Icahn Withdraws Lions Gate Bid

Well, it looks like Lions Gate and its shareholders are getting what they wished for. But, who really is the winner? Lions Gate announced that, based on preliminary estimates shareholders rejected all five of Carl Icahn’s director nominees.

Great job, management. What is the reward for their loyal shareholders?

The stock Tuesday dropped nearly 7 percent, to $6.63 per share. The stock is now down more than 11 percent in two days and at its lowest price since August 30.

在一份声明中，公司表示：“狮子盖特持续未来的成功，董事会和管理团队将继续专注于建立公司强大的品牌和特许经营组合，并定位我们未来增长的独特和多样化的资产平台。”

Now, I don’t believe management is always obligated to sell its shares to anyone who tenders at a higher price.

But, suddenly Icahn’s $7.50 offer is more than 13 percent higher than the current price. And there does not appear to be a catalyst for the shares.

There is still one big hope remaining for Lions Gate shareholders. Remember, Icahn had asked the court to cancel the deal back in July when Lions Gate issued shares to director Mark Rachesky, whose 16.2 million new shares diluted Icahn’s stake to its current 33 percent or so.

Icahn on Monday noted that the judge agreed to hold a full trial on the matter within the next several months and will require Lions Gate to hold a shareholders meeting again in September 2011 following his ruling in the case.

By then Lions Gate shareholders will probably be rooting hard for Icahn to resurface and restore the value of their shares.

One thing is for sure: Icahn will probably identify its next target in the next few days.

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December 14, 2010 - Is Carl Icahn finally throwing in the towel on Lions Gate? The activist hedge fund manager said in a regulatory filing Monday that his offer to purchase all of the outstanding common shares of Lions Gate Entertainment Corp. for $7.50 per share in cash has expired.

与以前的五个场合不同，他没有延长提供的日期。相反，icahn表示，他正在撤销报价，因为尚未满足关键条件。

He had called on the New York State Supreme Court to grant, by 11:59 p.m., Vancouver time, on Friday, his motion for a preliminary injunction preventing the Lions Gate shares issued on July 20 to a fund controlled by director Mark Rachesky from being voted at the annual shareholder meeting on Tuesday, December 14.

As a result, he said he will not purchase any of the Lions Gate stock tendered in the offer. He also said all Lions Gate shares previously tendered and not withdrawn will be returned promptly.

Back in July, the company issued Rachesky 16.2 million new shares, thus diluting Icahn’s stake to its current 33 percent or so. Icahn had been asking the court to cancel that deal, or convert Rachesky’s stock into nonvoting shares.

“我们感到失望的是，我们对初步禁令的动议禁止投票发出的股东雷切斯基的股票的投票未被授予，”伊坎在周一的申请中表示。然而，他指出，法官同意在未来几个月内就此事进行全面审判，并将要求狮子大门在案件中裁决后2011年9月再次举行股东大会。

投资者clearly did not see this coming. The stock is down more than 4 percent Monday to about $7.13. However, this move and the stock’s reaction could work in Icahn’s favor.

Remember, Icahn’s contentious fight with Lions Gate is hardly over. On Tuesday, the company is holding its annual meeting. Shareholders will able to vote for the five director nominees Icahn separately put up for election. He has at least one critical ally.

The very influential Institutional Shareholder Services (ISS) is backing his slate of directors.

With the stock down close to $7, Icahn can now argue that without the specter of a takeover by the octogenarian corporate raider, shareholders have less confidence in the future of the company, and current management.

And even if he loses the battle on Tuesday, shareholders could be assembling again within nine months if the Judge rules in Icahn’s favor over the Rachesky matter.

This battle is far from over.