• The Hollywood Reporter on LinkedIn
  • Follow THR on Pinterest

Carl Icahn Lets Lionsgate Takeover Bid Expire

Carl Icahn
Rick Maiman/Bloomberg/Getty Images

"We recognize that it is now virtually impossible for us to prevail in the proxy contest due to the dilutive transaction in question," he says, referring to the New York Supreme Court denying a debt-for-equity transaction.

TORONTO – Carl Icahn on Monday all but raised the white flag in his proxy battle with Lionsgate, at least for now.

Having failed with a legal challenge to stop Lionsgate shareholder Mark Rachesky from voting his stake at Tuesday’s annual shareholders meeting, Icahn let his $7.50 per-share takeover bid for the mini-studio expire.

The expected move follows the Supreme Court of the state of New York on Thursday denying a bid by the Icahn Group to unwind a July 20 debt-for-equity transaction involving Rachesky that threatened to sink
Icahn’s proxy fight at Lionsgate’s December 14 annual general meeting.

“We recognize that it is now virtually impossible for us to prevail in the proxy contest due to the dilutive transaction in question,” Icahn added in a statement.

The activist shareholder did advise shareholders to “voice their dissatisfaction by voting for our slate of nominees on the gold proxy card.”

Icahn’s latest unsolicited bid for Lionsgate stock was conditioned on the New York court giving him a preliminary injunction to prevent the stock issued to Rachesky on July 20 from being voted Tuesday at the AGM in Los Angeles.

“This condition was not met,” Icahn said, with the result he will not purchase any Lionsgate shares that were tendered in the offer.

And all Lionsgate common shares that were previously tendered and not withdrawn will now be returned to their holders, the billionaire investor added.

“We will continue to monitor the situation at Lionsgate and will aggressively take all actions necessary to protect our investment, and we reserve all of our rights with respect to Lionsgate and its securities,” Icahn, who has a 33% stake in the mini-studio, insisted.