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CNBC BREAKING NEWS: CNBC TRANSCRIPT: CNBC'S "FAST MONEY" TALKS WITH LEGENDARY ACTIVIST INVESTOR, CARL ICAHN, TODAY

Carl Icahn
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Carl Icahn

WHEN: TODAY, MONDAY, JUNE 28TH AT 5PM ET

WHERE: CNBC'S "FAST MONEY"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Legendary Activist Investor Carl Icahn today, Monday, June 28th on CNBC's "Fast Money."

All references must be sourced to CNBC.

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MELISSA LEE: WELCOME BACK TO "FAST MONEY." LIONSGATE SHARES CLOSING AT 7.01 ONE PENNY ABOVE CARL ICAHN'S BID FOR THE COMPANY WHICH THEY SAY IS TOO LOW. THE DEADLINE FOR THE CURRENT OFFER EXPIRES AT MIDNIGHT ON WEDNESDAY A TENDER OFFER WE SHOULD NOTE. ON THE FAST LINE NOW, LEGENDARY INVESTOR AND "FAST MONEY" FRIEND CARL ICAHN, GREAT TO HAVE YOU WITH US.

ICAHN: GOOD TO TALK WITH YOU.

MELISSA LEE: RIGHT NOW YOU HAVE ABOUT 32% OF THE COMPANY BUT YOU HAVE UNTIL MIDNIGHT ON WEDNESDAY. ARE THERE ANY GUESSES TO HOW MUCH OF THE COMPANY YOU'LL END UP WITH COME WEDNESDAY MIDNIGHT?

ICAHN: IT'S HARD TO GUESS. AS I SAID IN MY LETTER TODAY, I CAN'T QUITE UNDERSTAND. WE'RE NOT IN A CONFLICT WITH THE SHAREHOLDERS. WE'RE HERE FOR A DIFFERENT REASON IF YOU'RE JUST A STOCKHOLDER IN THE SENSE WE'RE LOOKING AT THE LONG PULL. AND AS IVE SAID IVE SORT OF LOST FAITH IN THE DIRECTION THAT THE COMPANY WAS GOING IN AND WE TRIED TO TALK. I'VE OWNED IT FOR FIVE YEARS UP AND DOWN, SOME MORE, SOME LESS, AND WE LOST FAITH. THE ONLY WAY TO DO IT IS THIS TENDER. I THINK I'M PAYING A VERY LARGE PREMIUM. THE REASON IS -- I KNOW THAT WHEN WE BOUGHT THE STOCK BACK IN FEBRUARY, IT WAS ABOUT 485 THAT WE WERE PAYING I DON'T THINK IT WOULD BE HERE IF WE DIDNT MAKE THIS TENDER. AND ANOTHER REASON IT'S VERY HIGH, OR ARTIFICIALLY HIGH UP TO TODAY IS IT WENT ON THE RUSSELL. AND WHEN YOU GO ON THE RUSSELL INDEX A LOT OF INDEX FUNDS HAVE TO BUY IT AND THEY ALL BOUGHT IT ON FRIDAY SO ARTIFICIALLY THERE WAS A 5 MILLION SHARE PURCHASE ON FRIDAY AT THE MARKET, AT THE CLOSE OF THE MARKET WHATEVER THAT IS. IRONICALLY BECAUSE I'M PAYING 7, THE STOCK WAS UP. AFTER THE RUSSELL IS DOWN NOW, SO THEY'RE NOT THERE TO BUY THE HEDGE FUNDS AREN'T THERE TO BUY, AND MY TENDER IS ABSOLUTELY OVER. WERE NOT EXTENDING THIS TENDER SO THE TENDER IS OVER WEDNESDAY SO I'M JUST ASKING, WHO IS GOING TO BUY THE STOCK? I DON'T BELIEVE SOME OF THE -- GOBBLYGOOK THE COMPANY PUTS OUT. THE COMPANY HAS EDID I TODAY BY THEIR OWN STATEMENTS OF NONADJUSTED OF 82 MILLION. AFTER INTEREST IT GETS DOWN TO 24 MILLION, WHICH IS NOTHING WHEN YOU HAVE A DEBT OF OVER $500 MILLION.

LEE: AND THIS HAS BEEN AN ONGOING DISPUTE BETWEEN YOU AND MICHAEL BURNS ABOUT LIONSGATE.

ICAHN: THEY'RE NOT DISPUTING THE NUMBERS.THEY'RE SAYING WE'RE DOING GREAT, BUT I DON'T SEE WHY.

LEE: LET ME ASK YOU WHAT HAPPENS AFTER WEDNESDAY. WEDNESDAY AT MIDNIGHT YOU'LL HAVE AT LEAST 32% OF THE COMPANY AND YOU SAY YOU CAN'T SEE WHO ELSE WILL BUY AND STEP IN FOR LIONSGATE SHARES MUCH ABOVE 7 --

ICAHN: WELL, NOT ABOVE 7. MY OWN OPINION IS THAT IT GOES BACK DOWN, BECAUSE I DON'T KNOW WHAT THE STIMULUS IS.YOU KNOW, THE COMPANY WAS 485. SINCE THEN, IF ANYTHING, YOU SAW WHAT HAPPENS TO FILM LIBRARIES. LOOK AT MGM'S. THEY CAN'T SELL IT, SO RIGHT NOW, I JUST DON'T SEE WHERE THE COMPANY IS GOING WHERE IT'S GOT SG & A OF 180 MILLION. I WOULD SAY THIS TO A SHAREHOLDER, I LOOK AT THINGS VERY SIMPLY, AND I'M NOT TRYING TO -- YOU KNOW, I'M NOT TRYING TO SELL IT, IT JUST ANNOYS ME THAT, SHALL I SAY, IT'S BEEN SO MISUNDERSTOOD. LOOK, WE HAVE ALREADY BOUGHT TODAY I THINK 750,000 MORE SHARES CAME IN, SO IT'S SORT OF ACHIEVED ITS PURPOSE ALREADY. WE'VE GOTTEN 15 TO 16 MILLION SHARES ALREADY FROM THIS TENDER, AND BY WEDNESDAY I'M SURE IT WILL BE MORE.

LEE: CARL. AT THE SAME TIME, I MEAN, I UNDERSTAND YOU'RE OUT THERE, STILL LOOKING FOR PEOPLE TO TENDER YOUR SHARES, SO YOURE GOING TO SAY TO THEM YOU CAN'T SEE THAT THE STOCK WILL DO MUCH ABOVE 7 BECAUSE THAT SERVES YOUR PURPOSE, BUT IN TERMS OF AFTER WEDNESDAY, WHAT'S YOUR INTENT WITH THE COMPANY? YOU'LL STILL GOING TO BE HOLDING THE BAG, 33% OR SO. WHAT'S THE NEXT STEP?

ICAHN: FIRST OF ALL, I'M NOT SAYING IT WON'T BE MUCH ABOVE 7, BUT MUCH BELOW 7.

LEE: I'M SORRY. MUCH BELOW 7.

ICAHN: WE'VE SAID IT AND I'M SAYING IT AGAIN, WE WANT THIS COMPANY TO CHANGE DIRECTION. IF WE CAN WORK A DEAL WITH THEM, MAYBE WE CAN WORK IT OUT, BUT MY REAL INCLINATION IS THIS COMPANY MUST CHANGE, IT MUST GET RID OF THE COSTS IT HAS, AND THEN I THINK ON A LONG-TERM BASIS, ITS GOING TO HAVE PITFALLS BUT I HAVE BEEN MANY COMPANIES LIKE THIS YOU DON'T WIN THEM ALL, NO QUESTION, AS THE COMPANY HAS POINTED OUT. BUT ON MANY WE DID VERY WELL. WE DID WELL WITH THE CASINOS, THE OIL AND GAS.I THINK ITS GOING TO TAKE A FEW YEARS. I THINK IT HAS A VERY GOOD PLATFORM AS A DISTRIBUTOR, NOT A PRODUCER, WHICH IS THE WAY THEY'RE GOING, AND I THINK IT ALSO DOES VERY WELL IN TV, SO YOU HAVE SOME VERY GOOD MANAGEMENT THERE UNDERNEATH THE TOP MANAGEMENT. I'M NOT HERE IN ANY WAY TO CRITICIZE THESE GUYS, THEY HAVE THEIR BELIEFS, BUT I THINK THEY SOMEHOW GOT OSCAR FEVER, YOU KNOW, AND THEY TRY TO MAKE THESE BIG MOVIES LIKE "THE KILLERS" AND IN DEVELOPMENT SPEND 150 MILLION, SO I THINK IF THE COMPANY STAYS THE WAY IT'S GOING, IT WILL GO OFF A PRECIPICE.

GUY ADAMI: THERE IS A LOT OF CHAPTERS LEFT IN THIS STORY. 68% OF THE SHAREHOLDERS REJECTED YOUR OFFER, SO SOMEBODY BELIEVES SOMETHING IS GOING ON.

ICAHN: WHO IS SPEAKING?

ADAMI: IT'S GUY, BUT REAL QUICK.

ICAHN: GUY, 68% DIDN'T REJECT IT ONE GUY, MARK RASHEFSKY, A FRIEND OF MINE, HE OWNS 20%, I OWN RIGHT NOW 33%, SO SUBTRACT THAT, AND NOW TAKE THE 15 MILLION THAT'S LEFT.THERE'S ONE CAP ISN'T SELLING, SO THATS ANOTHER 12% SO MOST OF THE OTHER SHAREHOLDERS DIDN'T REJECT IT YET. GIVE ME UNTIL WEDNESDAY.

ADAMI: NOW I HEAR THE CHATTER THAT MGM AND LIONSGATE MAY MERGER, IN THEORY OR IN PRACTICE DO THEY NEED YOUR APPROVAL TO GET IT DONE?

ICAHN: LET ME ANSWER THAT. THE WAY THE RULES ARE, IN ORDER TO DO A MERGER, THEY NEED TWO THIRDS.I OWN OVER 32%, SO IF I DON'T WANT TO DO THAT, THEY'RE NOT GOING TO GET -- AS OF TODAY, I OWN 32.6%, RIGHT? SO, YOU KNOW, THEY NEED TWO THIRDS.IF I DON'T WANT TO DO THAT CANT MERGE. CAN THEY ISSUE STOCK OR SOMETHING? I DOUBT IT.I THINK THEY'VE SAID THAT THEY WOULDN'T DO MGM UNLESS EVERYBODY WAS ON BOARD, SO YOU'VE GOT TO ASK THEM-- BUT THEY CAN'T DO THE MERGER FROM A LEGAL OPINION, IN MY OPINION. I'M NOT A LAWYER FOR LIONSGATE, BUT I GOT TO TELL YOU I DON'T UNDERSTAND WHY EVERYBODY IS EXCITED.MGM'S LIBRARY IS HAVING TREMENDOUS PROBLEMS. THEY TRIED TO PRODUCE MOVIES AND FAILED, BECAUSE IT'S VERY DIFFICULT TO GET INTO THAT MOVIE PRODUCTION BUSINESS. ANYTHING IS POSSIBLE. YOU CAN LOOK AT ANYTHING.BUT FRANKLY, YOU KNOW WHAT I SAID IN MY LETTER, WHEN WHEN YOU TIE TWO ONE-LEGGED MEN TOGETHER, AND PUT THEM IN A RACE, THEY'RE NOT GOING TO RACE --

ADAMI: EVEN YOU HAVE TO ADMIT THERE'S SOMETHING THAT INTRIGUES YOU ABOUT THIS COMPANY. OTHERWISE WE WOULDNT EVEN BE HAVING THESE ...IT CAN'T ALL BE BAD AT LIONSGATE IN OTHER WORDS.

ICAHN: I'M NOT SAYING IT'S BAD.IM SAYING LONG-TERM ITS GOT GREAT POTENTIAL. THEY JUST GOING DOWN THE WRONG ROAD. IVE OWNED IT BEFORE.

LEE: CARL, THANKS SO MUCH FOR PHONING INTO "FAST MONEY." WE DO APPRECIATE IT.HOPE WE'LL HEAR FROM YOU SOON, MAYBE RIGHT AFTER THE WEDNESDAY DEADLINE.

ICAHN: I WOULD BE HAPPY TO SPEAK TO YOU AGAIN AND THANKS FOR HAVING ME ON, AND BE GLAD TO YOU TALK TO YOU AGAIN.

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