UPDATE 1-Icahn says Lions Gate win "virtually impossible"

* Winning Lions Gate proxy “virtually impossible” – Icahn

* Says tender expires

* Will continue to aggressively protect investment

By Sue Zeidler

LOS ANGELES, Dec 13 (BestGrowthStock) – Carl Icahn said it would be
“virtually impossible” to win board seats at Lions Gate
Entertainment Corp’s (LGF.N: ) annual meeting after a court
denied his motion to block a big investor from voting his full

But the billionaire activist shareholder vowed to
aggressively protect his investment and urged shareholders to
vote their dissatisfaction with the studio that is home to the
hit television series “Mad Men,” at the annual meeting on
Tuesday in Los Angeles.

“We recognize that it is now virtually impossible for us to
prevail in the proxy contest due to the dilutive transaction in
question. Nevertheless, we encourage shareholders to voice
their dissatisfaction by voting for our slate of nominees,”
Icahn said in a statement.

Last Thursday, Lions Gate scored a key court victory
against its largest shareholder and hostile suitor, when a New
York judge denied Icahn’s motion seeking an injunction to block
Lions Gate’s second-largest shareholder, Mark Rachesky, from
voting shares he got in a debt-for-equity swap in July.

Icahn, whose hostile $7.50-a-share takeover tender offer
expired on Monday, had sought to unwind the Rachesky
transaction that effectively diluted his stake from 38 percent
to 33 percent. He said he would not buy any shares tendered in
the offer because the bid had been conditioned on receipt of
the injunction.

The matter is not entirely over, however. Icahn said on
Monday he was pleased there would be a full trial on the issue
in the next few months, requiring Lions Gate to hold another
shareholder meeting in September.

Icahn recently scored some points with institutional
investors due to reports issued by proxy advisory firms, which
took the company’s financial performance to task.

Glass Lewis & Co last week urged shareholders to reject
Icahn’s slate, saying the billionaire lacked a clear plan to
revive the company. But it also cited the company’s cumulative
net loss of about $274.6 million for the five fiscal years
ended March 31, 2010 and said it paid its executives more than
its peers but performed moderately worse.

Egan-Jones urged full support for Icahn’s slate, while ISS
supported three of Icahn’s five nominees, saying the company’s
performance over the past five years causes doubt about its
pace toward profitability.
(Editing by Gerald E. McCormick)

UPDATE 1-Icahn says Lions Gate win "virtually impossible"