Reconciliation for Lionsgate, Icahn?

Vancouver studio and activist shareholder to talk settlement, company confirms

Carl Icahn and Lionsgate are in discussions to end their ongoing battle for control of the Canadian studio.

Lionsgate in a U.S. regulatory filing on Monday indicated for the first time that the activist shareholder approached the Vancouver-based company about possible settlement talks, which Lionsgate will undertake.

‘The [Lionsgate] board believes that it would now be appropriate to respond to the Icahn Group’s recent communications to determine whether there may be a basis on which to engage in negotiations and will do so today,’ said Lionsgate, striking a cautionary tone.

Icahn’s latest overture comes as his $7 per-share tender offer is set to expire Friday with no assurance the corporate raider has enough shareholder support to seize control of Lionsgate. Should he fail with his tender offer, Icahn would have to wage a costly proxy fight.

Lionsgate last week secured 56% approval by shareholders for a poison pill defense.

The makings of an agreement will likely see Icahn drop his legal and corporate battle against Lionsgate’s current senior management, in return for much-coveted seats in the company’s 12-member boardroom. Icahn is expected to choose several Canadians as his representatives to comply with the country’s foreign ownership rules.

He earlier insisted a Lionsgate under his control will remain incorporated in Canada, even though senior management run the company out of Santa Monica.

Lionsgate, preparing for a post-settlement regime, said it has set aside $16 million to pay out senior executives, including CEO Jon Feltheimer and vice-chairman Michael Burns, should they be fired ‘without cause’ by Icahn.

A settlement at Lionsgate will also erase a question mark over the company’s continued film and TV production commitment in Canada, given earlier talk of shifting the company domicile southwards.

Meanwhile, Lionsgate received a full-series green light Monday from Fox for Wilde’s Kingdom, a half-hour comedy that will shoot in Vancouver. Lionsgate is also shooting a second comedy, Blue Mountain State, in Montreal, and recently shot the Missing and The Dresden Files series in Toronto.