PIPE Upsized to $225M as part of Launch of Lionsgate
Studios
Extraordinary General Meetings Scheduled
for May 7, 2024
LOS
ANGELES, April 16, 2024 /PRNewswire/ -- Screaming
Eagle Acquisition Corp. ("Screaming Eagle") (Nasdaq: SCRM, SCRMU,
SCRMW) announced today that the registration statement on Form S-4
(File No. 333-276414) (as amended, the "Registration Statement"),
filed by Screaming Eagle's wholly-owned subsidiary, SEAC II Corp.
("Pubco"), relating to the previously announced business
combination with Lionsgate (NYSE: LGF.A, LGF.B) (the "Business
Combination"), has been declared effective by the U.S. Securities
and Exchange Commission ("SEC"). The extraordinary general
meetings of Screaming Eagle's shareholders and public warrant
holders in connection with the Business Combination (the
"Extraordinary General Meetings") will be held on May 7, 2024. The proxy statement/prospectus
relating to the Extraordinary General Meetings will be mailed to
Screaming Eagle's shareholders and public warrant holders of record
as of the close of business on April 16,
2024 (the "Record Date").
As previously disclosed, on April 11,
2024, Screaming Eagle and Lionsgate entered into an
additional PIPE subscription agreement for $50 million, bringing the total committed PIPE
financing in connection with the Business Combination to
$225 million.
The parties anticipate that the Business Combination will close
in early May, subject to satisfaction of the conditions to the
closing of the Business Combination.
About Screaming Eagle
Screaming Eagle Acquisition Corp. is a special purpose
acquisition company established for the purpose of effecting a
merger, capital share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. Screaming Eagle's sponsor is Eagle Equity Partners V,
LLC, of which Harry Sloan,
Jeff Sagansky and Eli Baker are Managing Members who have together
sponsored seven prior SPAC transactions. Screaming Eagle's
management team has extensive experience in identifying and
executing strategic investments globally and has done so
successfully in a number of sectors, including TMT.
Additional Information about the Business Combination and
Where to Find It
In connection with the Business Combination, Pubco filed the
Registration Statement with the SEC, which includes a proxy
statement/prospectus that is both the proxy statement of Screaming
Eagle and a prospectus of Pubco relating to the shares to be issued
in connection with the Business Combination. The Registration
Statement was declared effective by the SEC on April 16, 2024. Screaming Eagle will mail the
definitive proxy statement/prospectus relating to the Business
Combination to its shareholders and public warrant holders as of
the Record Date. The definitive proxy statement contains important
information about the Business Combination and the other matters to
be voted upon at Extraordinary General Meetings. This communication
does not contain all the information that should be considered
concerning the Business Combination and other matters and is not
intended to provide the basis for any investment decision or any
other decision in respect of such matters. Screaming Eagle, Pubco
and Lionsgate may also file other documents with the SEC regarding
the Business Combination. Screaming Eagle's shareholders, public
warrant holders and other interested persons are advised to read
the definitive proxy statement/prospectus and any other documents
filed in connection with the Business Combination, as these
materials may contain important information about Screaming Eagle,
Pubco, Lionsgate, and the Business Combination.
Screaming Eagle's shareholders, public warrant holders and other
interested persons may obtain copies of the Registration Statement,
including the preliminary proxy statement/prospectus contained
therein, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the SEC, free of charge,
by Screaming Eagle, Pubco and Lionsgate through the website
maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Screaming Eagle, Lionsgate, Pubco and their respective directors
and officers may be deemed participants in the solicitation of
proxies of Screaming Eagle shareholders and public warrant holders
in connection with the Business Combination. More detailed
information regarding the directors and officers of Screaming
Eagle, and a description of their interests in Screaming Eagle, is
contained in the definitive proxy statement/prospectus, and is
available free of charge at the SEC's website at www.sec.gov.
Additionally, information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies of
Screaming Eagle's shareholders and public warrant holders in
connection with the Business Combination and other matters to be
voted upon at the Screaming Eagle Business Combination Meetings are
set forth in the definitive proxy statement/prospectus.
Forward-Looking Statements
This communication contains certain statements that may
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act, and Section 21E of the
Exchange Act. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "seek," "should," "target," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about Screaming Eagle's or Lionsgate's ability
to effectuate the Business Combination; the benefits of the
Business Combination; the future financial performance of Pubco
(which will be the go-forward public company following
the completion of the Business Combination) following the Business
Combination; changes in Lionsgate's strategy, future operations,
financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management. These
forward-looking statements are based on information available as of
the date of this communication, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing Screaming Eagle's, Lionsgate's or
Pubco's views as of any subsequent date, and none of Screaming
Eagle, Lionsgate or Pubco undertakes any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. Neither Pubco nor Screaming Eagle gives
any assurance that either Pubco or Screaming Eagle will achieve its
expectations. You should not place undue reliance on these
forward-looking statements. As a result of a number of known and
unknown risks and uncertainties, Pubco's actual results or
performance may be materially different from those expressed or
implied by these forward-looking statements. Some factors that
could cause actual results to differ include: (i) the timing
to complete the Business Combination by Screaming Eagle's business
combination deadline, and the potential failure to obtain an
extension of the business combination deadline if further sought by
Screaming Eagle; (ii) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreements relating to the Business Combination;
(iii) the outcome of any legal, regulatory or governmental
proceedings that may be instituted against Pubco, Screaming Eagle,
Lionsgate or any investigation or inquiry following announcement of
the transaction, including in connection with the Business
Combination; (iv) the inability to complete the Business
Combination due to the failure to obtain approval of Screaming
Eagle's shareholders or Screaming Eagle's public warrant holders;
(v) Lionsgate's and Pubco's success in retaining or
recruiting, or changes required in, its officers, key employees or
directors following the Business Combination; (vi) the ability
of the parties to obtain the listing of Pubco's securities on a
national securities exchange upon the date of closing of the
Business Combination; (vii) the risk that the Business
Combination disrupts current plans and operations of Lionsgate;
(viii) the ability to recognize the anticipated benefits of
the Business Combination; (ix) unexpected costs related to the
Business Combination; (x) the amount of redemptions by
Screaming Eagle's public shareholders being greater than expected;
(xi) the management and board composition of Pubco following
completion of the Business Combination; (xii) limited
liquidity and trading of Pubco's securities following completion of
the Business Combination; (xiii) changes in domestic and
foreign business, market, financial, political and legal
conditions, (xiv) the possibility that Lionsgate or Screaming
Eagle may be adversely affected by other economic, business, and/or
competitive factors; (xv) operational risks;
(xvi) litigation and regulatory enforcement risks, including
the diversion of management time and attention and the additional
costs and demands on Lionsgate's resources; (xvii) the risk
that the consummation of the Business Combination is substantially
delayed or does not occur; and (xix) other risks and
uncertainties indicated from time to time in the Registration
Statement, including those under "Risk Factors" therein, and in the
other filings of Screaming Eagle, Pubco and Lionsgate 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 Business Combination or (ii) an offer to
sell, a solicitation of an offer to buy, or a recommendation to
purchase, any securities of Lionsgate, Screaming Eagle, Pubco or
any of their respective affiliates. 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 transaction or the
accuracy or adequacy of this communication.
Contacts
MEDIA CONTACTS:
Jeff
Pryor/Priority PR
e. jeff@prioritypr.net
INVESTOR CONTACTS:
Ryan O'Connor
t. (424) 284-3519
e. roconnor@eaglesinvest.com
View original
content:https://www.prnewswire.com/news-releases/screaming-eagle-announces-effectiveness-of-registration-statement-for-proposed-business-combination-302118750.html
SOURCE Screaming Eagle Acquisition Corp.