SANTA MONICA,
Calif., and VANCOUVER,
BC, March 10, 2025 /PRNewswire/ -- Lions Gate
Entertainment Corp. (NYSE: LGF.A, LGF.B) ("Lionsgate") and
Lionsgate Studios Corp. (Nasdaq: LION) ("Lionsgate Studios") today
announced that the annual general and special meeting of Lionsgate
(the "Lionsgate Meeting") and the special meeting of Lionsgate
Studios (the "Lionsgate Studios Meeting") (together referred to as
"the Meetings"), relating to the proposed separation of Lionsgate's
Studios and Starz Businesses, are expected to be held on
April 23, 2025. The record date for
determining shareholders eligible to receive notice of and to vote
at the Meetings will be March 12,
2025.
At the Meetings, shareholders will be asked to
consider certain proposals relating to a proposed plan of
arrangement involving Lionsgate, Lionsgate Studios, LG Sirius
Holdings ULC and Lionsgate Studios Holding Corp. ("New Lionsgate")
under the Business Corporations Act (British Columbia) (the "Arrangement"), details
of which are set out in the joint proxy statement/prospectus that
is included in the registration on Form S-4, as amended (the "S-4")
that has been filed with the Securities and Exchange Commission
(the "SEC") and is available on the SEC's website
(http://www.sec.gov).
The previous applications of Lionsgate and
Lionsgate Studios with the Supreme Court of British Columbia for interim orders indicated
dates for the Meetings of March 10,
2025. This announcement of postponement of the Meetings to
an expected April 23, 2025 date is
provided in connection with those interim court orders.
About Lionsgate
Lionsgate (NYSE: LGF.A, LGF.B) owns approximately
87.8% of the outstanding shares of Lionsgate Studios Corp. (Nasdaq:
LION), one of the world's leading standalone, pure play,
publicly-traded content companies, as well as the premium
subscription platform STARZ.
About Lionsgate Studios
Lionsgate Studios (NASDAQ: LION) is one of the
world's leading standalone, pure play, publicly-traded content
companies. It brings together diversified motion picture and
television production and distribution businesses, a world-class
portfolio of valuable brands and franchises, a talent management
and production powerhouse and a more than 20,000-title film and
television library, all driven by Lionsgate's bold and
entrepreneurial culture.
For further information, investors should
contact:
Nilay Shah
310-255-3651
nshah@lionsgate.com
For media inquiries, please contact:
Peter D. Wilkes
310-255-3726
pwilkes@lionsgate.com
Additional Information and Where to Find
It
In connection with the Arrangement, Lionsgate and
New Lionsgate have filed with the United States Securities and
Exchange Commission ("SEC") a registration statement on Form S-4
that includes a joint proxy statement/prospectus of Lionsgate
and Lionsgate Studios, as well as other relevant documents
concerning the Arrangement. Each of Lionsgate, Lionsgate Studios
and New Lionsgate may also file other relevant documents with the
SEC regarding the proposed transaction. This communication is not a
substitute for the definitive proxy statement/prospectus or
registration statement or any other document that Lionsgate,
Lionsgate Studios or New Lionsgate may file with the SEC. The
definitive proxy statement/prospectus (if and when available) will
be mailed to stockholders of Lionsgate and Lionsgate Studios.
INVESTORS, SECURITY HOLDERS AND OTHER INTERESTED PERSONS ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE ARRANGEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Lionsgate and Lionsgate Studios
stockholders will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing
information about Lionsgate and Lionsgate Studios, without charge,
at the SEC's website (http://www.sec.gov) or by directing a request
to: nshah@lionsgate.com.
Participants in Solicitation
Lionsgate, Lionsgate Studios and their directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Lionsgate and/or
Lionsgate Studios in connection with the Arrangement. A list of the
names of such directors and executive officers and information
regarding their interests in the Arrangement is included in the
S-4. To the extent interests by the directors or executive officers
of Lionsgate and Lionsgate Studios have changed since the amounts
set forth in the S-4, such changes have been or will be reflected
on Initial Statement of Beneficial Ownership of Securities on Form
3, Statement of Changes in Beneficial Ownership on Form 4, or
Annual Statement of Changes in Beneficial Ownership of Securities
on Form 5, filed by Lionsgate and Lionsgate Studios with the
SEC.
No Offer or Solicitation
This communication does not constitute (i) a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Arrangement or (ii) an offer to
sell, a solicitation of an offer to buy, or a recommendation to
purchase, any securities of Lionsgate, Lionsgate Studios or New
Lionsgate. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom, nor
shall any sale of securities in any states or jurisdictions in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction be affected. No securities commission or securities
regulatory authority in the United
States or any other jurisdiction has in any way passed upon
the merits of the business combination or the accuracy or adequacy
of this communication.
Forward-Looking Statements
The matters discussed in this press release
include forward-looking statements, including those regarding the
dates of the Meetings. Such statements are subject to a number of
risks and uncertainties. Actual results in the future could differ
materially and adversely from those described in the
forward-looking statements as a result of various important
factors, including, but not limited to: changes in our business
strategy; the substantial investment of capital required to produce
and market films and television series; budget overruns;
limitations imposed by our credit facilities and notes;
unpredictability of the commercial success of our motion pictures
and television programming; risks related to acquisition and
integration of acquired businesses; the effects of dispositions of
businesses or assets, including individual films or libraries; the
cost of defending our intellectual property; technological changes
and other trends affecting the entertainment industry; potential
adverse reactions or changes to business or employee relationships;
weakness in the global economy and financial markets, including a
recession and past and future bank failures; wars, terrorism and
multiple international conflicts that could cause significant
economic disruption and political and social instability; labor
disruptions and strikes; the inability of the parties to
successfully or timely consummate the Arrangement, including the
risk that any regulatory approvals or the SEC's declaration of the
effectiveness of the S-4 are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect
Lionsgate or Lionsgate Studios; the approval of the requisite
equity holders of Lionsgate and Lionsgate Studios is not obtained;
the inability to receive court approval of the proposed plan of
arrangement in connection with the Arrangement; the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreements relating to the
Arrangement; failure to realize the anticipated benefits of the
Arrangement; the ability to recognize the anticipated benefits of
the Arrangement; the effect of the announcement or pendency of
the Arrangement on Lionsgate's or Lionsgate Studios' ability to
retain key personnel and to maintain relationships with business
partners; risks relating to potential diversion of management
attention from Lionsgate's and Lionsgate Studios' ongoing business
operations; negative effects of this announcement or the
consummation of the Arrangement on the market price of Lionsgate's
or Lionsgate Studios' applicable equity securities and/or operating
results; transaction costs associated with the Arrangement; and the
other risk factors set forth in Lionsgate's and Lionsgate Studio's
most recent Quarterly Reports Form 10-Q and Annual Report on Form
10-K , and the risk factors that are set forth in the S-4. Neither
of Lionsgate nor Lionsgate Studios undertakes any obligation
to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future
events or circumstances.
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SOURCE Lionsgate; Lionsgate Studios
