SANTA MONICA, Calif. and
VANCOUVER, British Columbia,
Sept. 22, 2016 /PRNewswire/ -- As
contemplated in the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on August 1, 2016, as amended on September 6, 2016, Lionsgate (NYSE: LGF) today
announced that it will suspend its quarterly cash dividend
beginning immediately due to its anticipated merger with Starz.
ABOUT LIONSGATE
Lionsgate is a premier next generation global content leader
with a diversified presence in motion picture production and
distribution, television programming and syndication, home
entertainment, international distribution and sales, branded
channel platforms, interactive ventures and games, and
location-based entertainment. The Company has nearly 80
television shows on 40 different networks spanning its primetime
production, distribution and syndication businesses. These
include the ground-breaking hit series Orange is the New
Black, the fan favorite drama series Nashville, the syndication success The
Wendy Williams Show, the hit drama The Royals, the
Golden Globe-nominated dramedy Casual and the breakout
success Greenleaf.
The Company's feature film business spans eight labels and
includes the blockbuster Hunger Games franchise,
the Now You See Me and John
Wick series, Nerve, CBS Films/Lionsgate's
Hell or High Water, Sicario, Roadside
Attractions' Love & Mercy and Mr.
Holmes, Codeblack Films' Addicted and breakout
concert film Kevin Hart:
Let Me Explain and Pantelion Films' Instructions Not
Included, the highest-grossing Spanish-language film ever
released in the U.S.
Lionsgate's home entertainment business is an industry leader in
box office-to-DVD and box office-to-VOD revenue conversion rates.
Lionsgate handles a prestigious and prolific library of
approximately 16,000 motion picture and television titles that is
an important source of recurring revenue and serves as a foundation
for the growth of the Company's core businesses. The Lionsgate and
Summit brands remain synonymous with original, daring, quality
entertainment in markets around the
world. www.lionsgate.com
For investor inquiries, please contact:
James Marsh
(310) 255-3651
jmarsh@lionsgate.com
For media inquiries, please contact:
Peter Wilkes
(310) 255-3726
pwilkes@lionsgate.com
Caution Regarding Forward-Looking Statements
This communication may contain certain forward-looking
statements, including certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the merger parties' plans, objectives, expectations
and intentions, the expected timing of completion of the
transaction, and other statements that are not historical facts.
Such statements are subject to numerous assumptions, risks, and
uncertainties. Statements that do not describe historical or
current facts, including statements about beliefs and expectations,
are forward-looking statements. Forward-looking statements may be
identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could,
or similar variations. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements
including: the substantial investment of capital required to
produce and market films and television series; increased costs for
producing and marketing feature films and television series; budget
overruns, limitations imposed by Lionsgate's or Starz's credit
facilities and notes; unpredictability of the commercial success of
Lionsgate's or Starz's motion pictures and television programming;
risks related to Lionsgate's or Starz's acquisition and integration
of acquired businesses; the effects of dispositions of businesses
or assets, including individual films or libraries; the cost of
defending Lionsgate's or Starz's intellectual property;
technological changes and other trends affecting the entertainment
industry; the possibility that the proposed transaction does not
close when expected or at all because required regulatory,
shareholder or other approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all; the
risk that the financing required to fund the transaction is not
obtained; potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement or completion of the transaction; uncertainties as to
the timing of the transaction; competitive responses to the
transaction; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the two companies; the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the transaction; Lionsgate's ability
to complete the acquisition and integration of Starz successfully;
litigation relating to the transaction; and other factors that may
affect future results of Lionsgate and Starz. Additional factors
that could cause results to differ materially from those described
above can be found in Lionsgate's Annual Report on Form 10-K for
the year ended March 31, 2016, and in
its subsequent Quarterly Reports on Form 10-Q, including for the
quarter ended June 30, 2016, each of
which is on file with the Securities and Exchange Commission (the
"SEC") and available in the "Corporate" section of Lionsgate's
website, http://www.lionsgate.com, under the heading "Reports" and
in other documents Lionsgate files with the SEC, and in Starz's
Annual Report on Form 10-K for the year ended December 31, 2015 and in its subsequent Quarterly
Reports on Form 10-Q, including for the quarters ended March 31, 2016 and June
30, 2016, each of which is on file with the SEC and
available in the "Starz Corporate" section of Starz's website,
http://www.Starz.com, under the subsection "Investor Relations" and
then under the heading "SEC Filings" and in other documents Starz
files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Lionsgate nor Starz assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Important Additional Information
In connection with the proposed transaction, Lionsgate has filed
with the SEC a Registration Statement on Form S-4 that includes a
Joint Proxy Statement of Lionsgate and Starz and a Prospectus of
Lionsgate, as well as other relevant documents concerning the
proposed transaction. The registration statement has not yet become
effective and the Joint Proxy Statement included therein is in
preliminary form. The proposed transaction involving Lionsgate and
Starz will be submitted to Starz's stockholders and Lionsgate's
stockholders for their consideration. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval.
STOCKHOLDERS OF LIONSGATE AND STOCKHOLDERS OF STARZ ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain a free copy of the definitive
joint proxy statement/prospectus, as well as other filings
containing information about Lionsgate and Starz, without charge,
at the SEC's website (http://www.sec.gov). Copies of the joint
proxy statement/prospectus and the filings with the SEC that are
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, by directing a request to
James Marsh, Senior Vice President
of Lionsgate Investor Relations, 2700 Colorado Avenue, Santa Monica, California, 90404, or at (310)
255-3651, or to Starz, 8900 Liberty Circle, Englewood, Colorado 80112, or at
1-855-807-2929.
Participants in the Solicitation
Lionsgate, Starz, and certain of their respective directors,
executive officers, and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information regarding Lionsgate's directors and
executive officers is available in its definitive proxy statement,
which was filed with the SEC on July 28,
2016, and certain of its Current Reports on Form 8-K.
Information regarding Starz's directors and executive officers is
available in its definitive proxy statement, which was filed with
SEC on April 29, 2016, and certain of
its Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC. Free copies of this document
may be obtained as described in the preceding paragraph.
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SOURCE Lionsgate