By Alex Dobuzinskis and Anupreeta Das

LOS ANGELES/NEW YORK (Reuters) - Billionaire investor Carl Icahn offered on Friday to buy Lions Gate Entertainment Corp <LGF.N>, in a move designed to forestall the studio's expected bid for storied rival Metro-Goldwyn-Mayer Inc <MGMYR.UL>.

Shareholders are unlikely to bite because Icahn's offer is low, but the investor hopes to thwart Lions Gate's bid for MGM, the struggling studio behind the "James Bond" franchise, analysts say. Second-round bids for MGM are due Friday, sources have previously said.

In a statement, Icahn argued that Lions Gate should focus on consolidating film and TV distribution rather than buy film libraries, and proposed replacing top management.

Shares of Lions Gate ended 1 percent higher at $6.03 -- just a few cents above Icahn's $6 offer price.

"He has to realize that with the shareholder ownership (of Lions Gate) so concentrated among a few firms, he's not going to get to 50 percent. Those guys don't want to sell at $6," said Matthew Harrigan, an analyst with Wunderlich Securities.

But Icahn's move "certainly makes it more difficult for Lions Gate to mount a bid," Harrigan said.

Mark Rachesky, Icahn's former investment chief, and his MHR Fund Management own about a fifth of Lions Gate as its single largest shareholder. He has not expressed interest in Icahn's offer but has said he supported Lions Gate's board.

Lions Gate, which backs the "Saw" franchise and critically acclaimed "Mad Men" TV series, is keen on picking up MGM's library of mostly older hits to bolster its own. Media companies are pondering similar acquisitions in an effort to build content, as movie audiences migrate in greater numbers to on-demand video and Internet streaming.

The studio is keen to develop a franchise of its own, whether it be based on Bond -- deemed the most successful movie franchise in history -- or on the upcoming "The Hobbit," based on J.R.R. Tolkien's novel and a prequel to the box-office gold mine that was the "Lord of the Rings" trilogy.

"Lions Gate's library does not offer such franchise potential," Thomas Weisel analyst Benjamin Mogil wrote in a note.

HOW LOW CAN YOU GO?

Icahn appeared to question Lions Gate's interest in MGM -- which was not mentioned by name -- citing dwindling DVD sales as contributing to the decline in all film-library values.

"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,'" Icahn said in the statement.

The activist investor, who has publicly held the studio to task for its $255 million acquisition of "TV Guide" in 2009, has now offered to buy all of Lions Gate's outstanding common shares for $6 apiece, amending a February offer to buy 13.2 million shares at the same price.

Icahn, who owns slices in a broad swathe of U.S. companies such as American Railcar Industries Inc <ARII.O> and is known for trying to influence the direction of companies such as Time Warner Inc <TWX.N>, owns 18.9 percent of Lions Gate.

A representative for Lions Gate did not return calls.

Lions Gate's board has turned down Icahn's offer as too low. It recently proposed that shareholders adopt a defensive rights plan, or poison pill, to help ward off attempts to accumulate shares.

Cowen & Co analyst Doug Creutz estimates that Lions Gate is worth 20 percent more than its current market valuation, based on a conservative sum-of-parts valuation.

Icahn said he had no interest in raising his original offer, which he argues was already $1.15 higher than the $4.85 closing price of February 4 -- before he launched his first offer.

Icahn said he intended to pursue legal action against Lions Gate's poison pill. If his offer were successful, the Icahn Group would replace the studio's board of directors with its own nominees, he said.

Lions Gate is expected to put in a second-round bid for MGM, sources familiar with the matter have told Reuters. Bids for MGM are due Friday, and the sources also expect Time Warner and Len Blavatnik's Access Industries to make offers.

Some investors remain nervous that a change of control of Lions Gate might trigger debt obligations that the studio might not be able to fulfill.

Lions Gate has said if Icahn increased his stake in the company beyond 20 percent, it could trigger a "change of control" clause in the company's revolving bank loan facility, which would constitute a technical default.

Lenders could accelerate the maturity of outstanding debt and bond holders could do the same.

(Editing by Edwin Chan, Gerald E. McCormick and Matthew Lewis)