UPDATE 4-Lions Gate shareholders vote for poison pill

* 56 pct in favor of poison pill, 44 pct against

* 91 pct of shares voted

* Icahn owns 18.6 pct of shares

* Analysts say vote has no impact right now
(Adds response from Icahn; all figures in U.S. dollars)

By Pav Jordan and Alex Dobuzinskis

TORONTO/LOS ANGELES, May 12 (BestGrowthStock) – Shareholders of
Lions Gate Entertainment Corp (LGF.N: ), the Hollywood studio
behind “Saw” and “Mad Men”, voted on Wednesday in favor of a
poison pill defense against unsolicited takeover bids, even
after a court declared the move invalid.

Holders of about 56 percent of the company’s shares voted
in favor of the shareholder rights plan, designed to fend off a
$7 a share takeover bid from billionaire investor Carl Icahn,
who owns 18.6 percent of the studio.

“I think this (vote) is one step in a process and I would
hope it would send a message to Mr. Icahn at the end that his
offer is very very insufficient, and our shareholders continue
to say that to him,” Lions Gate Chief Executive Jon Feltheimer
said after the vote in Toronto.

Icahn, among the world’s most famous corporate raiders, has
held Lions Gate shares since 2006 and has been frustrated with
management and the performance of the stock, which is down from
a high of $12 in 2007 to around $7.

He said in a statement that the vote on Wednesday, in which
44 percent opposed the poison pill, indicates shareholder
dissatisfaction with management, including Feltheimer.

Icahn, who intends to replace Lions Gate’s board with his
own slate of nominees if his bid is successful, also described
Feltheimer’s optimistic view of the vote as “amusing”.

Lions Gate has some 20 shows airing on 10 different
networks, including “Mad Men”, “Weeds” and “Nurse Jackie”.

The studio’s feature film business has generated recent
hits such as the critically acclaimed “Precious”, as well as
“Kick-Ass”, which recently opened at No. 1 at the North
American box office.

Last week, in a victory for Icahn, the British Columbia
Court of Appeal upheld a regulatory decision invalidating the
poison pill plan, which would have allowed shareholders to buy
more stock at a discount, as a way to block Icahn.

The company, which operates out of Santa Monica,
California, has its corporate offices in Vancouver and is
subject to Canadian securities law.

Alan Gould, an analyst with Soleil-Gould Research Corp.,
said the shareholder vote on Wednesday “has no impact right

“It seems like an unlikely event for the court to overturn
it at any point in time,” he said.

Getting the plan approved by a shareholders vote allows the
company to get the shareholders’ preference on record.

“The courts have annulled the poison pill, so they’re doing
the vote for academic purposes if you will. It’s kind of a ‘so
what?'” said Matthew Harrigan, an analyst with Wunderlich

Lions Gate declined to comment on its next move, or if it
planned to be talking to Icahn again.

“Whatever conversations happen after this, we’ll see,” said

As of April 30, a total of 6.6 million shares had been
tendered to Icahn’s offer, or less than 6 percent of the
outstanding shares, according to Reuters data.

The billionaire investor said earlier this week that about
7.4 million shares had been tendered as he extended the
duration of his offer to May 21.

“I think a lot of shareholders feel the $7 bid is indeed
inadequate, as the company has said,” said Gould.

The offer is far above the year low for the stock of $4.51,
set in May 2009, but below the $7.18 hit last month. The was
shares were nearly unchanged at $6.91 on Wednesday on the New
York Stock Exchange.

Icahn is not obliged to take up the shares unless he gets
to a position that will put him in control of more than 50
percent of Lions Gate stock.

“Icahn could cause some trouble, but I still think it’s
unlikely that he gets the company at this price,” said

Stock Market Research

(Reporting by Pav Jordan and John McCrank in Toronto, and by
Alex Dobuzinskis in Los Angeles; editing by Peter Galloway and
Rob Wilson)

UPDATE 4-Lions Gate shareholders vote for poison pill