Carl Icahn plans proxy fight to take over Lions Gate board


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In his most aggressive move yet against Lions Gate Entertainment, Carl Icahn is planning to launch a proxy fight to take control of the company’s board of directors.

During an interview Tuesday following his announcement that he has eliminated the minimum ownership requirement of his $7-per-share tender offer to buy the Santa Monica film and television studio’s stock, Icahn told The Times: ‘The management of this company in the last 12 months has spent $163 million for corporate G&A [general and administrative spending in calendar 2009], which is reprehensible for a company of this size.


‘Why hasn’t the board held management accountable for this and other mistakes?’ Icahn said. ‘Instead, they have chosen to reward management by setting up a $16-million trust for severance payments. We have lost confidence in the management and the board and therefore plan to have a proxy fight.’

Before that can happen, Lions Gate has to announce a date for its annual shareholders meeting in Toronto, which traditionally takes place in mid-September, and nominate a slate of directors. Icahn said that prior to the meeting he will put up his own slate, which will include his son Brett, who works for his New York-based investment firm.

Icahn said that if he prevails in the proxy fight, he intends ‘to keep the parent company in Canada and continue making movies and television shows there.’

However, the investor has previously said he would sell Lions Gate’s Canadian distribution company Maple Pictures.

A Lions Gate spokesman declined to comment on Icahn’s remarks.

Tuesday’s developments come on the same day that Lions Gate is set to announce its financial results for the fiscal year ended March 31, and three days before Lions Gate will release its most expensive movie ever, ‘Killers,’ an action comedy starring Ashton Kutcher and Katherine Heigl that cost more than $70 million. Lions Gate presold the international rights to the picture, bringing its total investment before marketing and distribution costs to around $40 million.

The studio is not showing the film to critics before Friday’s release.


--Claudia Eller


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