Friday, billionaire investor Carl Icahn extended his previous offer, launching a hostile bid to acquire all shares of the filmed entertainment studio Lions Gate Entertainment Corp. (LGF) for the previous offer price of $6.00 per share in cash. Icahn also extended the expiration date of the offer to April 30.
Icahn conditioned his amended offer on receiving approval from at least 50.1% of Lions Gate shareholders. The offer price is $1.15 higher than the $4.85 closing price of the common shares on February 4, representing a premium of more than 23%. The offer will not be subject to financing.
Icahn said legal proceedings would be pursued to set aside the poison pill adopted by Lions Gate, which restricts the rights of Lions Gate shareholders to accept the offer.
The Icahn Group said it looks forward to working productively with the Canadian authorities to obtain approval for the amended offer.
On February 16, Santa Monica, California-based Lions Gate received a hostile bid from Icahn to acquire up to 13.16 million common shares of Lionsgate for $6.00 per share.
Through the deal, Icahn, who already holds about 18.9% of Lions Gate's common shares, aimed to increase his holdings to 29.9%.
However, Lions Gate board rejected the offer saying that the price offered is a 28.5% discount to the average price targets of Wall Street analysts for Lionsgate shares as of March 4. The company added that Icahn is seeking to acquire control of the company without paying a control premium.
As the owner of 29.9% of shares, Icahn would likely have the power to effectively veto certain significant transactions, and that would affect Lions Gate.
Lions Gate's board also proposed to adopt shareholders rights plan, also called as poison pill, to prevent the company from such hostile offers in the future.
Further, Lions Gate said the offer is financially inadequate, highly conditional and creates substantial uncertainty for its shareholders.
The company also warned that a change in control could lead to a default of its senior revolving credit facility, which prevents the company from entering into any material transaction outside of the ordinary course of business, including any acquisition of assets over $100 million, and any issuance of securities other than upon the exercise of currently outstanding options.
Icahn today criticized Lions Gate for purchasing a film library without giving its shareholders an opportunity to decide on it.
He added, "I believe library values are currently declining due to, in part, weak DVD sales. Lions Gate already has a major investment in a library - its own. It should be up to the shareholders to determine if they wish to more than "double down" on another library, especially in light of the company's admitted "substantial degree of leverage."
Icahn plans to replace Lions Gate's current board with his own nominees, several of whom would be Canadian citizens. He said the best course for Lions Gate is to pursue a strategy aimed more at the consolidation of film and television distributors, as opposed to the acquisition of library assets.
In addition, if the amended offer is successful, the Icahn Group intends to cause Lions Gate to remain a Canadian incorporated entity for a period of not less than five years.
"I understand that such a dramatic shift in management and growth strategy may thrust Lions Gate into a potentially volatile period of transition, but I believe the company will emerge much stronger on the other end," Icahn said.
Meanwhile, Lions Gate is reportedly bidding for the movie studio Metro-Goldwyn-Mayer, in competition with Time Warner Inc. (TWX) and billionaire Len Blavatnik's Access Industries. The company was expected to make an offer between $1.2 billion and $1.5 billion for MGM, according to reports.
Lions Gate is currently trading at $6.05, up 8 cents or 1.34% on a volume of 4.28 million shares.
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