Leading Independent Proxy Advisory Firm RiskMetrics Group Recommends That Shareholders Vote AGAINST the Poison Pill Adopted by the Board of Directors of Lions Gate Entertainment

NEW YORK, April 23 /PRNewswire/ -- Carl C. Icahn today announced that RiskMetrics Group, Inc. (formerly Institutional Shareholder Services or ISS), the leading independent proxy advisory firm, has recommended that shareholders of Lions Gate Entertainment Corp. vote "AGAINST" the Poison Pill adopted by Lions Gate's board of directors.  

In its report published on April 22, 2010, RiskMetrics stated that Lions Gate's poison pill "(i) does not permit partial bids and therefore precludes shareholders from accepting a takeover bid that would otherwise qualify as a permitted bid; (ii) grants the board's discretion to increase the plan triggering threshold which may permit defensive issue of securities to be made to a person that the board favours over an offeror; (iii) makes references to "Derivative Contracts", and as a result, the Receiving Party of a "Derivative Contract" may be deemed to beneficially own securities that it has no right to acquire; (iv) inappropriately carves out the offeror's votes for approval of the plan under the unique circumstances; (iv) contains certain other key definitions that do not meet "new generation" guidelines. On the basis of the foregoing, the plan does not warrant support."(1)

Carl C. Icahn reacted to RiskMetrics' recommendation by commenting: "I am pleased to see that RiskMetrics recognizes that shareholders should have the right to decide for themselves whether they wish to participate in our tender offer – without being impeded by entrenchment devices such as poison pills. Based on their report, it is clear that they conducted a thorough review of the company and the numerous factors involved in the current situation. The fact that they concluded, and recommended, that Lions Gate shareholders should vote AGAINST the Poison Pill is very good news for all shareholders."

As we have stated numerous times before, we believe the "voting" process mandated by Lions Gate's board of directors for the upcoming special meeting of shareholders on May 4, 2010 is flawed in many respects. The Poison Pill as originally adopted by Lions Gate's board was a blatant attempt at unfair gerrymandering because it provided that the votes attached to our shares would NOT be counted while the votes attached to shares held by those who are promoting the Pill (the executive officers and directors of Lions Gate – who have divergent interests in the outcome of the vote) WOULD be counted. Yesterday's report by RiskMetrics correctly called the board out for this impropriety. In a last ditch effort to salvage the Pill, the board today announced certain amendments to the Pill. This changes nothing. The Pill and the "voting" process are still gravely deficient and unfair. The board has intentionally structured the special meeting so as to maximize the likelihood that the views of the board will be imposed on those Lions Gate shareholders who would otherwise tender their shares in our offer. In particular, because the board fixed the record date for the special meeting as of March 23, 2010, there are many Lions Gate shareholders who acquired their shares after the record date who will not be eligible to vote their shares at the meeting. Accordingly, Lions Gate shareholders who, absent the Poison Pill, would otherwise be free to tender their shares in our offer, will be excluded from voting at the meeting. These shareholders will therefore have no voice in deciding whether the Pill remains in place – notwithstanding that the function of the Pill is to deprive them of the ability to tender their shares in our offer. We have applied to the British Columbia Securities Commission for an order terminating the effect of the Poison Pill, and that application will be heard by the Commission on April 26, 2010.

Although we believe the "voting" process mandated by Lions Gate's board of directors is unfair, we nevertheless urge you – whether or not you intend to tender your shares into our offer – to VOTE AGAINST THE POISON PILL!

The Icahn Group's offer to purchase up to all of the outstanding common shares of Lions Gate for $7.00 per share in cash is open for acceptance until 8:00 p.m., New York City time, on April 30, 2010, unless extended or withdrawn. The complete terms and conditions of the tender offer are set forth in the Offer to Purchase dated March 1, 2010, as amended by the Notice of Variation and Extension dated March 19, 2010 and the Notice of Variation dated April 16, 2010.

Shareholders with questions about the tender offer may call D.F. King & Co., Inc., the Information Agent, toll-free at 800-859-8511 (banks and brokers call 212-269-5550).

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 IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 1, 2010, AS AMENDED BY THE NOTICE OF VARIATION AND EXTENSION DATED MARCH 19, 2010 AND THE NOTICE OF VARIATION DATED APRIL 16, 2010, THAT THE ICAHN GROUP DISTRIBUTED TO HOLDERS OF COMMON SHARES AND FILED WITH THE SEC AS EXHIBITS TO ITS AMENDED SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR. HOLDERS OF COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND THE NOTICE OF VARIATION AND EXTENSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. HOLDERS OF COMMON SHARES MAY OBTAIN A FREE COPY OF THE AMENDED SCHEDULE TO, THE OFFER TO PURCHASE, THE NOTICE OF VARIATION AND EXTENSION 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. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENTS AND OTHER DOCUMENTS RELATED TO THE SOLICITATIONS OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF LIONS GATE FOR USE AT THE MAY 4, 2010 SPECIAL MEETING OF SHAREHOLDERS AND AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATIONS. WHEN COMPLETED, DEFINITIVE PROXY STATEMENTS AND FORMS OF PROXIES WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SEC'S WEB SITE AT WWW.SEC.GOV AND ON SEDAR AT WWW.SEDAR.COM. INFORMATION RELATING TO PARTICIPANTS IN SUCH PROXY SOLICITATIONS IS CONTAINED IN THE AMENDED SCHEDULE TO THAT WAS FILED WITH THE SEC AND SEDAR ON MARCH 19, 2010.

(1) Permission to use this quote was neither sought nor obtained (emphasis added).

SOURCE Carl Icahn




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