SANTA
MONICA, Calif. and VANCOUVER,
BC, July 12, 2023 /PRNewswire/
-- Lionsgate (NYSE: LGF.A, LGF.B) ("the Company") today
announced the public filing of a Form 10 registration statement
with the U.S. Securities and Exchange Commission in connection with
its planned separation into two independent, publicly traded
companies. The separation would result in the Company's
Motion Picture and Television Production segments and a substantial
portion of its corporate general and administrative functions (the
"Studio Business") becoming an independent, separately traded
public company. The Company's Media Networks segment (the
"Starz Business") would remain in the existing company.
"The filing of this Form 10 continues the process of planning
for the separation of the Studio and Starz businesses," said
Lionsgate CEO Jon Feltheimer.
"We remain excited by the prospect of separating Lionsgate and
Starz into standalone companies with strong financial foundations
that will allow each company to pursue its own distinct strategy
while offering investors the opportunity to own both a pure-play
publicly-traded content studio and a premium subscription
platform."
The public Form 10 includes preliminary detailed information
about the Studio Business, the Starz Business and the go forward
separate companies. The public Form 10 is subject to change prior
to completion of the separation.
The timing of this separation will be subject to a number of
factors including ongoing and potential business opportunities as
well as the condition of the financial markets. The separation
itself remains subject to final approval by Lionsgate's Board of
Directors as well as approval by the Company's shareholders and
governmental authorities, including the Supreme Court of
British Columbia, and other
customary conditions.
A copy of the initial Form 10 is available on the SEC website at
www.sec.gov and can also be viewed on the Lionsgate investor
relations website.
About Lionsgate
Lionsgate (NYSE: LGF.A, LGF.B) encompasses world-class motion
picture and television studio operations aligned with the STARZ
premium global subscription platform to bring a unique and varied
portfolio of entertainment to consumers around the world. The
Company's film, television, subscription and location-based
entertainment businesses are backed by a 18,000-title library and a
valuable collection of iconic film and television franchises. A
digital age company driven by its entrepreneurial culture and
commitment to innovation, the Lionsgate brand is synonymous with
bold, original, relatable entertainment for audiences
worldwide.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made in the United States
absent registration under the U.S. Securities Act of 1933, as
amended ("Securities Act"), or pursuant to an exemption from, or in
a transaction not subject to, such registration requirements.
Additional Information and Where To Find It
This communication is being made in respect of a proposed
separation of the television and movie production business (the
"Studio Business") of Lions Gate Entertainment Corp., a British
Columbia Corporation ("Lionsgate") from its media networks business
(the "Starz Business") by way of a plan of arrangement involving LG
Orion Holdings Inc., a British
Columbia corporation and current wholly-owned subsidiary of
Lionsgate ("New Lionsgate," and such proposed separation, the
"Separation"). In connection with the Separation, Lionsgate and New
Lionsgate have and intend to file relevant materials with the
Securities and Exchange Commission (the "SEC"), including a
registration statement on Form 10 that includes a preliminary
information statement of New Lionsgate and preliminary proxy
statement of Lionsgate (the "joint information/proxy statement").
The information in the joint information/proxy statement will not
be complete and may be changed. Lionsgate will deliver the
definitive proxy statement to its shareholders as required by
applicable law. This communication is not a substitute for any
proxy statement or any other document that may be filed with the
SEC in connection with the Separation.
INVESTORS AND SECURITY HOLDERS OF LIONSGATE ARE URGED TO READ
THE JOINT INFORMATION/PROXY STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED SEPARATION.
Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed with
the SEC free of charge at the SEC's website, www.sec.gov.
Copies of documents filed with the SEC by Lionsgate (when they
become available) may be obtained free of charge on Lionsgate's
website at https://investors.lionsgate.com/.
Participants in the Solicitation
Lionsgate, New Lionsgate and Lionsgate's directors, executive
officers and certain other employees and other persons may be
deemed to be participants in the solicitation of proxies from
Lionsgate's shareholders in favor of the proposed Separation under
the rules of the SEC. Information about Lionsgate's directors and
executive officers is available in the joint information/proxy
statement that forms a part of New Lionsgate's Registration
Statement on Form 10 (File No. 001-41743), which was
filed with the SEC on July 12,
2023. Additional information regarding participants in the
proxy solicitations and a description of their direct and indirect
interests will be included in amendments to the joint
information/proxy statement and the other relevant documents filed
with the SEC when they become available.
Cautionary Note Regarding Forward-Looking Statements
This communication may contain "forward-looking statements"
within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. Forward-looking statements include those
containing such words as "anticipates," "believes," "could,"
"estimates," "expects," "forecasts," "goal," "guidance," "intends,"
"may," "outlook," "plans," "projects," "seeks," "sees," "should,"
"targets," "will," "would," or other words of similar meaning. All
statements that reflect Lionsgate's expectations, assumptions or
projections about the future, other than statements of historical
fact, are forward-looking statements, including, without
limitation, forecasts relating to discussions of future operations
and financial performance (including volume growth, pricing, sales
and earnings per share growth, and cash flows) and statements
regarding Lionsgate's or New Lionsgate's strategy for growth,
future product development, regulatory approvals, competitive
position and expenditures. Forward-looking statements are not
guarantees of future performance and are subject to risks,
uncertainties, and changes in circumstances that are difficult to
predict. Although Lionsgate believes that the expectations
reflected in any forward-looking statements it makes are based on
reasonable assumptions, it can give no assurance that these
expectations will be attained and it is possible that actual
results may differ materially from those indicated by these
forward-looking statements due to a variety of risks and
uncertainties. Whether actual results will conform to expectations
and predictions is subject to known and unknown risks and
uncertainties, including: risks and uncertainties discussed in
reports that Lionsgate or New Lionsgate has filed with the SEC; the
risks inherent in separating the Studio Business from the Starz
Business of Lionsgate, including uncertainties related to, among
other things, the costs and expected benefits of the Separation,
the expected timing of the Separation or whether it will be
completed, whether the conditions to the Separation can be
satisfied (including the receipt of the required approval from
Lionsgate shareholders), any litigation arising out of or relating
to the Separation, the expected tax treatment of the Separation,
the impact of the Separation on the Studio Business and Starz
Business, and other circumstances beyond Lionsgate's control. You
should not place undue reliance on these forward-looking
statements. For more details on factors that could affect these
expectations, please see Lionsgate's and New Lionsgate's filings
with the SEC, including the joint information/proxy statement and
any amendments thereto.
For further information, investors should contact:
Nilay Shah
310-255-3651
nshah@lionsgate.com
For media inquiries, please contact:
Peter Wilkes
310-255-3726
pwilkes@lionsgate.com
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SOURCE Lionsgate
