BREAKING: In a move that ends a protracted hostile takeover attempt, Carl Icahn and Lionsgate have announced that Icahn and his son Brett will sell up to 44,161,971 shares of Lionsgate common stock, which is virtually the entire stake held by the family. Both Lionsgate and Icahn in turn have dropped the various litigation between them. Those shares will be sold for $7, which is below the $7.52 that the stock was worth at the market close today.
Through a series of tender offers that ranged from $6 per share to $7.50, Icahn accumulated a total of 33.2% control of Lionsgate, blasting the company’s management every step of the way as he tried to oust the company’s board. Those shares will fall into the hands of Lionsgate’s largest shareholders in a series of transactions that will take place over the next 35 business days. Right away, Lionsgate has bought 11,040,493 shares for $7 each. Another 11 million shares will be bought by one or more affiliates of MHR Fund Management LLC, which is controlled by Mark H. Rachesky, a Lionsgate director whose moves during the takeover battle helped management keep Icahn from accumulating enough shares to win a proxy battle.
This was good news for Lionsgate and comes just a few days after the independent film/TV company seemed vulnerable going into a Sept. 13 board meeting because its latest release, Conan the Barbarian, had done so poorly at the box office. Icahn bought 702,877 shares on Aug. 12, making this a surprise surrender for the wannabe movie mogul.
“We believe that this accretive and antidilutive transaction is in the best interests of all Lionsgate shareholders, and it allows the company to continue to focus on the execution of its longterm business plan,” said Lionsgate co-chairman and CEO Jon Feltheimer.
Icahn, who at one time seemed determined to wrest control of Lionsgate and merge it with MGM, said, “As some have noted, my own “slate” is pretty full at the time, and I therefore determined that it is a good time to exit.”