DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL Soliciting Material

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ¨                            Filed by a Party other than the Registrant  x

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

x Soliciting Material Pursuant to § 240.14a-12

Lions Gate Entertainment Corp.

(Name of Registrant as Specified In Its Charter)

Carl C. Icahn

Brett Icahn

Icahn Partners LP

Icahn Partners Master Fund LP

Icahn Partners Master Fund II LP

Icahn Partners Master Fund III LP

Icahn Fund S.à r.l.

Daazi Holding B.V.

High River Limited Partnership

Hopper Investments LLC

Barberry Corp.

Icahn Onshore LP

Icahn Offshore LP

Icahn Capital LP

IPH GP LLC

Icahn Enterprises Holdings L.P.

Icahn Enterprises G.P. Inc.

Beckton Corp.

7508921 Canada Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

 

  1) Title of each class of securities to which transaction applies:

      

 

  2) Aggregate number of securities to which transaction applies:

          

 

  3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

  4) Proposed maximum aggregate value of transaction:

          

 

  5)   Total fee paid:

          

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1) Amount Previously Paid:

          

 

  2) Form, Schedule or Registration Statement No.:

          

 

  3) Filing Party:

          

 

  4) Date Filed:

          

 

 

 

 


On July 1, 2010, Amendment No. 20 to Schedule TO (the “Amendment”) was filed on behalf of Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund II LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Fund S.à r.l., a limited liability company governed by the laws of Luxembourg, Daazi Holding B.V., a limited liability company governed by the laws of The Netherlands, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, 7508921 Canada Inc., a corporation governed by the laws of Canada, Carl C. Icahn, and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, in respect of a press release dated July 1, 2010, issued in connection with the offer by Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, High River Limited Partnership, Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc., and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, to purchase up to all of the issued and outstanding common shares of Lions Gate Entertainment Corp. The Amendment and the exhibit thereto are filed herewith as Exhibit 2.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP. FOR USE AT ITS ANNUAL GENERAL MEETING, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT WWW.SEC.GOV AND ON SEDAR AT WWW.SEDAR.COM. INFORMATION RELATING TO PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE AMENDED SCHEDULES TO FILED WITH THE SEC AND ON SEDAR ON MARCH 19, 2010 AND APRIL 16, 2010.


EXHIBIT 1

PARTICIPANTS

The participants in the solicitation of proxies (the “Participants”) will include the following: Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Fund S.à r.l., Daazi Holding B.V., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., 7508921 Canada Inc., Carl C. Icahn and Brett Icahn.

A DESCRIPTION OF THE DIRECT AND INDIRECT INTERESTS OF EACH OF THE PARTICIPANTS, OTHER THAN BRETT ICAHN, IN LIONS GATE ENTERTAINMENT CORP. IS CONTAINED IN THE OFFER TO PURCHASE AND CIRCULAR THAT IS INCORPORATED BY REFERENCE INTO THE TENDER OFFER STATEMENT ON SCHEDULE TO FILED BY ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, ICAHN FUND S.À R.L., DAAZI HOLDING B.V., HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, ICAHN CAPITAL LP, IPH GP LLC, ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES G.P. INC., BECKTON CORP., 7508921 CANADA INC., CARL C. ICAHN AND RONALD G. ATKEY, IN HIS CAPACITY AS THE SOLE TRUSTEE OF THE LGE TRUST, ON MARCH 1, 2010, AS AMENDED, IN CONNECTION WITH THE OFFER TO PURCHASE UP TO ALL OF THE COMMON SHARES OF LIONS GATE ENTERTAINMENT CORP. BY ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, HIGH RIVER LIMITED PARTNERSHIP, ICAHN FUND S.À R.L., DAAZI HOLDING B.V., 7508921 CANADA INC. AND RONALD G. ATKEY, IN HIS CAPACITY AS THE SOLE TRUSTEE OF THE LGE TRUST. A COPY OF THE SCHEDULE TO IS AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT WWW.SEC.GOV AND ON SEDAR AT WWW.SEDAR.COM AND COPIES OF THE OFFER TO PURCHASE AND CIRCULAR, THE NOTICES OF VARIATION AND EXTENSION, THE NOTICE OF VARIATION AND CHANGE IN INFORMATION, THE NOTICES OF EXTENSION AND CHANGE IN INFORMATION AND THE NOTICE OF SUBSEQUENT OFFERING PERIOD, EXTENSION AND CHANGE IN INFORMATION AND RELATED MATERIALS HAVE BEEN MAILED TO SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP.

Brett Icahn is an investment analyst for Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP, all of which are investment funds owned and operated by Carl C. Icahn, a position he has held since 2002. Mr. Icahn has served as a director of American Railcar Industries, Inc., a publicly traded railcar manufacturer that is controlled by Carl C. Icahn, since January 2007. Prior to that Mr. Icahn served on the board of directors of HowStuffWorks.com, an internet website that was sold to Discovery Networks in 2007. Brett Icahn is the son of Carl C. Icahn. Mr. Icahn received a B.A. from Princeton University.


EXHIBIT 2


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 20

to

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

LIONS GATE ENTERTAINMENT CORP.

(Name of Subject Company (Issuer))

 

 

Icahn Partners LP

Icahn Partners Master Fund LP

Icahn Partners Master Fund II LP

Icahn Partners Master Fund III LP

Icahn Fund S.à r.l.

Daazi Holding B.V.

High River Limited Partnership

Hopper Investments LLC

Barberry Corp.

Icahn Onshore LP

Icahn Offshore LP

Icahn Capital LP

IPH GP LLC

Icahn Enterprises Holdings L.P.

Icahn Enterprises G.P. Inc.

Beckton Corp.

7508921 Canada Inc.

Carl C. Icahn

Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust

(Names of Filing Persons (Offerors))

Common Shares, no par value per share

(Title of Class of Securities)

535919203

(CUSIP Number of Class of Securities)

Keith L. Schaitkin, Esq.

Associate General Counsel

Icahn Associates Corp. and Affiliated Companies

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4329

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on behalf of Filing Persons)

 

 

Copies to:

 

Donald C. Ross, Esq.

Osler, Hoskin & Harcourt LLP

Box 50, 1 First Canadian Place

Toronto, Ontario M5X 1B8

(416) 362-2111

 

Jason J. Comerford, Esq.

Osler, Hoskin & Harcourt LLP

620 8th Avenue, 36th Floor

New York, New York 10036

(212) 867-5800

 

 

CALCULATION OF FILING FEE

 
Transaction Valuation:   Amount of Filing Fee:
$718,992,197(1)   $51,264.14(2)
 
 

 

(1)

Estimated solely for the purpose of calculating the fee in accordance with the Rule 0-11 of the Securities Exchange Act of 1934.

 

(2)

The amount of the fee is based upon the product of 124,690,360 Lions Gate common shares issued and outstanding (which includes Lions Gate common shares underlying currently outstanding stock options and restricted share units of Lions Gate) as reported by Lions Gate in its public filings with the Securities and Exchange Commission (less the 21,977,189 Lions Gate common shares held by the Offeror) at a price of US$7.00 per share.

 

x

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount previously paid:

 

$51,264.14

  

Filing Party:

  

Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Fund S.à r.l., Daazi Holding B.V., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., 7508921 Canada Inc., Carl C. Icahn and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust

Form or registration no.:

 

Schedule TO-T and

Amendment No. 1 and

Amendment No. 4 thereto

  

Date Filed:

  

March 1, 2010, March 19, 2010 and April 16, 2010, respectively

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x

third-party tender offer subject to Rule 14d-1.

 

¨

issuer tender offer subject to Rule 13e-4.

 

¨

going-private transaction subject to Rule 13e-3.

 

x

amendment to Schedule 13D under Rule 13d-2.

 

Check

the following box if the filing is a final amendment reporting the results of the tender offer:  x

 

 

 


COMBINED SCHEDULE TO

AND

AMENDMENT NO. 35 TO SCHEDULE 13D

This Amendment No. 20 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on March 1, 2010, as previously amended and supplemented by Amendment No. 1 thereto filed on March 19, 2010, Amendment No. 2 thereto filed on March 24, 2010, Amendment No. 3 thereto filed on April 8, 2010, Amendment No. 4 thereto filed on April 16, 2010, Amendment No. 5 thereto filed on April 19, 2010, Amendment No. 6 thereto filed on April 23, 2010, Amendment No. 7 thereto filed on April 26, 2010, Amendment No. 8 thereto filed on April 28, 2010, Amendment No. 9 thereto filed on April 30, 2010, Amendment No. 10 thereto filed on May 3, 2010, Amendment No. 11 thereto filed on May 10, 2010, Amendment No. 12 thereto filed on May 12, 2010, Amendment No. 13 thereto filed on May 21, 2010, Amendment No. 14 thereto filed on June 1, 2010, Amendment No. 15 thereto filed on June 9, 2010, Amendment No. 16 thereto filed on June 11, 2010, Amendment No. 17 thereto filed on June 14, 2010, Amendment No. 18 thereto filed on June 17, 2010 and Amendment No. 19 thereto filed on June 28, 2010, on behalf of Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund II LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Fund S.à r.l., a limited liability company governed by the laws of Luxembourg, Daazi Holding B.V., a limited liability company governed by the laws of The Netherlands, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, 7508921 Canada Inc., a corporation governed by the laws of Canada, Carl C. Icahn and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, relating to the offer by Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, High River Limited Partnership, Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust (the “Offeror”), to purchase up to all of the issued and outstanding common shares (the “Shares”) of Lions Gate Entertainment Corp. (“Lions Gate”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular, dated March 1, 2010, as amended and supplemented from time to time (the “Offer and Circular”), and in the related Letter of Acceptance and Transmittal (the “Letter of Transmittal”) and Notice of Guaranteed Delivery (which, together with this Amendment and any other amendments or supplements thereto, constitute the “Offer”). The information set forth in the Offer and Circular and the related Letter of Transmittal and Notice of Guaranteed Delivery is incorporated by reference with respect to Items 1 through 11 of this Schedule TO. The Offer is only to purchase the Shares and is not made for any options, warrants or other rights to acquire Shares.

As permitted by General Instruction G to Schedule TO, this Amendment No. 20 to Schedule TO is also an amendment to the joint statement on Schedule 13D filed on October 20, 2008 by the Offeror (other than Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust).

 


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

High River Limited Partnership

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    8,954,490

  

  8

  

SHARED VOTING POWER

 

    0

  

  9

  

SOLE DISPOSITIVE POWER

 

    8,954,490

  

10

  

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    8,954,490

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.57%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Hopper Investments LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    8,954,490

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    8,954,490

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    8,954,490

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.57%

14

 

TYPE OF REPORTING PERSON

 

    OO


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Barberry Corp.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    8,954,490

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    8,954,490

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    8,954,490

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.57%

14

 

TYPE OF REPORTING PERSON

 

    CO


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Partners Master Fund LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    15,372,255

  

  8

  

SHARED VOTING POWER

 

    0

  

  9

  

SOLE DISPOSITIVE POWER

 

    15,372,255

  

10

  

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    15,372,255

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    13.00%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Partners Master Fund II LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    5,381,689

  

  8

  

SHARED VOTING POWER

 

    0

  

  9

  

SOLE DISPOSITIVE POWER

 

    5,381,689

  

10

  

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    5,381,689

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    4.55%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Partners Master Fund III LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    2,032,423

  

  8

  

SHARED VOTING POWER

 

    0

  

  9

  

SOLE DISPOSITIVE POWER

 

    2,032,423

  

10

  

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    2,032,423

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.72%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Offshore LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    22,786,367

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    22,786,367

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    22,786,367

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    19.27%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Partners LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    13,031,594

  

  8

  

SHARED VOTING POWER

 

    0

  

  9

  

SOLE DISPOSITIVE POWER

 

    13,031,594

  

10

  

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    13,031,594

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    11.02%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Onshore LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    13,031,594

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    13,031,594

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    13,031,594

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    11.02%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Capital LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    35,817,961

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    35,817,961

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    35,817,961

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    30.29%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

IPH GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    35,817,961

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    35,817,961

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    35,817,961

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    30.29%

14

 

TYPE OF REPORTING PERSON

 

    OO


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Enterprises Holdings L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    35,817,961

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    35,817,961

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    35,817,961

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    30.29%

14

 

TYPE OF REPORTING PERSON

 

    PN


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Icahn Enterprises G.P. Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    35,817,961

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    35,817,961

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    35,817,961

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    30.29%

14

 

TYPE OF REPORTING PERSON

 

    CO


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Beckton Corp.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    35,817,961

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    35,817,961

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    35,817,961

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    30.29%

14

 

TYPE OF REPORTING PERSON

 

    CO


 

 

CUSIP No. 535919203

 

  1   

NAME OF REPORTING PERSON

 

Carl C. Icahn

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  

  7 

  

SOLE VOTING POWER

 

    0

  

  8

  

SHARED VOTING POWER

 

    44,772,451

  

  9

  

SOLE DISPOSITIVE POWER

 

    0

  

10

  

SHARED DISPOSITIVE POWER

 

    44,772,451

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    44,772,451

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    37.87%

14

 

TYPE OF REPORTING PERSON

 

    IN


Schedule 13D Item Disclosure

 

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on October 20, 2008 (the “Initial 13D”) by the Reporting Persons with respect to the shares of Common Stock, no par value (the “Shares”), issued by Lions Gate Entertainment Corp. (the “Issuer”), is hereby amended to furnish the additional information set forth in this Schedule 13D Item Disclosure. All capitalized terms contained in this Schedule 13D Item Disclosure but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

 

Item 3. Source and Amount of Funds or Other Consideration

On July 1, 2010, subsequent to the expiration on June 30, 2010 of the subsequent offering period of the offer by Carl C. Icahn and his affiliates to purchase up to all of the outstanding Shares (the “Offer”), the Reporting Persons purchased 4,638,702 Shares in open market transactions. The source of funding for the purchase of the Shares was the general working capital of the respective purchasers.

 

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Initial 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, approximately 44,772,451 Shares (including approximately 130,382 Shares that may be deemed to be beneficially owned as a result of the ownership of $1,154,000 in aggregate principal amount of 2024 Notes and $429,000 in aggregate principal amount of 2025 Notes), representing approximately 37.87% of the Issuer’s outstanding Shares (based upon the sum of (i) 118,108,487 Shares stated to be outstanding as of May 21, 2010 by the Issuer in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2010 for the year ended March 31, 2010 and (ii) approximately 130,382 Shares that may be deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act). (1)

(1) See footnote 1 to Item 3 of Amendment No. 11 to Schedule 13D, filed by the Reporting Persons with the SEC on June 5, 2009.

The first paragraph of Item 5(b) of the Initial 13D is hereby amended and restated in its entirety as follows:

(b) High River may be deemed to have sole voting power and sole dispositive power with regard to 8,954,490 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Hopper, Barberry and Carl C. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Master may be deemed to have sole voting power and sole dispositive power with regard to 15,372,255 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Master II may be deemed to have sole voting power and sole dispositive power with regard to 5,381,689 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Master III may be deemed to have sole voting power and sole dispositive power with regard to 2,032,423 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Icahn Partners may be deemed to have sole voting power and sole dispositive power with regard to 13,031,594 Shares (including Shares that may be deemed to be beneficially owned as a result of the ownership of Notes). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

Item 5(c) of the Initial 13D is hereby amended to add the following:

The following table sets forth all transactions with respect to Shares effected by any of the Reporting Persons since their last filing on Schedule 13D on June 28, 2010. All transactions on June 29, 2010 and June 30, 2010 were made pursuant to the subsequent offering period of the Offer. All transactions on July 1, 2010 were purchases of Shares effected in the open market after the termination of the Offer, and the table includes commissions paid in per share prices for such open market purchases.

 

Name of

Reporting Person

  Date of Transaction  

No. of Shares

Purchased

 

Purchase Price Per

Share (U.S.$)

High River

  June 29, 2010   135,718   $7.00

High River

  June 30, 2010   180,927   $7.00

High River

  July 1, 2010   927,740   $7.00
       

Icahn Partners

  June 29, 2010   197,531   $7.00

Icahn Partners

  June 30, 2010   263,330   $7.00

Icahn Partners

  July 1, 2010   1,350,279   $7.00
       

Icahn Master

  June 29, 2010   232,984   $7.00

Icahn Master

  June 30, 2010   310,596   $7.00

Icahn Master

  July 1, 2010   1,592,641   $7.00
       

Icahn Master II

  June 29, 2010   81,557   $7.00

Icahn Master II

  June 30, 2010   108,724   $7.00

Icahn Master II

  July 1, 2010   557,508   $7.00
       

Icahn Master III

  June 29, 2010   30,799   $7.00

Icahn Master III

  June 30, 2010   41,058   $7.00

Icahn Master III

  July 1, 2010   210,534   $7.00

Schedule TO Item Disclosure

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

“On July 1, 2010, Carl C. Icahn issued a press release announcing that, as of the previous night’s expiration of the subsequent offering period with respect to the offer by his affiliated entities to purchase any and all of the outstanding common shares of Lions Gate Entertainment Corp. for $7.00 per share in cash, an additional 2,433,074 shares were tendered into the offer. All of the shares tendered during the subsequent offering period were taken up and accepted for payment. Combined with the 15,593,104 shares taken up by Mr. Icahn’s affiliated entities during the initial offering period that ended on June 16, 2010, Mr. Icahn and his affiliated entities now beneficially own 40,003,367 Lions Gate common shares, representing approximately 33.9% of the shares outstanding.”

 

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

 

Exhibit

 

Description

(a)(5)(xxii)

  Press release dated July 1, 2010 (filed herewith)

 

Item 13. Information Required by Schedule 13E-3

Not applicable.


SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

ICAHN PARTNERS LP

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN PARTNERS MASTER FUND LP

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN PARTNERS MASTER FUND II LP

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN PARTNERS MASTER FUND III LP

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN FUND S.À R.L.

By:

 

/S/    KEITH COZZA        

Name:

  Keith Cozza

Title:

  Chief Executive Officer

 

DAAZI HOLDING B.V.

By:

 

/S/    KEITH COZZA        

Name:

  Keith Cozza

Title:

  Chief Executive Officer


HIGH RIVER LIMITED PARTNERSHIP

BY:  

Hopper Investments LLC, its general

partner

BY:   Barberry Corp., its sole member

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

HOPPER INVESTMENTS LLC

BY:

  Barberry Corp., its sole member

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

BARBERRY CORP.

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN ONSHORE LP

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN OFFSHORE LP

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN CAPITAL LP

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory


IPH GP LLC

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

ICAHN ENTERPRISES HOLDINGS L.P.

BY: Icahn Enterprises G.P. Inc., its general

partner

By:

 

/S/    DOMINICK RAGONE        

Name:

  Dominick Ragone

Title:

  Chief Financial Officer

 

ICAHN ENTERPRISES G.P. INC.

By:

 

/S/    DOMINICK RAGONE        

Name:

  Dominick Ragone

Title:

  Chief Financial Officer

 

BECKTON CORP.

By:

 

/S/    EDWARD MATTNER        

Name:

  Edward Mattner

Title:

  Authorized Signatory

 

7508921 CANADA INC.

By:

 

/S/    KEITH COZZA        

Name:

  Keith Cozza

Title:

  Chief Executive Officer

 

 

/S/    CARL C. ICAHN        

Name:   Carl C. Icahn

 

 

/S/    RONALD G. ATKEY        

Name:  

Ronald G. Atkey,

in his capacity as the

sole trustee of the

LGE Trust

Date: July 1, 2010


EXHIBIT INDEX

 

Exhibit

  

Description

(a)(1)(i)

   Offer to Purchase and Circular dated March 1, 2010 (previously filed)

(a)(1)(ii)

   Letter of Acceptance and Transmittal (previously filed)

(a)(1)(iii)

   Notice of Guaranteed Delivery (previously filed)

(a)(1)(iv)

   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (previously filed)

(a)(1)(v)

   Letter to Clients (previously filed)

(a)(1)(vi)

  

Notice of Variation and Extension dated March 19, 2010 (previously filed)

(a)(1)(vii)

   Notice of Variation and Change in Information dated April 16, 2010 (previously filed)

(a)(1)(viii)

   Notice of Extension and Change in Information dated April 30, 2010 (previously filed)

(a)(1)(ix)

  

Notice of Extension and Change in Information dated May 10, 2010 (previously filed)

(a)(1)(x)

   Notice of Extension and Change in Information dated May 21, 2010 (previously filed)

(a)(1)(xi)

   Notice of Variation and Extension dated June 1, 2010 (previously filed)

(a)(1)(xii)

   Notice of Subsequent Offering Period, Extension and Change in Information dated June 17, 2010 (previously filed)

(a)(5)(i)

   Summary Advertisement of the Offerors dated March 1, 2010 (previously filed)

(a)(5)(ii)

   Press release dated March 19, 2010 (previously filed)

(a)(5)(iii)

   Press release dated March 24, 2010 regarding letter to CEO of Lions Gate (previously filed)

(a)(5)(iv)

   Press release dated March 24, 2010 regarding receipt of Advance Ruling Certificate (previously filed)

(a)(5)(v)

   Preliminary Dissident Proxy Circular (previously filed)

(a)(5)(vi)

   Press release dated April 15, 2010 (previously filed)

(a)(5)(vii)

   Amendment No. 1 to Preliminary Dissident Proxy Circular (previously filed)

(a)(5)(viii)

   Press release dated April 23, 2010 (previously filed)

(a)(5)(ix)

   Press release dated April 26, 2010 (previously filed)

(a)(5)(x)

   Press release dated April 27, 2010 (previously filed)

(a)(5)(xi)

   Press release dated April 30, 2010 (previously filed)

(a)(5)(xii)

  

Press release dated May 3, 2010 (previously filed)

(a)(5)(xiii)

  

Press release dated May 10, 2010 (previously filed)

(a)(5)(xiv)

   Press release dated May 12, 2010 (previously filed)

(a)(5)(xv)

   Press release dated May 21, 2010 (previously filed)

(a)(5)(xvi)

   Press release dated June 1, 2010 (previously filed)

(a)(5)(xvii)

   Press release dated June 9, 2010 (previously filed)

(a)(5)(xviii)

   Press release dated June 11, 2010 (previously filed)

(a)(5)(xix)

   Press release dated June 14, 2010 (previously filed)

(a)(5)(xx)

   Press release dated June 17, 2010 (previously filed)

(a)(5)(xxi)

   Press release dated June 28, 2010 (previously filed)

(a)(5)(xxii)

   Press release dated July 1, 2010 (filed herewith)

(h)(1)(i)

   Opinion of Osler, Hoskin & Harcourt LLP regarding Material Canadian Federal Income Tax Considerations dated March 1, 2010 (previously filed)

(h)(1)(ii)

   Opinion of Osler, Hoskin & Harcourt LLP regarding Material U.S. Federal Income Tax Considerations dated March 1, 2010 (previously filed)

(h)(1)(iii)

   Opinion of Osler, Hoskin & Harcourt LLP regarding Material Canadian Federal Income Tax Considerations dated March 19, 2010 (previously filed)

(h)(1)(iv)

   Opinion of Osler, Hoskin & Harcourt LLP regarding Material U.S. Federal Income Tax Considerations dated March 19, 2010 (previously filed)


Exhibit (a)(5)(xxii)

ICAHN HOLDS 33.9% OF LIONS GATE’S OUTSTANDING SHARES;

SUBSEQUENT OFFERING PERIOD ENDS

New York, New York, July 1, 2010

Contact: Susan Gordon (212) 702-4309

Carl C. Icahn today announced that, as of last night’s expiration of the subsequent offering period with respect to the offer by his affiliated entities to purchase any and all of the outstanding common shares of Lions Gate Entertainment Corp. for $7.00 per share in cash, an additional 2,433,074 shares were tendered into the offer. All of the shares tendered during the subsequent offering period were taken up and accepted for payment. Combined with the 15,593,104 shares taken up by Mr. Icahn’s affiliated entities during the initial offering period that ended on June 16, 2010, Mr. Icahn and his affiliated entities now beneficially own 40,003,367 Lions Gate common shares, representing approximately 33.9% of the shares outstanding.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP. (“LIONS GATE”) FOR USE AT ITS ANNUAL GENERAL MEETING, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE AT WWW.SEC.GOV AND ON SEDAR AT WWW.SEDAR.COM. INFORMATION RELATING TO PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE AMENDED SCHEDULES TO FILED WITH THE SEC AND ON SEDAR ON MARCH 19, 2010 AND APRIL 16, 2010.