Lionsgate adopts poison pill defense, again

Anti-takeover strategy targeted at creeping bids

TORONTO -- Carl Icahn's $7.00 per-share tender offer for outstanding Lionsgate shares may be done, but not his enthusiasm for open market purchases of stock in the mini-studio.

So Vancouver-based Lionsgate has adopted yet another poison pill defense to fight off a hostile takeover bid, and one firmly aimed at Icahn, the company's largest shareholder with a 37.9% stake.

The latest shareholder rights plan aims to block "any initiative to acquire effective control of the company," Lionsgate said in a statement, including Icahn buying out major stakeholders like himself, or making additional open-market purchases of stock.

Icahn in a July 1 SEC filing revealed he acquired 6.22 million Lionsgate shares between Tuesday and Thursday at $7.00 each to get to 44.7 million shares, or a 37.9% stake.

"The rights plan encourages the acquisition of effective control of Lionsgate only through means of a 'permitted bid' or a negotiated transaction that treats shareholders equally and fairly," Lionsgate said in a statement.

An anti-takeover strategy targeted at creeping bids could help Lionsgate get round the British Columbia Securities Commission, which in May voided an earlier shareholders right plan.

In its latest incarnation, Lionsgate's poison pill would be triggered if a 38% stake in the mini-studio is amassed, or if Icahn makes additional open market purchases of company stock.

While Icahn is still well short of controlling Lionsgate, he does appear to be pursuing a separate goal -- to block Lionsgate from buying MGM or any other major film library.

Icahn also promises a proxy fight for control of Lionsgate at its next annual shareholder meeting, likely in September.
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