UPDATE: Drama, drama, drama! (And fast drama.) First, the British Columbia Court of Appeals today granted Lionsgate’s request to reexamine the British Columbia Securities Commission’s decision to stop the studio from using a poison pill defense against Carl Icahn’s attempted hostile takeover. And then, with lightning speed, the appeals court immediately decided on the appeal — and said no. So now Lionsgate can’t use a poison pill defense against Icahn. Meanwhile, the corporate raider/shareholder activist has extended his $7-a-share tender offer after stockholders turned up their nose at it. But, as the stock market collapsed by the end of the week, erasing almost a year’s worth of gains, Icahn’s offer might look better.
Here’s the Lionsgate statement:
Lionsgate disagrees with the BCCA’s decision to decline to interfere with the BCSC’s cease trade order of Lionsgate’s Shareholder Rights Plan. Lionsgate believes that its shareholders’ right to vote and to determine for themselves whether the Shareholder Rights Plan is in their interests is paramount. Any decision on the Shareholder Rights Plan should have been withheld until the BCSC had an opportunity to review the results of Lionsgate shareholders’ vote on the Shareholder Rights Plan that will take place at the May 12, 2010 Special Meeting of Shareholders.
The Board continues to recommend that shareholders vote FOR the approval of the Shareholder Rights Plan at the Special Meeting of Shareholders that remains scheduled for May 12, 2010 at 10:00 a.m. ET, in order to protect their investment moving forward. The company continues to evaluate all of its alternatives with regard to the BCSC’s decision.
The Board emphasizes that if the Icahn Group acquires as little as 1.26% of Lionsgate shares, it can cause an event of default under Lionsgate’s credit facilities, which would be materially adverse to Lionsgate’s business. The Board recommends that shareholders reject the Icahn Group’s offer by not tendering their shares or withdrawing any shares previously tendered into the Icahn Group’s offer.