Lions Gate Holders Back `Poison Pill' by 56% Margin in Faceoff With Icahn

Photographer: Aaron Harris/Bloomberg

Lions Gate CEO Jon Feltheimer speaks during a press conference following a shareholder meeting in Toronto. Close

Lions Gate CEO Jon Feltheimer speaks during a press conference following a shareholder... Read More

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Photographer: Aaron Harris/Bloomberg

Lions Gate CEO Jon Feltheimer speaks during a press conference following a shareholder meeting in Toronto.

Lions Gate Entertainment Corp., the independent film company battling a hostile takeover bid by Carl Icahn, said shareholders voted in favor of a “poison pill” that has been rejected by Canadian regulators.

Investors holding 58.9 million shares, or 56 percent of the stock voted, supported Lions Gate’s plan to make a takeover more expensive, the company said today at a shareholder meeting in Toronto. Shareholders representing 44 percent, or 46.8 million shares, opposed the poison pill.

Lions Gate said the outcome reflects shareholders’ intent to resist Icahn’s $7-a-share tender offer, which values the distributor of “Saw” and “Tyler Perry” films at about $826 million. Last week, a Canadian court dismissed Lions Gate’s appeal of a regulator’s ruling that voided the poison pill.

“I would hope that it will send a message to Mr. Icahn that his offer is very insufficient,” said Jon Feltheimer, Lions Gate’s co-chairman and chief executive officer.

Icahn said he was pleased that 44 percent opposed the measure, and noted that investors who bought Lions Gate shares after March 23 weren’t able to vote on the poison pill, according to a statement.

The vote was “very expensive for the company, a waste of money and a non-event,” Icahn said.

Photographer: Jeremy Bales/Bloomberg

Lions Gate says 56% of Investors Back ‘Poison Pill’to make a takeover more expensive. Close

Lions Gate says 56% of Investors Back ‘Poison Pill’to make a takeover more expensive.

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Photographer: Jeremy Bales/Bloomberg

Lions Gate says 56% of Investors Back ‘Poison Pill’to make a takeover more expensive.

Excluding Icahn

The vote does nothing to strengthen management’s position legally unless the company can convince regulators to reverse the earlier decision, said Alan Gould, a New York-based analyst for Soleil Securities.

“It’s positive that their own shareholders have voted in favor of the pill, but with the Canadian court decision I’m not sure it’s going to do a whole heck of a lot,” Gould said. He rates the shares “buy” and doesn’t own them.

Feltheimer, 58, declined to say what the company will do next. Icahn, 74, didn’t return a call to his New York office.

Excluding stock owned by Icahn, 70 percent of the shares voted favored the pill, the company said.

Lions Gate, run from Santa Monica, California, fell 1 cent to $6.91 at 4 p.m. in New York Stock Exchange composite trading. The shares have gained 19 percent this year.

Icahn extended his offer for Lions Gate on May 10. About 7.45 million shares were tendered and not withdrawn. The company has about 117.8 million shares outstanding, according to Bloomberg data, including almost 19 percent held by Icahn.

To contact the reporters on this story: Michael White in Los Angeles at Mwhite8@bloomberg.net; Joe Schneider in Toronto at jschneider5@bloomberg.net.

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