Lions Gate Seeks Shareholder Rights Plan Approval

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Shareholders are being invited to get involved in the tussle between Lions Gate Entertainment Corp. and billionaire activist investor Carl Icahn, who already controls about 19 percent of the company’s stock.

Lions Gate notified shareholders Friday they can have a say in Icahn’s attempt to gain control of the boutique movie studio if they vote at a special meeting May 4 in Toronto on a shareholder rights plan, a strategic move used by public companies to avoid unwelcome takeovers.

The company, which operates out of Santa Monica, Calif., but is based in Vancouver, British Columbia, noted it is not proposing a U.S.-style plan giving the board discretion over whether to permit a bid. Instead, the plan would allow a bid accepted by a majority of independent shareholders to proceed even if the board and management oppose it.

Icahn and other investors offered March 1 to buy up to 13.2 million shares of Lions Gate at $6 apiece. The company’s board rejected the offer 10 days later. Icahn renewed the offer March 19, and the board nixed it again.

In its letter to shareholders asking for votes in favor of the plan, the board said the offer “is financially inadequate and coercive and is not in the best interests of Lions Gate, its shareholders and other stakeholders.”

In bold, capital letters, the letter warns shareholders Icahn’s group is “seeking total control of your company without paying you a control premium.” Friday’s proxy statement shows Icahn already owns about 19 percent of Lions Gate’s stock, making him the second-largest shareholder behind Mark H. Rachesky of MHR Capital Partners. Icahn’s offer, if it succeeded, would raise his stake to about 30 percent.

The board’s letter also criticizes comments Icahn has made to the press about Lions Gate, including one that appears to imply he wants the company to act only as a distributor and not to produce movies or television shows.

• Read the full story at Associated Press.

• Read an earlier story at TheWrap.com.

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