NEW YORK, Feb. 16 /CNW/ - Carl C. Icahn announced today that certain of his affiliated entities (the "Icahn Group"), which collectively hold approximately 18.9% of Lions Gate Entertainment Corp.'s outstanding common shares, intend to initiate a tender offer (the "Offer") for up to 13,164,420 common shares of Lions Gate which, together with the common shares they already own, would constitute approximately 29.9% of the outstanding common shares of Lions Gate. The purchase price in the Offer will be USD $6.00 per share in cash. Shareholders will be entitled to elect to receive payment in Canadian dollars.
Among other customary conditions, the Offer will be conditioned on Lions Gate not entering into any material transaction outside of the ordinary course of business (including any acquisition of assets over $100 million, and any issuance of securities other than upon the exercise of currently outstanding options).
Lions Gate has stated that its senior revolving credit facility provides that a change of control, which includes a person or group acquiring ownership or control in excess of 20% of its outstanding common shares, will be an event of default that permits lenders to accelerate the maturity of borrowings thereunder. If such an event of default or acceleration occurs, it will not be a condition allowing the Icahn Group to withdraw the Offer. However, it is our understanding that any such event of default could be avoided through a waiver by the lenders under the senior revolving credit facility or through Lions Gate's prepayment or elimination of the senior revolving credit facility.
Additionally, the Offer will not be subject to financing.
The terms and conditions of the Offer will be set forth in an Offer to Purchase, Letter of Transmittal and other related materials to be distributed to holders of the Common Shares and filed with the SEC as exhibits to the Icahn Group's Schedule TO and with the Canadian securities authorities on SEDAR.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER DESCRIBED ABOVE. THE OFFER WILL BE MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE ICAHN GROUP WILL DISTRIBUTE TO HOLDERS OF COMMON SHARES AFTER THESE DOCUMENTS ARE FILED WITH THE SEC AS EXHIBITS TO ITS SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR. HOLDERS OF COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. AFTER THE ICAHN GROUP FILES ITS SCHEDULE TO AND ASSOCIATED EXHIBITS WITH THE SEC AND WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR, HOLDERS OF COMMON SHARES MAY OBTAIN A FREE COPY OF THE OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE ICAHN GROUP WILL BE FILING (1) WITH THE SEC AT THE SEC'S WEB SITE AT WWW.SEC.GOV AND (2) WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR AT WWW.SEDAR.COM.
SOURCE LIONS GATE ENTERTAINMENT CORP.
For further information: For further information: Susan Gordon, (212) 702-4309