Evidence of meeting #18 for Canadian Heritage in the 40th Parliament, 3rd Session. (The original version is on Parliament’s site, as are the minutes.) The winning word was company.

A recording is available from Parliament.

On the agenda

MPs speaking

Also speaking

Jon Feltheimer  Chief Executive Officer, Lionsgate Entertainment Corporation
Norman Bacal  Member of the Board, Lionsgate Entertainment Corporation
Phyllis Yaffe  Member of the Board, Lionsgate Entertainment Corporation

11:05 a.m.

Conservative

The Chair Conservative Gary Schellenberger

Order, please.

Good morning, everyone. I'd like to welcome you here this morning to meeting number 18 of the Standing Committee on Canadian Heritage.

Just before we do our orders of the day, I'd like to do a quick rundown on where we are heading down the way.

Next Thursday, senior officials from Industry Canada will be available for that meeting. It's going to be my suggestion that Industry Canada officials be here next Thursday.

I suggest, on Tuesday, a meeting on future business in order to discuss the following items: interim report; the continuation of the public hearings next fall; and perhaps Mr. Angus will ask for a report, we don't know, on Lionsgate. So next Tuesday will be committee business, where we are going forward. Including today, I think we have five meetings left, and if we're doing an interim report, we cannot do that on the fifth meeting or we won't get it to the House.

With that, I will carry on.

Pursuant to Standing Order 108(2), the orders of the day are a study on the attempted takeover of Canadian film production and distribution firm, Lionsgate Entertainment Corporation.

This morning our witnesses from Lionsgate Entertainment Corporation are: Jon Feltheimer, chief executive officer; Norman Bacal, member of the board; and Phyllis Yaffe, member of the board. Welcome.

Who is going to lead off with the presentation?

Jon.

11:05 a.m.

Jon Feltheimer Chief Executive Officer, Lionsgate Entertainment Corporation

I think I'll start.

Thank you very much, Mr. Schellenberger.

Monsieur le président, mesdames and messieurs, bonjour. Good morning.

My name is Jon Feltheimer. I'm the co-chairman and chief executive officer of Lionsgate Entertainment, Canada's leading independent filmed entertainment company.

I also want to introduce Phyllis Yaffe and Norman Bacal, who are members of our board of directors. Phyllis and Norm will be well-known to many of you by virtue of their longstanding roles in the Canadian film industry.

Let me begin by thanking members of the committee for extending this invitation for us to appear today and to discuss our concerns with the unsolicited takeover bid by the Icahn Group to purchase up to all of the shares of Lionsgate. As members will well know, the implications of the offer, were it to be allowed to proceed, go far beyond our company and will have significant ramifications for the Canadian film industry as a whole. As a result, Lionsgate believes that the offer, if successful, will not be of net benefit to Canada.

Members will have received some background information on Lionsgate, but I would like to take a moment to highlight what our company is about and our contribution, since our creation a little over a decade ago, to the film and television industry in Canada.

Let me start by stating the obvious. Lionsgate is Canadian. That's why we are here before you today. Lionsgate is a Canadian company incorporated in British Columbia. Two-thirds of our board of directors is made up of Canadians. Equally important, in our investments and our presence we are active and proud contributors to the film industry in Canada.

Senior management does work out of our California offices in order to be close to the epicentre of the film and television industry, but my colleagues and I, in New York, London, Toronto, Sydney, and Hong Kong offices, report to and answer to our board of directors.

Since its creation in 1997, Lionsgate has grown into a nearly $2 billion diversified global entertainment corporation. We have grown Lionsgate from a little independent studio, distributing primarily art house films, into a leader in motion picture production and distribution, television production and syndication, home entertainment, digital distribution, and new channel platforms.

One of the primary catalysts of this growth has been our ability to produce films and television projects with the participation of Canadian talent and crews, the benefit of federal and provincial funding, and the support of four of Canada's great cities--Vancouver, Montreal, Toronto, and Edmonton.

Our record of our contribution to the Canadian industry is clear, and indeed our growth has been inextricably linked to Canada...from the Lionsgate brand, a name reflecting its Vancouver roots, to the 48 films and television series we have produced here over the past 10 years, to our fast-growing Maple distribution company in Toronto, to our partnership with the Société générale de financement in Quebec, and our long-standing association with the Toronto International Film Festival, with which our shareholder meeting coincides each year and where we acquired our Academy Award-winning film Crash just a few years ago. We are also proud sponsors every year of the Banff TV Festival.

We are here today not only to remind you that Canada has been an important component of our success, but to make the point that we have also contributed to the success of the film and television industry in Canada. We have invested more than $800 million in movie and TV projects that were produced here in Canada, and we have created over 20,000 jobs, according to the standard CFTPA multiplier.

While we are here today due to the uncertainty created by the takeover attempt of Lionsgate currently under way, there is nothing uncertain about the message that we have brought the government officials and parliamentarians in recent weeks, or to you today. That message is that we value Lionsgate's Canadian heritage, we are proud of the role we have played in Canada's economy, we are proud to contribute to the cultural legacy of Canada and Quebec, and we are committed to the continued growth of our film and television businesses. This sustained growth, coupled with our recent expansion into channels, enables us to position ourselves to provide continued growth of our involvement in the Canadian film and television industry in the future.

In preparing for today's meeting, I took careful note of the debate that preceded the unanimous adoption by the committee of the motion that led to these hearings. Wisely, the committee was explicit that this hearing was not about blocking any kind of foreign investment in any circumstance. Canadians can and indeed should be proud of the fact that Canadian companies attract significant foreign investment. Rather, the issue before you and before the government is whether this specific proposal constitutes a net benefit to Canadian artists and Canadian industry. We believe that it simply cannot, based on what, if anything, Mr. Icahn has said in this regard.

Ladies and gentlemen, the Government of Canada is faced with a simple choice, a choice between Lionsgate as it stands today and Lionsgate as it would operate under the control of the Icahn Group. On the one hand, we are a Canadian company with a 10-year track record of very meaningful investment in Canada. We have spent close to a billion dollars in production in Canada, generated hundreds of hours of television and feature film product, and created tens of thousands of jobs in Canada.

On the other hand, our suitor has no track record of investment in the Canadian entertainment industry, no history of producing movies and television shows in Canada, and no legacy of creating jobs in the Canadian media industry; in fact, no relevant experience in the entertainment industry at all, here or anywhere else. In fact, in a recent interview with CNBC, Mr. Icahn himself suggested that Lionsgate should get out of the business of production altogether. That would mean no more $800 million spent on film and television productions filmed in Canada and no more creation of 20,000 jobs in Canada.

As Mr. Icahn has chosen not to share his plans with this committee or Canadians, or even accept the invitation to appear before this committee, we cannot see how he intends to exceed this benchmark, if at all, to satisfy the requirements of the law.

Furthermore, Mr. Icahn proposes to sell Lionsgate's Canadian film distribution arm as a feature of this offer. He is not doing this in the interest of enhancing the Canadian industry, or indeed Maple, as his representative suggested to you on Tuesday. He is simply doing it to avoid the provisions of the federal government's long-standing film policy, which prohibits foreign acquirers from buying Canadian film distribution companies. This fire sale of Maple will have a negative impact on the Canadian film industry as the divestiture will either mean that Maple will be sold to a competitor—therefore removing a potential outlet for Canadian productions—or, if sold to a company that is not engaged in film distribution, it will be a weaker player in the industry without Lionsgate's support and involvement.

We hope you will agree that the choice is clear. Allowing Lionsgate to fall under foreign control under these circumstances cannot be of net benefit to Canada and will have a significant impact on the industry as a whole.

Merci beaucoup. Thank you.

My colleagues and I are now delighted to take your questions.

11:15 a.m.

Conservative

The Chair Conservative Gary Schellenberger

Thank you, sir, for that presentation.

The first question is from Mr. Rodriguez.

11:15 a.m.

Liberal

Pablo Rodriguez Liberal Honoré-Mercier, QC

Thank you, Mr. Chair.

Good morning, everyone.

Thank you; we will use this.

11:15 a.m.

Chief Executive Officer, Lionsgate Entertainment Corporation

Jon Feltheimer

If you speak very slowly, it is possible that I may understand.

11:15 a.m.

Bloc

Carole Lavallée Bloc Saint-Bruno—Saint-Hubert, QC

But you only have five minutes.

11:15 a.m.

Voices

Oh, oh!

11:15 a.m.

Liberal

Pablo Rodriguez Liberal Honoré-Mercier, QC

Is everybody okay now? I can switch to English? No, I'm kidding.

Thank you for being here.

Last week, Mr. Schaitkin spent more time—I told him so—trying to show that Lionsgate was not a Canadian company than he spent explaining why it would be a good thing for Lionsgate and for Canada to proceed with this deal.

Is it a Canadian company? Is Lionsgate a Canadian company? You have operations elsewhere, and that is normal. You have operations and offices in California.

But he brought up something that I would like to clarify. He says that your address in Canada is not really your address, but the address of your lawyers' offices. Do you have an address in Canada, or is it true that you actually use Heenan Blaikie's address?

11:15 a.m.

Chief Executive Officer, Lionsgate Entertainment Corporation

Jon Feltheimer

Actually, Toronto has always been the centre for our film distribution activity. Our partnership with Maple right now actually serves as our Canadian office. As I said in my remarks, we have offices all over the world. That is the nature of what, together with Canada, frankly, we have built: we have built a global media company. That's exactly how we operate. I personally have my main office in Los Angeles, because that is actually the centre of film activity.

11:15 a.m.

Liberal

Pablo Rodriguez Liberal Honoré-Mercier, QC

I'm sorry to interrupt, but I only have half a minute. You're saying your main office in Canada would be the one in Toronto with Maple.

11:15 a.m.

Norman Bacal Member of the Board, Lionsgate Entertainment Corporation

We only used the Vancouver office during registration periods.

11:15 a.m.

Liberal

Pablo Rodriguez Liberal Honoré-Mercier, QC

It all essentially hinges on one question, right?

It's all about whether there is net benefit for Canada. Mr. Schaitkin didn't want to answer that question. He said he couldn't. I'm not sure.

Do you see any net benefit for Canada?

11:15 a.m.

Chief Executive Officer, Lionsgate Entertainment Corporation

Jon Feltheimer

I find it hard to believe that there is any net benefit for Canada at all. Again, as I said in my remarks, I haven't heard any plan at all. I actually haven't heard any plan from Mr. Icahn in general about what he would do with our company.

I've heard absolutely no plans related to any growth potential. I actually hear constantly the opposite. He wants us to produce less--less television, less film. Obviously we produce quite a lot of our film and television in Canada; if we were to cut back on our film and television production overall, I can't imagine that we would be increasing our production in Canada.

11:20 a.m.

Liberal

Pablo Rodriguez Liberal Honoré-Mercier, QC

That's my next question. He said that Lionsgate should eventually get out of production, and they can't get into distribution because of the law. He has already said he would get rid of Maple. Why does he want to buy Lionsgate, then?

11:20 a.m.

Chief Executive Officer, Lionsgate Entertainment Corporation

Jon Feltheimer

That's a very good question. I think he wants to buy Lionsgate in general because he feels that it's undervalued in terms of the stock component. What other plans he has to increase the value to either Lionsgate or Canada all of us have yet to hear. I'm very interested in hearing that, but I think all of us have yet to hear any plans whatsoever.

11:20 a.m.

Phyllis Yaffe Member of the Board, Lionsgate Entertainment Corporation

May I add to that? I really think you're right in saying that the net benefit test is what the Investment Canada Act and Heritage Canada have to deal with, and I think that there is an obvious comparison to be made here. Sometimes people talk about things such as supporting film festivals or internships or those kinds of things; they're all very nice to do, but I think it's important to remember that Lionsgate has produced $800 million worth of film and television in this country.

That's the bar we set. That's the test that has to be met, and I think a net benefit means a contribution larger than $800 million. I don't see that one as a fudgeable. It's not “we might do this or that”. We have a track record, and I think that's what you have to test against.

11:20 a.m.

Liberal

Pablo Rodriguez Liberal Honoré-Mercier, QC

I agree. I'm still trying to figure out what those benefits would be, but I don't see them and we didn't get any explanation, so I guess we'll have to wait.

I'll ask my last question, because I have less than a minute.

They seem to think they know your business better than you do. If I listen to what you say, Lionsgate has been doing quite well, going from tens of millions of dollars to almost $2 billion, right? So I guess you guys know your business.

11:20 a.m.

Chief Executive Officer, Lionsgate Entertainment Corporation

Jon Feltheimer

We would certainly like to think so, Mr. Rodriguez. I appreciate your saying that. Again, we're not at all sure what his plan is, but I think, as you've noticed, he goes into a new fight like this maybe once a week, and it's always a different industry and he immediately thinks he has a better plan. So he actually seems to know quite a lot about a lot of businesses, but I'm not actually sure in this particular one what he has to offer.

11:20 a.m.

Member of the Board, Lionsgate Entertainment Corporation

Phyllis Yaffe

I'd just like to add that as the board of directors, we obviously had to consider the plan that management brought to us, and the board of directors is completely supportive of the plan. So we as a board--and it's primarily Canadians on that board--believe it's a strong plan for the future of Lionsgate.

11:20 a.m.

Conservative

The Chair Conservative Gary Schellenberger

Thank you.

Madame Lavallée, go ahead, please.

11:20 a.m.

Bloc

Carole Lavallée Bloc Saint-Bruno—Saint-Hubert, QC

Thank you.

The Investment Canada Act is the instrument that regulates foreign investments in Canada. So the Department of Canadian Heritage is responsible for administering the act and its regulations, and for providing its opinion on whether it accepts the deal proposed by Icahn, an unsolicited takeover bid.

Why do you think that the Department of Canadian Heritage should turn down this proposal from a foreign company, since that is what you want? Which regulations should the department use as its basis for doing that?

11:20 a.m.

Chief Executive Officer, Lionsgate Entertainment Corporation

Jon Feltheimer

Clearly, we're here today because we want this committee to understand the implications of this offer and this potential takeover, not only for Lionsgate but for the industry in general, because it goes far beyond, we believe, Lionsgate in setting a policy here. We obviously understand the heritage act and understand that if he goes over 33%, it is the obligation of the committee to determine whether there is a net benefit to Canada. We don't believe that there would be, and we hope that this committee understands the implications of what we've presented today. We would hope this committee would support our position.

11:20 a.m.

Bloc

Carole Lavallée Bloc Saint-Bruno—Saint-Hubert, QC

You are saying that the department should assess whether there is a net benefit for Canada. Why do you think that there is no net benefit?

11:25 a.m.

Member of the Board, Lionsgate Entertainment Corporation

Norman Bacal

We take that position because of what Mr. Icahn or the Icahn Group have publicly stated up to now. To our knowledge, Mr. Icahn has no plan for what he is going to do with the company to create a net benefit for Canada.

Over the last 10 years, we have produced a body of work valued at $800 million. If he takes control of the business, a distribution company will have to be sold. That company is our partner and one of the great Canadian distributors. To create that net benefit, we feel that his productions will have to be worth more than $80 million each year. Selling Maple, in our opinion, would not be in the interests of the country or of distribution.

11:25 a.m.

Bloc

Carole Lavallée Bloc Saint-Bruno—Saint-Hubert, QC

Why is it not a good idea to sell Maple?