Icahn says James Moore OK with tender offer

Icahn Group vows to retain Canadian control of Maple Pics

TORONTO -- Carl Icahn continues to make friends in Ottawa as he loses momentum wooing Lionsgate shareholders.

The Icahn Group on Wednesday said Canadian heritage minister James Moore has blessed its $7 per-share tender offer for Vancouver-based Lionsgate after Icahn made a number of promises to the federal government.

"I am very pleased that our investment in Lionsgate has been determined to be of net benefit to Canada," the activist shareholder said in a statement.

The Icahn Group promised the feds that it would retain Canadian control of Maple Pictures, which distributes Lionsgate films in Canada, and maintain the mini-studio's Canadian headquarters.

Icahn will also spread the riches around the country as he commits to maintaining or increasing the level of film production by Lionsgate in Canada, province by province.

The Canadian government likes those pledges as it looks to expand film and TV production regionally from coast to coast, rather than in Toronto and Vancouver only.

The Icahn Group earlier received approval for its Lionsgate takeover bid from the federal Competition Bureau, which weighs foreign takeovers of Canadian companies on competition grounds.

The heritage department, by contrast, weighs foreign takeovers of culturally-sensitive media assets under the Investment Canada Act on whether they will benefit, or harm, the domestic film and TV production sector.

Lionsgate offered no direct comment on the heritage department approval of Icahn's plans, other than to remind company shareholders to reject his unsolicited offer and not tender shares into the offer.

Lionsgate also reiterated that only 3.7% of outstanding shares have been tendered to Icahn, so far.

For his part, Icahn said his current tender offer is to close this month, on June 16, and, "barring certain unforeseen events" initiated by Lionsgate, his group will take up and pay for all shares that have been tendered.

Icahn will hold a separate offering period from June 17 to 30 to permit additional tenders, also at $7 per-share.

The likely end of his tender offer signals Icahn is moving into a new phase of his battle with Lionsgate, including a plan for a proxy fight with Lionsgate to put a slate of his own directors into the mini-studio's boardroom.

Ironically, Icahn on Wednesday ended a separate proxy fight with biotech company Genzyme Corp. after it agreed to install two of his representatives onto its board.

Efforts by Icahn to install his own representatives in the Lionsgate boardroom have been so far thwarted, and recent talks on a possible settlement have also apparently been scuttled.