Yesterday, Carl Icahn’s former associate, Mark Rachesky, believed to be an ally of Icahn’s in the corporate raider’s attempt to shake things up at Lionsgate, came out in support of the studio’s current management.
Who knows if Icahn knew what his former employee was doing? He was, after all, unwilling to agree to Lionsgate’s standstill agreement during board negotiations reportedly because he was afraid that Rachesky would increase his stake in the studio and launch a proxy fight. But if he thought he had a supporter in the man who now owns nearly 20% of Lionsgate’s stock, he was mistaken.
In a regulatory filing yesterday, Rachesky said that there were no “relationships” between his funds and other Lionsgate investors and that he was “principally supportive” of Lionsgate’s management and strategies.
Rachesky’s support for Lionsgate will make it harder for Icahn to convince its investors to vote for his board nominees in the event of a proxy contest, the New York Post notes.
Nonetheless, Rachesky also seems to be looking to shake things up at the studio. He said in yesterday’s filing that he and Lionsgate had had their own conversations about giving him a board seat and that he might propose that Lionsgate make a transaction to increase shareholder value.
Prior to the date hereof, the Reporting Persons had on file with the Securities and Exchange Commission a Schedule 13G with respect to their beneficial ownership of Common Shares. In recent days, the Reporting Persons have had communications with the Issuer, including preliminary communications regarding the possibility of adding a nominee designated by the Reporting Persons to the Issuer’s board of directors, and may in the future engage in such or other communications with regard to such or other matters that may facilitate implementation of the Reporting Persons’ investment strategies and objectives.
The Common Shares reported in this Statement were acquired by the Reporting Persons based on their view that such shares represented an attractive investment opportunity. The Reporting Persons review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities.
The Reporting Persons are principally supportive of the Issuer’s management and their publicly stated strategies.
The Reporting Persons may from time to time and at any time, in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise.
Depending upon a variety of factors, the Reporting Persons may from time to time and at any time, in their sole discretion, consider, formulate and implement various plans or proposals intended to enhance the value of their current or future investment in the Issuer, enhance shareholder value or enhance the value of the Issuer’s assets, or that may involve other extraordinary matters relating to the Issuer, including, among other things, proposing or effecting any transaction or matter that would constitute or result in any of the transactions, matters or effects enumerated in Item 4(a)-(j) of Schedule 13D.
The information set forth in this Item 4 is subject to change from time to time and at any time, and there can be no assurances that the discussions described in this Item 4 will continue or occur or that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions.
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person, including any other securityholder of the Issuer, with respect to any securities of the Issuer.
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