STARZ ENTERTAINMENT CORP /CN/ — Proxy Solicitation & Information Statement 2010

Jun 9, 2010

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 June 9, 2010, Amendment No. 15 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 June 9, 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 exhibits 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 NOTICE OF VARIATION AND EXTENSION, THE NOTICE OF VARIATION AND CHANGE IN INFORMATION AND THE NOTICES OF 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. 15

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: ¨

COMBINED SCHEDULE TO

AND

AMENDMENT NO. 30 TO SCHEDULE 13D

This Amendment No. 15 (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 and Amendment No. 14 thereto filed on June 1, 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. 15 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 4,421,515 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 4,421,515 |
| | 10 | SHARED DISPOSITIVE
POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,421,515 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 3.77% | |
| 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 4,421,515 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 4,421,515 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,421,515 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 3.77% | |
| 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 4,421,515 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 4,421,515 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,421,515 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 3.77% | |
| 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 7,359,605 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 7,359,605 |
| | 10 | SHARED DISPOSITIVE
POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 7,359,605 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 6.28% | |
| 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 2,749,372 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 2,749,372 |
| | 10 | SHARED DISPOSITIVE
POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 2,749,372 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 2.35% | |
| 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 1,040,848 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 1,040,848 |
| | 10 | SHARED DISPOSITIVE
POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,040,848 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0.89% | |
| 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 11,149,825 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 11,149,825 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 11,149,825 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 9.52% | |
| 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 6,536,231 |
| | 8 | SHARED VOTING POWER 0 |
| | 9 | SOLE DISPOSITIVE POWER 6,536,231 |
| | 10 | SHARED DISPOSITIVE
POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 6,536,231 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.58% | |
| 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 6,536,231 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 6,536,231 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 6,536,231 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.58% | |
| 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 17,686,056 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 17,686,056 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 17,686,056 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 15.10% | |
| 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 17,686,056 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 17,686,056 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 17,686,056 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 15.10% | |
| 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 17,686,056 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 17,686,056 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 17,686,056 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 15.10% | |
| 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 17,686,056 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 17,686,056 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 17,686,056 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 15.10% | |
| 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 17,686,056 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 17,686,056 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 17,686,056 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 15.10% | |
| 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 22,107,571 |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE
POWER 22,107,571 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 22,107,571 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 18.87% | |
| 14 | TYPE OF REPORTING
PERSON IN | |

ITEM 12. Exhibits

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

Exhibit	Description
(a)(5)(xvii)	Press release dated June 9, 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 / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND LP
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND II LP
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND III LP
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN FUND S.À R.L.
By:	/ S / K EITH C OZZA
Name:	Keith Cozza
Title:	Chief Executive Officer

DAAZI HOLDING B.V.
By:	/ S / K EITH C OZZA
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 / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

HOPPER INVESTMENTS LLC
BY:	Barberry Corp., its sole member
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

BARBERRY CORP.
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN ONSHORE LP
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN OFFSHORE LP
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN CAPITAL LP
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

IPH GP LLC
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN ENTERPRISES HOLDINGS L.P. BY: Icahn Enterprises G.P. Inc., its general partner
By:	/ S / D OMINICK R AGONE
Name:	Dominick Ragone
Title:	Chief Financial Officer

ICAHN ENTERPRISES G.P. INC.
By:	/ S / D OMINICK R AGONE
Name:	Dominick Ragone
Title:	Chief Financial Officer

BECKTON CORP.
By:	/ S / E DWARD M ATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

7508921 CANADA INC.
By:	/ S / K EITH C OZZA
Name:	Keith Cozza
Title:	Chief Executive Officer

| | / S / C ARL C.
I CAHN |
| --- | --- |
| Name: | Carl C. Icahn |

| | / S / R ONALD G.
A TKEY |
| --- | --- |
| Name: | Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust |

Date: June 9, 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)(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 (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)(xvii)

FOR IMMEDIATE RELEASE

ICAHN ANNOUNCES RECEIPT OF APPROVAL UNDER THE INVESTMENT CANADA ACT FROM THE MINISTER OF CANADIAN HERITAGE IN CONNECTION WITH THE TENDER OFFER FOR COMMON SHARES OF LIONS GATE ENTERTAINMENT CORP.

New York, New York, June 9, 2010

Contact: Susan Gordon (212) 702-4309

Carl C. Icahn is pleased to announce that the offer by certain of his affiliated entities (the “Icahn Group”) to purchase ANY AND ALL of the common shares of Lions Gate Entertainment Corp. (“Lions Gate”) for $7.00 in cash per share has been approved by the Minister of Canadian Heritage under the Investment Canada Act . In connection with this approval, the Icahn Group made a number of commitments to the Minister of Canadian Heritage which would take effect in the event that the Icahn Group acquires control of Lions Gate. Most importantly, the Icahn Group has committed to preserving the Canadian control of Maple Pictures. The Icahn Group has also committed to keeping Lions Gate in Canada and maintaining or increasing the level of film production undertaken by Lions Gate in Canada, on a province by province basis.

Mr. Icahn stated: I am very pleased that our investment in Lions Gate has been determined to be of net benefit to Canada. With the satisfaction of this condition, we expect our tender offer to proceed to closing on June 16, 2010. At that time, provided that all remaining conditions to our offer are satisfied (which we expect to be the case, barring certain unforeseen events such as a material adverse change or the implementation by Lions Gate of further inappropriate defensive measures), we will promptly take up and pay for all shares that have been tendered. There will not be another extension of the offer, nor will the price be changed . However, as previously announced, there will be a subsequent offering period commencing on June 17, 2010 and ending on June 30, 2010 in order to permit additional tenders. The price paid to shareholders tendering during the subsequent offering period will be the same as that in the offer.

Lions Gate has made much of the fact that our purchase of even the 3.7% of outstanding shares that were tendered into the offer and not withdrawn as of our last announcement would constitute an “event of default” under its credit facilities, which in turn could trigger “cross-defaults” with respect to over $472 million of bond indebtedness, warning that there can be no assurance that its lenders will waive such defaults. For the avoidance of any doubt, the Icahn Group reiterates that the occurrence of any “event of default” under Lions Gate’s debt agreements would NOT be considered a material adverse change and would NOT constitute a condition allowing us to withdraw our offer or to not purchase all stock tendered.

Shareholders with questions about the tender offer may call D.F. King & Co., Inc. , the Information Agent, toll-free at 800-859-8511 (banks and brokers call 212-269-5550).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER DESCRIBED ABOVE. THE OFFER IS BEING MADE ONLY PURSUANT

• 2 -

TO THE OFFER TO PURCHASE DATED MARCH 1, 2010, AS AMENDED, THAT THE ICAHN GROUP DISTRIBUTED TO HOLDERS OF COMMON SHARES AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AS EXHIBITS TO ITS AMENDED SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR. HOLDERS OF COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND ALL AMENDMENTS THERETO BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. HOLDERS OF COMMON SHARES MAY OBTAIN A FREE COPY OF THE AMENDED SCHEDULE TO, THE OFFER TO PURCHASE, THE AMENDMENTS THERETO AND OTHER DOCUMENTS THAT THE ICAHN GROUP WILL BE FILING (1) WITH THE SEC AT THE SEC’S WEB SITE AT WWW.SEC.GOV AND (2) WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR AT WWW.SEDAR.COM .

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.