Investor vows to walk if takeover fails
Carl Icahn has pledged he’ll bail out of Lionsgate stock if he doesn’t win his proxy fight to take control of the minimajor’s board, accusing the panel of supporting a management untethered from reality.
Icahn’s latest move Monday came amid an increasingly nasty fight with the minimajor. Earlier in the day, Lionsgate slammed the billionaire in a lengthy letter to shareholders by declaring he has a history of “value destruction and self-serving actions.”
Icahn, who holds 18.8% of the company’s shares, shot back via a press release titled “Icahn debunks Lionsgate’s latest obfuscations” and reiterated his promise of a proxy fight.
“I must state that I unfortunately see very little hope for the company if we are not successful in replacing the board,” he said. “Hopefully our slate will prevail. If not, I have no intention of remaining an investor in Lionsgate with this management team because it has become clear to me after talking with management that we will never agree on the future of the company.”
Lionsgate hasn’t yet set its annual meeting at which the board is elected, but that usually takes place in Toronto in September during the film festival.
The dueling PR moves came with Icahn’s $7 a share tender offer expiring Wednesday. The announcements had little significant impact on the stock, which was off a nickel to $6.92 in trading on the New York Stock Exchange.
Lionsgate asserted that the share value of such companies as Blockbuster, WCI Communities and BKF Capital declined after Icahn came on their boards or gained control. It said that nine of the 11 companies in which he’s gained control since 2000 have seen price declines averaging 44%.
It also knocked Icahn for the 71% price decline of Icahn Enter-prises over the past three years.
“If Mr. Icahn cannot create value in his own funds, how can he do so in an industry in which he has limited and unsuccessful experience?” Lionsgate said.
The minimajor also blasted Icahn over the failure of Stratosphere Entertainment, which launched in 1997 and closed in 2000 after releasing a handful of pics, including “Hideous Kinky” and “One Tough Cop” — both which grossed $1.2 million. “Clearly, Mr. Icahn did not know how to run a movie company back in 1997 when he founded Stratosphere and has done nothing to prove that he knows how to run one now,” Lionsgate argued.
For his part, Icahn accused Lions-gate’s management and board of ignoring reality. “Owners of horse and buggy companies that deluded themselves and did not act quickly lost everything,” he said. “I unfortunately believe that without a dramatic change in direction, the company will be in jeopardy.”
Lionsgate’s most expensive film, the $70 million “Killers,” has underperformed at the box office with $30.3 million in its first 10 days. Company execs assert that the exposure is about $40 million after tax credits and foreign presales, but Icahn said Lionsgate needs to ditch such projects.
“Lionsgate cannot succeed following a strategy of swinging for the fences with big productions and hoping that DVD sales will cease their precipitous decline,” he said. Icahn took issue with Lionsgate execs touting its increased cash flow of $128 million for fiscal 2010, noting that $110 million of that figure came from the film library.
“There seems to be near universal agreement in the industry that library values are melting away like ice cubes,” he added. “As a result, it is not hard to believe that this $110 million will be drastically reduced in the near future, due primarily to the precipitous decline in DVD sales throughout the industry. However, Lionsgate’s high interest costs of $56 million will stay the same.”
He also noted that MGM and Miramax — which he identified as “basically library plays” — have been for sale for many months but have failed to obtain a buyer.
“How much longer can Lions-gate’s film library be counted on to drive performance and to service the company’s staggering debt load?” Icahn asked. “Am I the only one who sees a hurricane brewing?”
On Friday, the two sides had staged a similar battle with Icahn warning that Lionsgate may have to file for bankruptcy due to possible credit defaults. Lionsgate fired back with the assertion that it’s healthy and will be able to resolve its balance sheet issues along with accusing Icahn of making a lowball offer that shareholders should ignore.
Icahn’s bid values Lionsgate at $825 million. He’s the second-largest shareholder behind Mark Rachesky, who owns just short of 20%.
Icahn’s latest extension has dropped the requirement of a 50% support level for the offer to go through. Mark Cuban, who holds 5.3% of Lionsgate, indicated last week that he’ll tender his shares to Icahn — who said in the letter that he was hopeful Cuban would do so. About 3.7% of shareholders had tendered their shares before Icahn’s latest extension.