million and $125 million annually from 2013 to 2015, excluding revenue from its Epix cable network venture and its TV Guide properties. The company also expects to report revenue of $1.5 billion for the 2010 fiscal year that ended March 31. Wall Street analysts on average are expecting revenue of $1.59 billion.

Icahn has been courting shareholders into giving him a larger share of the company by questioning Lions Gate management, arguing that the company’s low stock price was an indication that “something is wrong.” Management in its letter questioned Icahn’s knowledge of the media business, citing his recent tenure on the board of the struggling DVD rental company Blockbuster Inc.

Lions Gate told shareholders that it would be a “grave mistake” to allow Icahn to take control of the company.

“The Icahn Group has not articulated a plan for the company,” the letter said. “Mr. Icahn has not articulated any clear and coherent vision other than that Lions Gate should not be producing movies or TV programming and has implied that the company should limit itself to distribution only.”

The company also urged shareholders to approve the board’s new shareholder rights plan during a special meeting of shareholders set for May 4. The so-called “poison pill” would block Icahn’s attempt to increase his stake from 19 percent to nearly 30 percent.

Lions Gate said Icahn can make an offer for the company that would not trigger the shareholder rights plan, but that he refuses to do so.

Icahn has not yet responded to the letter.

Shares were down 6 cents, or less than 1 percent, to $6.16 in midday trading on the New York Stock Exchange.

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