Tender offer deadline looms; Shareholders to meet Dec. 14
Lionsgate has amped up the battle in its war against Carl Icahn and his slate of nominees as the proxy fight for control of the minimajor reaches a boiling point.
In a blistering message to shareholders sent six days before Tuesday’s annual meeting, the Lionsgate board asserted Wednesday that the billionaire takeover artist — who owns 33% of Lionsgate — “typically does not make money for shareholders of companies on which he or his representatives have secured board representation.”
Excluding the Icahn Group’s holdings in the pharmaceutical sector, the letter said $1 invested in his companies 10 years ago would have yielded a return of 18¢ — “a frightening record” in building shareholder value.
The attack on Icahn came in the wake of his launching the site savelionsgate.com, which detailed the company’s $100 million debt-for-equity swap with Mark Rachesky in July to make the case that the minimajor’s management and board is underhanded and unprofessional.
Wednesday’s letter also ripped into qualifications of Icahn’s board nominees, criticizing Chris McGurk’s tenures at Overture, MGM and Universal; and Jay Firestone’s Fireworks Entertainment. It characterized those as records of “failure and value destruction.”
“In light of their failings at Overture and Fireworks, we believe it is unlikely these nominees would continue the success of Lionsgate’s board and management team,” the letter said.
Lionsgate also called Icahn a “bitter bidder,” repeating last month’s characterization by a judge who tossed out Icahn’s effort to rescind the Rachesky deal.
Icahn’s been attempting to take over Lionsgate for much of this year and has extended his current $7.50-a-share hostile tender offer for Lionsgate five times. The offer expires Friday.
The stock, which hit a two-year high of $7.65 on Oct. 15, was up 8¢ to $7.31 in trading Wednesday.
Lionsgate announced its 12-member slate on Nov. 19. It’s the same as the current board except that Brian V. Tobin’s slot will be filled by Frank Giustra, who founded Lionsgate in 1997. For his part, Icahn said proxy advisory firm Egan-Jones recommended stockholders support his slate of directors.