UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to § 240.14a-12 |
Lions Gate Entertainment Corp.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn
Brett Icahn
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
Icahn Fund S.à r.l.
Daazi Holding B.V.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital LP
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
7508921 Canada Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| ¨ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
| | 1) | Title of each class of securities to which transaction applies: |
| | 2) | Aggregate number of securities to which transaction applies: |
| | 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | 4) | Proposed maximum aggregate value of transaction: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | 1) | Amount Previously Paid: |
| | 2) | Form, Schedule or Registration Statement No.: |
On July 26, 2010, Amendment No. 1 to Schedule TO (the “Amendment”) was filed on behalf of Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund II LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Fund S.à r.l., a limited liability company governed by the laws of Luxembourg, Daazi Holding B.V., a limited liability company governed by the laws of The Netherlands, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, 7508921 Canada Inc., a corporation governed by the laws of Canada, Carl C. Icahn, and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, in respect of a press release dated July 26, 2010 issued in connection with the offer by Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, High River Limited Partnership, Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc., and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, to purchase up to all of the issued and outstanding common shares of Lions Gate Entertainment Corp. (“Lions Gate”). The Amendment and the exhibit thereto are filed herewith as Exhibit 2.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF LIONS GATE FOR USE AT THE NEXT MEETING OF SHAREHOLDERS OF LIONS GATE AT WHICH INDIVIDUALS WILL BE ELECTED TO THE BOARD OF DIRECTORS OF LIONS GATE, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE ATWWW.SEC.GOV AND ON SEDAR ATWWW.SEDAR.COM. INFORMATION RELATING TO PARTICIPANTS, OTHER THAN BRETT ICAHN, IN SUCH PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE TO FILED WITH THE SEC ON JULY 20, 2010, AND INFORMATION RELATING TO BRETT ICAHN IS CONTAINED HEREIN IN EXHIBIT 1.
EXHIBIT 1
PARTICIPANTS
The participants in the solicitation of proxies (the “Participants”) will include the following: Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Fund S.à r.l., Daazi Holding B.V., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., 7508921 Canada Inc., Carl C. Icahn and Brett Icahn.
A DESCRIPTION OF THE DIRECT AND INDIRECT INTERESTS OF EACH OF THE PARTICIPANTS, OTHER THAN BRETT ICAHN, IN LIONS GATE ENTERTAINMENT CORP. IS CONTAINED IN THE OFFER TO PURCHASE AND CIRCULAR THAT IS INCORPORATED BY REFERENCE INTO THE TENDER OFFER STATEMENT ON SCHEDULE TO FILED BY ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, ICAHN FUND S.À R.L., DAAZI HOLDING B.V., HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, ICAHN CAPITAL LP, IPH GP LLC, ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES G.P. INC., BECKTON CORP., 7508921 CANADA INC., CARL C. ICAHN AND RONALD G. ATKEY, IN HIS CAPACITY AS THE SOLE TRUSTEE OF THE LGE TRUST, ON JULY 20, 2010, AS AMENDED, IN CONNECTION WITH THE OFFER TO PURCHASE UP TO ALL OF THE COMMON SHARES OF LIONS GATE ENTERTAINMENT CORP. BY ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, HIGH RIVER LIMITED PARTNERSHIP, ICAHN FUND S.À R.L., DAAZI HOLDING B.V., 7508921 CANADA INC. AND RONALD G. ATKEY, IN HIS CAPACITY AS THE SOLE TRUSTEE OF THE LGE TRUST. A COPY OF THE SCHEDULE TO IS AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE ATWWW.SEC.GOV AND COPIES OF THE OFFER TO PURCHASE AND CIRCULAR AND RELATED MATERIALS WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP.
Brett Icahn is an investment analyst for Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP, all of which are investment funds owned and operated by Carl C. Icahn, a position he has held since 2002. Mr. Icahn has served as a director of The Hain Celestial Group, Inc. and Cadus Corporation since July 2010, as a director of Take-Two Interactive Software since April 2010, as a director of Motricity, Inc. since January 2010, and as a director of American Railcar Industries, Inc. since January 2007. Prior to that Mr. Icahn served on the board of directors of HowStuffWorks.com, an internet website acquired by Discovery Communication in 2007. Brett Icahn is the son of Carl C. Icahn. Mr. Icahn received a B.A. from Princeton University.
EXHIBIT 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
LIONS GATE ENTERTAINMENT CORP.
(Name of Subject Company (Issuer))
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
Icahn Fund S.à r.l.
Daazi Holding B.V.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital LP
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
7508921 Canada Inc.
Carl C. Icahn
Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust
(Names of Filing Persons (Offerors))
Common Shares, no par value per share
(Title of Class of Securities)
535919203
(CUSIP Number of Class of Securities)
Keith L. Schaitkin, Esq.
Associate General Counsel
Icahn Associates Corp. and Affiliated Companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4329
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Filing Persons)
Copies to:
| | |
Donald C. Ross, Esq. Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario M5X 1B8 (416) 362-2111 | | Jason J. Comerford, Esq. Osler, Hoskin & Harcourt LLP 620 8th Avenue, 36th Floor New York, New York 10018 (212) 867-5800 |
CALCULATION OF FILING FEE
| | |
| |
| Transaction Valuation: | | Amount of Filing Fee: |
| $521,575,509(1) | | $37,188.34(2) |
| |
| |
| (1) | Estimated solely for the purpose of calculating the fee in accordance with the Rule 0-11 of the Securities Exchange Act of 1934. |
| (2) | The amount of the fee is based upon the product of 124,884,455 Lions Gate common shares issued and outstanding (which includes Lions Gate common shares underlying currently outstanding stock options and restricted share units of Lions Gate) as reported by Lions Gate in its public filings with the Securities and Exchange Commission (less the 44,642,069 Lions Gate common shares held by the Offeror) at a price of US$6.50 per share. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | | | | | |
Amount previously paid: | | $37,188.34 | | Filing Party: | | Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Fund S.à r.l., Daazi Holding B.V., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., 7508921 Canada Inc., Carl C. Icahn and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust |
| | | |
Form or registration no.: | | Schedule TO-T | | Date Filed: | | July 20, 2010 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| x | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
COMBINED SCHEDULE TO
AND
AMENDMENT NO. 38 TO SCHEDULE 13D
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on July 20, 2010 on behalf of Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund II LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Fund S.à r.l., a limited liability company governed by the laws of Luxembourg,Daazi Holding B.V., a limited liability company governed by the laws of The Netherlands, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, 7508921 Canada Inc., a corporation governed by the laws of Canada, Carl C. Icahn and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, relating to the offer by Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, High River Limited Partnership, Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust (the “Offeror”), to purchase up to all of the issued and outstanding common shares (the “Shares”) of Lions Gate Entertainment Corp. (“Lions Gate”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular, dated July 20, 2010, as amended and supplemented from time to time (the “Offer and Circular”), and in the related Letter of Acceptance and Transmittal (the “Letter of Transmittal”) and Notice of Guaranteed Delivery (which, together with this Amendment and any other amendments or supplements thereto, constitute the “Offer”). The information set forth in the Offer and Circular and the related Letter of Transmittal and Notice of Guaranteed Delivery is incorporated by reference with respect to Items 1 through 11 of this Schedule TO. The Offer is only to purchase the Shares and is not made for any options, warrants or other rights to acquire Shares.
As permitted by General Instruction G to Schedule TO, this Amendment No. 1 to Schedule TO is also an amendment to the joint statement on Schedule 13D filed on October 20, 2008 by the Offeror (other than Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust).
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON High River Limited Partnership |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 8,954,490 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 8,954,490 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,954,490 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.57%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Hopper Investments LLC |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 8,954,490 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 8,954,490 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,954,490 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.57%* |
14 | | TYPE OF REPORTING PERSON OO |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Barberry Corp. |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 8,954,490 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 8,954,490 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,954,490 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.57%* |
14 | | TYPE OF REPORTING PERSON CO |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Partners Master Fund LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 15,372,255 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 15,372,255 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,372,255 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.00%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Partners Master Fund II LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 5,381,689 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 5,381,689 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,381,689 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.55%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Partners Master Fund III LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 2,032,423 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 2,032,423 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,423 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.72%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Offshore LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 22,786,367 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 22,786,367 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,786,367 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.27%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Partners LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 13,031,594 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 13,031,594 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,031,594 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.02%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Onshore LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 13,031,594 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 13,031,594 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,031,594 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.02%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Capital LP |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 35,817,961 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 35,817,961 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,817,961 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.29%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON IPH GP LLC |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 35,817,961 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 35,817,961 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,817,961 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.29%* |
14 | | TYPE OF REPORTING PERSON OO |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Enterprises Holdings L.P. |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 35,817,961 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 35,817,961 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,817,961 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.29%* |
14 | | TYPE OF REPORTING PERSON PN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Icahn Enterprises G.P. Inc. |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 35,817,961 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 35,817,961 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,817,961 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.29%* |
14 | | TYPE OF REPORTING PERSON CO |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Beckton Corp. |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS WC |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 35,817,961 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 35,817,961 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,817,961 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.29%* |
14 | | TYPE OF REPORTING PERSON CO |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | | | | | |
CUSIP No. 535919203 |
| 1 | | NAME OF REPORTING PERSON Carl C. Icahn |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS |
| 5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 |
| | 8 | | SHARED VOTING POWER 44,772,451 |
| | 9 | | SOLE DISPOSITIVE POWER 0 |
| | 10 | | SHARED DISPOSITIVE POWER 44,772,451 |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,772,451 |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.87%* |
14 | | TYPE OF REPORTING PERSON IN |
| * | The 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, were not included in the calculation of percentage ownership, because the validity of such issuance is in dispute. |
| | |
Exhibit | | Description |
(a)(5)(iii) | | Press release dated July 26, 2010 (filed herewith) |
| Item 13. | Information Required by Schedule 13E-3 |
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | |
| ICAHN PARTNERS LP |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| ICAHN PARTNERS MASTER FUND LP |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| ICAHN PARTNERS MASTER FUND II LP |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| ICAHN PARTNERS MASTER FUND III LP |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| ICAHN FUND S.À R.L. |
| |
By: | | /S/ KEITH COZZA |
Name: | | Keith Cozza |
Title: | | Chief Executive Officer |
| | |
| DAAZI HOLDING B.V. |
| |
By: | | /S/ KEITH COZZA |
Name: | | Keith Cozza |
Title: | | Chief Executive Officer |
| | |
HIGH RIVER LIMITED PARTNERSHIP |
| BY: | | Hopper Investments LLC, its general partner |
| BY: | | Barberry Corp., its sole member |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
HOPPER INVESTMENTS LLC |
BY: | | Barberry Corp., its sole member |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| BARBERRY CORP. |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| ICAHN ONSHORE LP |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| ICAHN OFFSHORE LP |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
| ICAHN CAPITAL LP |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
IPH GP LLC |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
ICAHN ENTERPRISES HOLDINGS L.P. BY: Icahn Enterprises G.P. Inc., its general partner |
| |
By: | | /S/ DOMINICK RAGONE |
Name: | | Dominick Ragone |
Title: | | Chief Financial Officer |
| | |
ICAHN ENTERPRISES G.P. INC. |
| |
By: | | /S/ DOMINICK RAGONE |
Name: | | Dominick Ragone |
Title: | | Chief Financial Officer |
| | |
BECKTON CORP. |
| |
By: | | /S/ EDWARD MATTNER |
Name: | | Edward Mattner |
Title: | | Authorized Signatory |
| | |
7508921 CANADA INC. |
| |
By: | | /S/ KEITH COZZA |
Name: | | Keith Cozza |
Title: | | Chief Executive Officer |
| | |
| | /S/ CARL C. ICAHN |
| Name: | | Carl C. Icahn |
| | |
| | /S/ RONALD G. ATKEY |
| Name: | | Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust |
Date: July 26, 2010
EXHIBIT INDEX
| | |
Exhibit | | Description |
| |
(a)(1)(i) | | Offer to Purchase and Circular, dated July 20, 2010 (previously filed) |
| |
(a)(1)(ii) | | Letter of Acceptance and Transmittal (previously filed) |
| |
(a)(1)(iii) | | Notice of Guaranteed Delivery (previously filed) |
| |
(a)(1)(iv) | | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (previously filed) |
| |
(a)(1)(v) | | Letter to Clients (previously filed) |
| |
(a)(5)(i) | | Summary Advertisement of the Offeror dated July 20, 2010 (previously filed) |
| |
(a)(5)(ii) | | Press release dated July 20, 2010 (previously filed) |
| |
(a)(5)(iii) | | Press release dated July 26, 2010 (filed herewith) |
| |
(h)(1)(i) | | Opinion of Osler, Hoskin & Harcourt LLP regarding Material Canadian Federal Income Tax Considerations dated July 20, 2010 (previously filed) |
| |
(h)(1)(ii) | | Opinion of Osler, Hoskin & Harcourt LLP regarding Material U.S. Federal Income Tax Considerations dated July 20, 2010 (previously filed) |
EXHIBIT (a)(5)(iii)
FOR IMMEDIATE RELEASE
ICAHN COMMENTS ON LIONS GATE’S TRANSACTION WITH DIRECTOR AND SIGNIFICANT SHAREHOLDER, MARK RACHESKY
New York, New York, July 26, 2010
Contact: Susan Gordon (212) 702-4309
On July 20, 2010, hours after Carl C. Icahn and certain of his affiliated entities announced a tender offer to acquire up to all of the issued and outstanding common shares of Lions Gate Entertainment Corp. for $6.50 per share, Lions Gate announced that it had completed what itself-servingly described as a “deleveraging transaction” pursuant to which approximately $100 million of its senior subordinated notes were exchanged for new notes which converted into 16,236,305 common shares of Lions Gate at a price of $6.20 per share.
The Lions Gate press releasedid not disclose that the exchange of the notes was conducted with Kornitzer Capital Management, Inc., which immediately sold the new notes to an investment fund controlled by Mark Rachesky, a director and significant shareholder of Lions Gate. Rachesky’s fund immediately converted the new notes into an additional 16,236,305 Lions Gate common shares. The Lions Gate press release alsodid not disclose that as a consequence Mark Rachesky acquired these shares at a bargain price, resulting in an increase in his ownership of Lions Gate common shares from 19.9% to 28.9% of the outstanding shares.All other Lions Gate shareholders were significantly diluted as a result of this transaction. Mark Rachesky is a supporter of Lions Gate’s board of directors and senior management. If allowed to stand, this scheme will insulate the directors and management from having to face a fair election at the upcoming annual meeting of Lions Gate’s shareholders.
Mr. Carl C. Icahn stated: “These transactions, in which the board of directors of Lions Gate provided stock that was acquired by Mark Rachesky at the bargain price of $6.20 per share, after recently advising all Lions Gate shareholders not to accept my previous tender offer of $7.00 per share because the price was allegedly ‘inadequate’, have the effect of insulating the existing directors and management from a proxy fight, as well as enriching one director at the expense of all shareholders.I find this scheme especially reprehensible in light of the fact that the board recently advised shareholders that the shares were worth $8.85 per share. If Lions Gate truly wants to ‘deleverage,’ it should issue its stock in a rights offering open to all shareholders and use the proceeds to retire debt, rather than issue stock to one director, namely Mark Rachesky, at a bargain price. It is interesting to note that Mark Rachesky has a history of attempting to use his power and control to enrich himself and entrench his own position at the expense of other shareholders. In a recent case involving Loral Space & Communications, Inc., the Delaware Court of Chancery invalidated a financing agreement entered into between Loral and one of Rachesky’s investment funds because the agreement was not the product of arm’s-length negotiations and its terms were unfair.Unlike many other shareholders, whom the Lions Gate directors seem to cynically assume must either suffer the board’s rapacious tactics in silence or sell their shares, I am fortunate enough to have significant resources with which to protect my interests, and I will spare no expense in holding the culpable parties responsible for their behavior. We view this transaction as a prime example of scorched earth tactics executed with other people’s money – in this case,
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the money of Lions Gate shareholders – and they will be met with an equally forceful response.”
The Icahn Group intends to exercise all of the legal rights and remedies available to it with respect to this scheme, which the Icahn Group sees as an improper defensive tactic and abusive of the rights of all other shareholders of Lions Gate. These actions include: (i) a petition which was filed on July 23, 2010 in the Supreme Court of British Columbia requesting, among other things, that the note exchange and the issuance of shares to a fund controlled by Mark Rachesky be set aside; and (ii) a lawsuit being filed today in New York State Supreme Court against Lions Gate, its board of directors, its wholly owned subsidiary, Mark Rachesky and his investment fund, and Kornitzer and its principal John C. Kornitzer, seeking a preliminary and permanent injunction rescinding the note exchange and the issuance of shares to Mr. Rachesky’s fund, prohibiting the defendants from voting their shares in any election of directors or other shareholder vote, and awarding compensatory and punitive damages to the Icahn Group.
The Icahn Group expects that the actions taken by Lions Gate’s board of directors and senior management in planning and carrying out these transactions will be closely scrutinized by the courts and by all applicable regulatory authorities in Canada and the United States. The British Columbia Securities Commission will hold a hearing on the afternoon of July 28, 2010 to consider whether to grant orders against Lions Gate and Rachesky pursuant to the Commission’s statutory jurisdiction to protect the public interest in the capital markets.
The exchange of the notes is a breach of conditions in the Icahn Group’s tender offer, including the condition that Lions Gate not issue any new convertible securities. This breach entitles the Icahn Group to terminate the offer without taking up and paying for any Lions Gate shares deposited under the offer. At this time, the Icahn Group intends to continue the offer in order to determine what relief is granted by the courts and regulators, but reserves the right to terminate the offer for failure of the applicable conditions.
The terms and conditions of the tender offer by Mr. Icahn’s affiliates for up to all of the outstanding common shares of Lions Gate for $6.50 per share in cash, which expires at 8:00 p.m., New York time, on August 25, 2010, are set forth in an Offer to Purchase, Letter of Transmittal and other related materials that are being distributed to holders of the Common Shares and were filed with the SEC as exhibits to the Icahn Group’s Schedule TO and with the Canadian securities authorities on SEDAR. Shareholders with questions about the tender offer may call D.F. King & Co., Inc., the Information Agent, toll-free at 800-859-8511 (banks and brokers call 212-269-5550).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER DESCRIBED ABOVE. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE ICAHN GROUP HAS FILED WITH THE SEC AS EXHIBITS TO ITS SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR AND WILL DISTRIBUTE TO HOLDERS OF COMMON SHARES. HOLDERS OF
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COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. HOLDERS OF COMMON SHARES MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE ICAHN GROUP HAS FILED (1) WITH THE SEC AT THE SEC’S WEB SITE ATWWW.SEC.GOV AND (2) WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR ATWWW.SEDAR.COM.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP. (“LIONS GATE”) FOR USE AT THE NEXT MEETING OF SHAREHOLDERS OF LIONS GATE AT WHICH INDIVIDUALS WILL BE ELECTED TO THE BOARD OF DIRECTORS OF LIONS GATE, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE ATWWW.SEC.GOV AND ON SEDAR ATWWW.SEDAR.COM. INFORMATION RELATING TO PARTICIPANTS, OTHER THAN BRETT ICAHN, IN SUCH PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE TO FILED WITH THE SEC ON JULY 20, 2010 AND INFORMATION RELATING TO BRETT ICAHN IS CONTAINED IN THE SCHEDULE 14A FILED WITH THE SEC ON JULY 20, 2010.
