Lionsgate Shareholders OK Poison Pill (Which Studio Can't Use Against Icahn)

feltheimer-200This is little more than a PR maneuver by Lionsgate. Since both a British Columbia regulatory commission as well as a British Columbia Appeals Court have ruled that the studio can’t use a poison pill defense against Carl Icahn’s attempted takeover. So this vote is meaningless. And Jon Feltheimer et al’s hands continue to be tied. Nevertheless, Lionsgate went forward with this ratification of its so-called “Shareholder Rights Plan” at the company’s special meeting of stockholders today. Of votes cast, 58,871,449 shares or 55.7% voted for the Shareholder Rights Plan, while 46,750,037 shares or 44.3% of shareholders voted against. Excluding the votes submitted by Carl Icahn and his affiliated entities, the results were more lopsided: 70.4% vs 29.6%. (In all, shareholders representing 107,249,464 or 90.9% cast votes on the proposal.)

The studio said in a statement, “Today’s outcome demonstrates that Lionsgate shareholders are serious about protecting the value of their investment in the Company from financially inadequate, opportunistic and coercive offers such as the one made by the Icahn Group. We urge shareholders to continue to reject the Icahn Group’s offer by NOT tendering their shares, and for those who have, to withdraw them.”

But Icahn’s $7 a share offer is still out there until May 21st. Should it fail, and it probably will, the corporate raider/shareholder activist has said he’ll “probably” wage a proxy fight for Lionsgate. That will be expensive for him, and destabilizing for the studio. Caution: even more nastiness lies ahead.

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