Lions Gate trying to capture image.Lions Gate Films Entertainment Corp. is once again trying to crash the gates at Chatsworth-based Image Entertainment Inc., this time by trying to force Image's entire board to stand for re-election. Lions Gate has sought to buy Image since last year. Image fended off the studio's most recent takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares in October, in which Lions Gate offered $4 a share in cash, just slightly above Image's trading price Trading price The price at which a security is currently selling. at the time. Image board members said late last year that they are open to a sale, but that previous offers were too low. John Kirkland, a partner at Greenberg Traurig Greenberg Traurig LLP is an international law firm with approximately 1,700 attorneys and governmental professionals in 29 locations in the United States, Europe and Asia. Its presence in Europe is supplemented by strategic alliances with Olswang (offices in London, United Kingdom LLP LLP - Lower Layer Protocol , Image's outside counsel, said that based on estimates the company had received from various investment bankers Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. , the board would likely consider offers in the $6 to $8 per share range. "The suit is utterly and completely frivolous," Kirkland said. "Lions Gate is a predator, and at this point they are just desperate." A Lions Gate spokesman emphasized the company would explore all options to maximize shareholder value. Lions Gate contended in the filing that "Image's current Board is not acting in the best interests of Image and its stockholders" for reasons including the refusal to sell this fall. Lions Gate owns 19 percent of the DVD DVD: see digital versatile disc. DVD in full digital video disc or digital versatile disc Type of optical disc. The DVD represents the second generation of compact-disc (CD) technology. and CD distributor's company's stock, and in a Securities Exchange Commission filing Thursday indicated that Lions Gate filed a lawsuit in Delaware to force Image's entire board of directors to face reelection re·e·lect also re-e·lect tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects To elect again. re at the company's 2006 annual meeting. Image, which has a library of about 250 CDs and 3,000 DVDs and annual revenue of about $120 million, reincorporated in Delaware in 2005--a move Kirkland said was designed to give Image protection from takeover attempts. As part of the reincorporation, Image's six-member board serves staggered three-year terms, with board members up for reelection every two years. If Lions Gate were successful in forcing all six directors to face election at the June meeting, it would allow Lions Gate to field and possibly nominate its own slate of directors. "Delaware is the gold standard in corporate protection, that's why we went there," Kirkland said, "(A staggered board) is one of the most effective anti-takeover measures there is." Image shares were up 10 cents to $3.59 at market close on Thursday; Lions Gate shares were down 9 cents to $9.42. ANNE RILEY-KATZ Staff Reporter |
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