Carl Icahn has amped up the battle over Lionsgate, filing suit over the recent $100 million debt-to-equity swap that reduced Icahn’s stake to 33.5% from 37.3%.
“We view this transaction as a prime example of scorched earth tactics executed with other people’s money — in this case, the money of Lionsgate shareholders — and they will be met with an equally forceful response,” Icahn said Monday.
Icahn filed suit in New York against Lionsgate, its board and Mark Rachesky, who bought the converted shares from the company and saw his stake grow to 29% from 19.9%. Also named in the action, which was announced Monday by Icahn, were Kornitzer Capital Management and John Kornitzer, who has supported Lionsgate management.
The suit seeks damages, an injunction overturning Rachesky’s deal and a court order to bar the defendants from voting their shares to elect any directors.
Icahn also disclosed that he had filed a petition seeking orders against Lionsgate and Rachesky to the Supreme Court of British Columbia, where Lionsgate is headquartered. The activist investor said the British Columbia Securities Commission will hold a hearing Wednesday.
In May, Canadian regulators vacated Lionsgate’s poison-pill provision, which was set up to be triggered when any investor reached 20%.
A Lionsgate spokesman declined to comment.
Shares of Lionsgate were up 12 cents to $6.90 in trading Monday on the New York Stock Exchange.
The Rachesky deal was announced on July 20 — a day after the 10-day truce between Lionsgate and the investor ended. At that point, Icahn had launched another hostile tender offer at $6.50 a share and promised that he’d follow through on his promise of a proxy fight to gain control of the Lionsgate board.
“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 Lionsgate’s shareholders,” Icahn said Monday.
“These transactions, in which the board of directors of Lionsgate provided stock that was acquired by Mark Rachesky at the bargain price of $6.20 per share, after recently advising all Lionsgate 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,” Icahn said.
For its part, Lionsgate has repeatedly called Icahn’s tender offers “financially inadequate and coercive.” It’s also asserted that Icahn’s track record shows that he’s been an incompetent meddler in showbiz sector and has blasted his accusations of excessive spending.
