UPDATES Carl Icahn Moves On Lionsgate
Well, this is no surprise…
SANTA MONICA, CA, and VANCOUVER, BC, March 12, 2010 —Lionsgate (NYSE: LGF) today announced that its Board of Directors, in consultation with its financial and legal advisors, has determined, by unanimous vote of the directors present, that the unsolicited partial tender offer from Carl Icahn and certain of his affiliated entities (the “Icahn Group”) to purchase up to 13,164,420 common shares of Lionsgate for $6.00 per share is financially inadequate and coercive and is not in the best interests of Lionsgate and its shareholders and other stakeholders. The Board strongly recommends that Lionsgate shareholders not tender their shares into the Icahn Group offer.
The basis for the Board’s recommendation with respect to the Icahn Group’s unsolicited partial tender offer, which followed a thorough review of the offer by a Special Committee of the Board, is set forth in Lionsgate’s Schedule 14D-9 filed today with the Securities and Exchange Commission (the “SEC”) and directors’ circular filed with Canadian securities regulators.
“The Lionsgate Board of Directors strongly believes that the unsolicited partial offer by the Icahn Group is inadequate from a financial point of view and doesn’t reflect the full value of Lionsgate shares,” said Lionsgate Co-Chairman and Chief Executive Officer Jon Feltheimer. “Lionsgate is a strong and diversified Company with a focused strategy that we expect to generate far greater value for shareholders. We have built the Company piece by piece over the past 10 years through a patient, consistent and disciplined approach to both internal growth and external acquisitions. The Board and the Company’s management is committed to continuing to take all appropriate and necessary actions to build value for Lionsgate’s shareholders. We are confident we can better serve our shareholders by continuing to execute our strategic business plan, and the acquisition of effective control by the Icahn Group would significantly jeopardize that plan.”
The reasons for Lionsgate Board’s recommendation to reject the Icahn Group’s offer are detailed in the Schedule 14D-9 filing and directors’ circular (which will be mailed to Lionsgate shareholders), and include:
— The Icahn Group’s offer is inadequate from a financial point of view and does not reflect the full value of the Lionsgate shares. The price offered by the Icahn Group does not reflect significant value for Lionsgate that senior management, under the direction of the Board, has built over the past 10 years. Nor does it reflect the significant additional value that the Board and senior management believe would result from the continued implementation of Lionsgate’s business plan, including continued growth of Lionsgate’s theatrical, library and television businesses. Additionally, the Icahn Group’s offer price of $6.00 per share is a 28.5% discount to the average price targets of Wall Street analysts for Lionsgate shares as of March 4, 2010.
— As the owner of 29.9% of Lionsgate’s outstanding shares, the Icahn Group would likely have the power to effectively veto certain significant transactions and other matters requiring approval by a special resolution of shareholders. The Icahn Group has indicated that it is making the offer “in the hope of having a greater opportunity to participate in decisions regarding major acquisitions and other matters that would affect Shareholders.” If the Icahn Group acquires the additional shares for which the offer is made, it would have the ability to effectively “veto” matters that need to be approved by a special resolution of shareholders, which consist of several fundamental decisions including certain acquisitions, business combinations and reorganizations.
— The purchase price offered by the Icahn Group represents an effort to acquire control of Lionsgate without paying a control premium. As noted above, if the offer is successfully completed, the Icahn Group would acquire the ability, without having paid an appropriate control premium, to effectively control a range of significant decisions that may be made by Lionsgate, without paying an appropriate control premium. In effect, the Icahn Group is seeking to acquire control of Lionsgate for a total offer price of less than $80 million.
— The acquisition by the Icahn Group of 29.9% of Lionsgate’s outstanding shares would constitute an event of default under Lionsgate’s credit facilities. Under the terms of Lionsgate’s credit facilities, the Icahn Group’s acquisition would constitute an event of default that would permit the lenders to accelerate the maturity of outstanding borrowings. Furthermore, if such event of default were not waived or cured, the holders of certain outstanding notes issued by Lionsgate’s wholly owned subsidiary would have the right to accelerate the repayment of such notes. As of March 8, 2010, $472.1 million in total principal amount of such notes were outstanding and Lionsgate had borrowings of approximately $44 million outstanding under the credit facilities.
— The Icahn Group lack industry experience. To the knowledge of Lionsgate, the Icahn Group has limited experience in operating a business in Lionsgate’s industry. Despite this, the Icahn Group is seeking “a greater opportunity to participate in decisions regarding major acquisitions and other matters that would affect Shareholders”, including through the formation of, and representation on, a new “investment in films and television programs” capital allocation committee of the Board.
— The Icahn Group’s “partial bid” is inherently coercive to other shareholders. The Icahn Group’s offer forces shareholders to decide whether to accept the offer, reject the offer, sell into the market or maintain their position, without knowing the extent to which other shareholders will accept the offer or the price at which the shares will trade after the offer, the role that the Icahn Group would play following the offer and the impact of that role on the value of the shares.
— The offer is highly conditional and creates substantial uncertainty for Lionsgate’s shareholders. There are numerous conditions to the offer, many of which provide the Icahn Group with broad discretion to determine whether to proceed with the offer.
To limit the potential adverse impact on Lionsgate, its shareholders and other stakeholders of an accumulation of a significant interest in the shares through a transaction like the Icahn Group’s partial bid or other means that would result in coercive or unfair attempts to take over Lionsgate without affording all shareholders the opportunity to sell all of their shares for fair value, the Board has also determined that it is in the best interests of Lionsgate, its shareholders and other stakeholders to adopt a shareholder rights plan and has authorized the issuance of one share purchase right for each outstanding common share as of March 22, 2010 (and each share issued thereafter), as provided in the rights plan. A copy of the rights plan will be available on the SEC’s website, http://www.sec.gov, and at http://www.sedar.com. The Board has authorized the convening of a special meeting of shareholders on May 4, 2010 to confirm the implementation of the rights plan.
The Schedule 14D-9 filing is available on the SEC’s website, http://www.sec.gov and the directors circular is available at http://www.sedar.com. In addition, the Schedule 14D-9 filing, the directors’ circular, this press release and other materials related to the Icahn Group’s unsolicited partial offer are available in the “Investor” section of Lionsgate’s website at http://www.lionsgate.com. Copies will also be available at no charge by writing to Lionsgate at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404.
Morgan Stanley is serving as financial advisor to Lionsgate and Heenan Blaikie LLP is serving as legal advisor. Perella Weinberg Partners LP is serving as financial advisor to the Special Committee of the Lionsgate Board of Directors and Wachtell, Lipton, Rosen & Katz is serving as U.S. legal advisor and Goodmans LLP is serving as Canadian legal advisor.
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