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 for doing is — you guessed it! — it’s PR value in this battle.