Company says billionaire's offer is too low

In rejecting Carl Icahn’s hostile takeover bid, Lionsgate’s toppers are making the case that the minimajor is poised for serious growth if allowed to continue on its path.

“The board and senior management believe that the significant additional value that would result from the continued implementation of Lionsgate’s business plan, and the inadequacy of the offer is supported by the view of analysts,” Lionsgate said in a filing Tuesday with the Securities and Exchange Commission following its board’s unanimous vote against Icahn’s offer.

The filing is part of Lionsgate’s effort to convince stockholders not to tender their shares, arguing that

they will be worth much more if the company stays the course. Lionsgate has made an offer to acquire MGM — a move that Icahn contends needs 40% shareholder approval.

The company told shareholders that Icahn’s offer of $6 a share is “financially inadequate” and coercive. Icahn, who owns nearly 19%, launched the hostile bid Friday after the board rejected his previous offer of $6 a share.

Investors drove up the price of the stock 17 cents to $5.99 on Tuesday.

Icahn had no immediate response. His offer would pay shareholders about $575 million for the 81% he doesn’t own; he’s also planning on sacking management and the board.

“The average price target of Wall Street analysts for the shares as of March 22, 2010, is at a 46.3% premium to the U.S. $6.00 per share offer price,” Lionsgate said in the filing.

Matthew Harrigan of Wunderlich Securities, who has a price target of $8.50 on the shares, told Daily Variety that Icahn will have to raise his price if he’s going to succeed.

“He has to realize that he’s not going to get it at this price,” he added. “We see disruption to development rather than share price upside from replacing the current management and board, as Icahn intends.”

Harrigan, who recently raised his rating on Lionsgate shares to “buy,” also said that the upcoming Lionsgate superhero spoof “Kick-Ass” could become the minimajor’s first pic to top $100 million at the B.O. He noted that much of the upside potential is from the movie slate reaching $150 million in annual profits by 2012.

Lionsgate said in the filing that it’s achieved profitability in 70% of its releases over the past decade — “one of the highest success rates in the industry.” It also said its 12,000-title library has generated an average of $267 million annually for the past three years and that its TV biz has achieved 40% compounded annual growth rate over the past 11 years.

Lionsgate’s board has also adopted a “poison pill” or shareholder rights plan to make it more costly for an investor to buy additional stock if they pass the 20% threshold.

“We believe that nothing has changed — the offer remains financially inadequate and still does not reflect the full value of Lionsgate shares,” said Lionsgate co-chairman and CEO Jon Feltheimer. “The only substantive change is that the Icahn Group is now bidding for full control of the company without offering a meaningful vision, without demonstrating a relevant track record of industry experience and without paying a control premium.”

Feltheimer emphasized that management remains focused on a “patient, disciplined strategy of building a strong and diversified company step by step over the past 10 years under a seasoned board of directors and an experienced management team.”

Lionsgate reported last month a loss of nearly $66 million for its third quarter ended Dec. 31 from a 15% increase in revenue of $372 million.

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