Lionsgate will include Carl Icahn as a voter in its shareholder vote on a poison pill that’s designed to make it more difficult for him to complete a hostile takeover of the minimajor.
Lionsgate made the announcement Friday, 1½ weeks before the May 4 vote on the pill, which is dubbed a shareholder-rights plan.
We listen carefully to what our shareholders have to say, and we believe that this was a revision many of them wanted to see,” a Lionsgate spokesman said.
Shares of Lionsgate were up 29¢ to $7.18 in trading Friday on the New York Stock Exchange.
Should Icahn’s stake exceed 20%, it could trigger a possible default of its credit line.
The company’s poison-pill provision would dilute the value of Icahn’s shares if he exceeds a 20% stake.
In a letter sent to shareholders Friday, Lionsgate said the shareholder-rights plan had been created to ensure that all shareholders are treated fairly in connection with any proposals to acquire effective control of the company.
By design, the shareholder-rights plan does not prevent or restrict a proxy challenge, but deters inadequate, opportunistic and coercive offers, such as the offer by the Icahn Group,” the letter said.
The letter also took issue with a recommendation issued Thursday by proxy advisory firm RiskMetrics to vote against the pill, partly due to Icahn’s shares not being counted in the voting.
Icahn cited that recommendation in a letter issued Friday and said the process is still flawed despite Lionsgate’s revision — noting that holders of any shares purchased after March 23 won’t be able to vote.
The pill and the ‘voting’ process are still gravely deficient and unfair,” Icahn said. The board has intentionally structured the special meeting so as to maximize the likelihood that the views of the board will be imposed on those Lionsgate shareholders who would otherwise tender their shares in our offer.”
Lionsgate is home to the “Saw” and Tyler Perry franchises, and TV shows “Mad Men” and “Weeds.” Its superhero spoof “Kick-Ass” led last weekend’s box office.