Carl Icahn Unveils His Lionsgate Board

UPDATE: Lionsgate has just issued a reaction (see below). It’s now officially a fight between white (LG’s) and gold (Icahn’s) proxy cards.

Carl Icahn today assembled his slate of 5 board members hoping to unseat Lionsgate’s current 5 board of directors — including the film/TV studio’s Vice Chairman Michael Burns — at the scheduled December 14th shareholders meeting in Los Angeles. (All those dinners where Burns attempted a rapprochement with Icahn obviously came to nothing.) It’s now confirmed that, as I previously reported, Icahn’s slate includes Chris McGurk, 53, the former MGM President and COO and Vice Chairman and Overture Films CEO, as well as filmmaker Jay Firestone, 54, a one-time vice chairman of Alliance Communications in Canada and founder of Fireworks Entertainment who is now head of Toronto-based Prodigy Pictures. Today Icahn revealed that also on Icahn’s list are: Dr. Michael Dornemann, 65,  the former CEO of Bertelsmann Entertainment and an entertainment and marketing executive with more than 30 years of management consulting, corporate development, strategic advisory and media experience who is now on the board of Columbia Music; Daniel Ninivaggi, 46, who is President of Icahn Enterprises; and Dr. Harold Shapiro, 75, Princeton university’s 18th president until 2001 and currently a professor of economics and public affairs there. Icahn wants them to replace Michael Burns, Harald Ludwig, G. Scott Paterson, Mark H. Rachesky, and Hardwick Simmons on the current Lionsgate board. Today’s Icahn proxy statement says:

“Given that Carl Icahn and the other Participants believe that the Company has not yet been able to, among other things, reverse declining shareholder value over the past five years and develop strategies that will enhance returns for all Shareholders, Carl Icahn and the other Participants believe that a change in Board composition at Lions Gate is necessary to enhance the financial performance of the Company. The Nominees are committed to the best interests of Lions Gate and all Lions Gate Shareholders and intend to work to improve Lions Gate’s financial performance and shareholder value. The Icahn Group believe that the Nominees, based upon their experiences as disclosed herein, can help to effect positive change at the Company. Each Nominee, if elected, would serve until the date of Lions Gate’s 2011 annual general meeting of Shareholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with Lions Gate’s Articles or applicable law.”

Usually, a proxy fight like the one Icahn has pledged to wage against Lionsgate is a very expensive proposition that takes months of preparation and involves contacting every shareholder. But this is being done with virtually no time and little expense. Icahn, who owns 33% of Lionsgate, has extended his $7.50-per-share tender offer for more of the studio’s shares to December 2nd.

Here’s the Lionsgate reaction:

SANTA MONICA, Calif. and VANCOUVER, Nov. 26, 2010 — Lionsgate (NYSE: LGF) today confirmed that it has received notice that Carl Icahn and certain of his affiliated entities (the “Icahn Group”) intend to nominate five individuals for election to Lionsgate’s Board of Directors at the Company’s 2010 Annual General Meeting of Shareholders, which will be held on Tuesday, December 14, 2010 at 10:00 am PT in Los Angeles, California.

The Company said: Led by the current Board and management team, Lionsgate has achieved record revenues, major box office success, one of the strongest and most valuable filmed entertainment libraries in the industry, a vibrant television business, a dynamic and growing portfolio of channel platforms and an attractive worldwide distribution infrastructure. Lionsgate’s momentum is evident throughout all of the Company’s business and now is not the time to make a change.

Mr. Icahn has not articulated a vision for Lionsgate regarding how he would improve on these results and his nominees provide no further clarity on the critical issue of leading Lionsgate into the future.

The Lionsgate Board and management team are focused on leading Lionsgate and look forward to continuing to execute on its growth strategy for the benefit of all Lionsgate shareholders. We encourage our shareholders to vote for the Company’s highly qualified nominees.

The Lionsgate Board urges shareholders to vote the WHITE proxy card to elect the Company’s highly qualified nominees and to discard any Icahn Group proxy materials.

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