Lionsgate Board of Directors Expresses No Opinion and Remains Neutral Toward Icahn's Unsolicited Debt Tender Offer

Lionsgate Board of Directors Expresses No Opinion and Remains Neutral Toward Icahn's Unsolicited Debt Tender Offer

Strongly Urges Noteholders to Consider All Aspects of Icahn's Offer Carefully

SANTA MONICA, Calif. and VANCOUVER, British Columbia, March 26 /PRNewswire-FirstCall/ -- Lions Gate Entertainment Inc. ("Lionsgate"), a wholly-owned subsidiary of Lions Gate Entertainment Corp. (NYSE:LGF) , a leading next generation studio, announced today that its Board of Directors has determined that it expresses no opinion and remains neutral toward the unsolicited tender offer by Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP and High River Limited Partnership (collectively, the "Icahn Group") to purchase any and all of Lionsgate's 2.9375% Convertible Senior Subordinated Notes due 2024 and 3.625% Convertible Senior Subordinated Notes due 2025.

Lionsgate noted that its Board believes that each noteholder should make its decision as to whether to tender on an individual rather than a collective basis, based on that noteholder's particular circumstances. It further indicated that its Board believes the determination of whether to tender is a financial decision to be made by each noteholder based on the terms of the tender offer and the cash price being offered by the Icahn Group. The Board of Directors of Lionsgate's parent owes fiduciary duties to its shareholders, who may be affected by a noteholder's decision to tender or not to tender notes. For these reasons, Lionsgate believes that it is not appropriate for it to make a recommendation to noteholders regarding the tender of their notes and expresses no opinion as to the course of action that noteholders should take.

Lionsgate's Board, however, strongly urged noteholders to consider all aspects of the Icahn Group's offer carefully before deciding for themselves whether to tender. Among other factors that the Board considered and which noteholders should be aware of in making their decision are:

   --  The terms of Lionsgate's secured revolving credit facility:  The terms       generally provide that the acquisition of ownership or control of more       than 20% of the equity of Lionsgate's parent by any person or group       may constitute a "Change in Control" that could result in an event of       default and acceleration of the indebtedness outstanding under the       credit facility.   --  The potential default and acceleration of other outstanding debt:  A       Change in Control under the revolving credit facility could also       result in a cross-default and acceleration of Lionsgate's payment       obligations under other outstanding indebtedness.   --  There may be greater value for holders of Lionsgate's 2.9375% notes       beginning in 2011 than under the Icahn Group's current offer:  Under       the terms of the 2.9375% notes, the noteholders have certain rights,       commencing on October 15, 2011 and at specified times thereafter, to       require Lionsgate to repurchase their notes for cash at a purchase       price equal to 100% of the principal amount, plus accrued and unpaid       interest.   --  There may be greater value for holders of Lionsgate's 3.625% notes       beginning in 2012 than under the Icahn Group's current offer:  Under       the terms of the 3.625% notes, the noteholders have certain rights,       commencing on March 15, 2012 and at specified times thereafter, to       require Lionsgate to repurchase their notes for cash at a purchase       price equal to 100% of the principal amount, plus accrued and unpaid       interest.   --  The Icahn Group could later realize a significantly greater gain on       the notes acquired for the current price of the cash offer:  When       noteholders become entitled to require Lionsgate to repurchase the       2.9375% notes or the 3.625% notes, or if and when such notes otherwise       become due and payable pursuant to their terms, the Icahn Group will       be able to realize a significant gain on any notes that it acquires at       the cash price offered to noteholders pursuant to its tender offer.   

Lionsgate noted that Carl Icahn has not made, nor announced, any intention to make an offer to buy common shares of Lionsgate's parent entity.

FORWARD-LOOKING STATEMENTS

Any forward-looking statements in this press release are based on current information as of the date of this press release, and Lionsgate and its parent entity do not undertake any obligation to update any forward-looking statements to reflect new information or future developments or events, except as required by law.

The announcements contained in this press release were made pursuant to Rule 14e-2 under the Securities Exchange Act of 1934.

ABOUT LIONSGATE

The Company is a leading next generation studio with a strong and diversified presence in the production and distribution of motion pictures, television programming, home entertainment, family entertainment, video-on-demand and digitally delivered content. The Company is leveraging its content leadership and marketing expertise to create a multiplatform global industry leader in entertainment through the recent acquisition of TV Guide Network, one of the 25 most widely distributed cable networks, the recent acquisition of TV Guide.com, a premier content and navigation portal, partnerships that include the FEARnet branded VOD and Internet horror channel with Sony and Comcast, the expected fall 2009 launch of EPIX, a new premium entertainment channel with partners Viacom and MGM, investment in the leading young men's digital distribution platform Break.com, ownership of the premier independent television syndication company Debmar-Mercury and an alliance with independent filmed entertainment production and distribution company Roadside Attractions.

The Company is a market share leader at the North American theatrical box office for calendar 2009 due to recent theatrical box office successes such as TYLER PERRY'S MADEA GOES TO JAIL, the second highest-grossing film in Lionsgate history, and MY BLOODY VALENTINE 3D. Other recent successes include SAW V, RELIGULOUS, FORBIDDEN KINGDOM, RAMBO and THE BANK JOB. The Company's eagerly-anticipated slate of upcoming feature film releases kicks off this weekend with HAUNTING IN CONNECTICUT opening nationwide. Lionsgate has also forged a strong position in television with the production of such critically-acclaimed series as "Mad Men," "Weeds" and "Crash," the distribution of Tyler Perry's "House of Payne," "Family Feud" and "South Park," and upcoming shows including Tyler Perry's "Meet The Browns" and "The Wendy Williams Show." In addition, the Company's home entertainment business, propelled by such recent DVD successes as TRANSPORTER 3, SAW V and TYLER PERRY'S THE FAMILY THAT PREYS, is the industry leader in box office-to-DVD conversion rate and has market share of nearly 7%. Lionsgate handles a prestigious and prolific library of approximately 12,000 motion picture and television titles that is an important source of recurring revenue and serves as the foundation for the growth of the Company's core businesses. The Lionsgate brand remains synonymous with original, daring, quality entertainment in markets around the world.

First Call Analyst:
FCMN Contact: jfriedman@joelefrank.com

Source: Lions Gate Entertainment Corp.

CONTACT: Peter D. Wilkes, +1-310-255-3726, pwilkes@lionsgate.com; or
Andrea Priest, or Annabelle Rinehart, both of Joele Frank, Wilkinson Brimmer
Katcher, +1-212-355-4449

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Profile: International Entertainment