Carl Icahn Offers To Purchase All Outstanding Shares of Lions Gate

Carl C. Icahn announced today that the offer by certain of his affiliated entities to purchase up to 13,164,420 common shares of Lions Gate Entertainment Corp. ("Lions Gate") has been amended to provide that the Icahn Group is now offering to purchase UP TO ALL of Lions Gate's outstanding common shares. In addition, the expiration date of the Offer has been extended to April 30, 2010.

The amended Offer is conditioned on, among other things, there having been validly tendered and not withdrawn a number of Lions Gate common shares which, together with the common shares already owned by the Icahn Group, would constitute at least 50.1% of Lions Gate's common shares (taking into consideration options and restricted stock). The Icahn Group has the right to waive this condition and any other condition, subject to applicable law. In addition, the amended Offer is conditioned on: (i) all rights issued or issuable under the poison pill adopted by Lions Gate's board of directors on March 11, 2010 having been cease-traded, found to be illegal or unenforceable, redeemed by the board, or otherwise eliminated; and (ii) the receipt by the Icahn Group of all government or regulatory approvals necessary to complete the amended Offer (including Investment Canada Act approval) on terms and conditions satisfactory to the Icahn Group in its reasonable judgment.

The Icahn Group has determined not to increase the previously announced Offer price of $6.00 per share in cash. The Offer price is $1.15 higher than the $4.85 closing price of the common shares on February 4, 2010 (the last trading day prior to the first date in 2010 that the Icahn Group resumed purchasing Lions Gate common shares), representing a premium of more than 23%. The amended Offer will not be subject to financing.

Mr. Icahn also announced that the Icahn Group intends to pursue legal proceedings to set aside the poison pill adopted by Lions Gate, which restricts the rights of Lions Gate shareholders to accept the Offer. The adoption of the poison pill represented a failure of certain conditions to the Offer. The Icahn Group waived the breached conditions in this particular instance so as to proceed with the amended Offer.

Mr. Icahn stated:

"Due to management's recent actions, I am now convinced that Lions Gate shareholders will never have the right to make important decisions. I am dismayed that Lions Gate's board of directors chose to implement a poison pill and thus deny their shareholders the opportunity to participate in our Offer. I believe these tactics serve only to strip shareholders of an opportunity and entrench management. Lions Gate previously criticized our tender offer for being partial. That is no longer the case.

I believe that Lions Gate's management should not further leverage up the company to purchase a film library without allowing shareholders the opportunity to decide whether increasing exposure to this segment is wise. I believe library values are currently declining due to, in part, weak DVD sales. Lions Gate already has a major investment in a library – its own. It should be up to the shareholders to determine if they wish to more than "double down" on another library, especially in light of the company's admitted "substantial degree of leverage".(1) Lions Gate's latest actions convince me that the current management and board will never allow shareholders to make their own determination on this extremely important decision.

We therefore intend, if our offer is successful, to replace Lions Gate's board of directors with our nominees, several of whom would be Canadian citizens. I believe that the best course for Lions Gate is to pursue a strategy aimed more at the consolidation of film and television distributors, as opposed to the acquisition of library assets. Once in place, we are hopeful that our nominees would guide Lions Gate in that strategic direction."