Billionaire investor Carl Icahn launched an offer on Friday to buy Lions Gate Entertainment Corp
Shareholders are unlikely to bite, because Icahn's offer is low, but Icahn hopes to prevent Lions Gate from overpaying for the struggling studio behind the James Bond franchise, analysts say.
Sources have said bids for MGM are due Friday. Shares of Lions Gate were up 0.7 percent at $6.01 on the New York Stock Exchange -- 1 cent above Icahn's offer price.
He has to realize that with the shareholder ownership (of Lions Gate) so concentrated among a few firms, he's not going to get to 50 percent. Those guys don't want to sell at $6, said Matthew Harrigan, an analyst with Wunderlich Securities.
Icahn's move certainly makes it more difficult for Lions Gate to mount a bid, Harrigan said.
Mark Rachesky, Icahn's former investment chief, and his MHR Fund Management own 20 percent of Lions Gate as its single largest shareholder. He has not expressed interest in Icahn's offer but has said he supported Lions Gate's board.
Lions Gate, which backs the Saw franchise and critically acclaimed Mad Men TV series, is keen on picking up MGM's library of mostly older hits to bolster its own. Media companies are pondering similar acquisitions in an effort to build content, as movie audiences migrate in greater numbers to on-demand video and Internet streaming.
But in a statement, Icahn appeared to question Lions Gate's interest in MGM -- which was not mentioned by name -- citing dwindling DVD sales as contributing to the decline in all film-library values.
It should be up to the shareholders to determine if they wish to more than 'double down' on another library, especially in light of the company's admitted 'substantial degree of leverage,' Icahn said in the statement.
The activist investor, who has publicly held the studio to task for its $255 million acquisition of TV Guide in 2009, has now offered to buy all of Lions Gate's outstanding common shares for $6 apiece, amending a February offer to buy 13.2 million shares at the same price.
HOW LOW CAN YOU GO?
The investor, who owns slices in a broad swathe of U.S. companies such as American Railcar Industries Inc
A representative for Lions Gate did not return calls.
Lions Gate's board has turned down Icahn's offer as too low. It recently proposed that its shareholders adopt a defensive rights plan, or poison pill, to help ward off attempts to accumulate shares.
Icahn said on Friday he has no interest in raising his offer, which he argues is already $1.15 higher than the $4.85 closing price on February 4 -- before he launched his first offer.
Icahn said he intended to pursue legal action against Lions Gate's poison pill. If his offer were successful, his firm, the Icahn Group, would replace the studio's board of directors with its own nominees, he said.
Lions Gate is expected to put in a second-round bid for MGM, sources familiar with the matter have told Reuters. Bids for MGM are due Friday, and the sources also expect Time Warner and Len Blavatnik's Access Industries to make offers.
Some investors are nervous that a change of control of Lions Gate might trigger debt obligations that Lions Gate might not be able to fulfill.
Lions Gate has said if Icahn increased his stake in the company beyond 20 percent, it could trigger a change of control clause in the company's revolving bank loan facility, which would constitute a technical default.
As a result, bank lenders could accelerate the maturity of outstanding debt and bond holders could do the same.
(Editing by Edwin Chan and Gerald E. McCormick)