M&A - Lionsgate Studios Corp.
Form Type: 8-K
Filing Date: 2025-04-24
Corporate Action: Merger
Type: New
Accession Number: 000119312525092124
Filing Summary: On April 23, 2025, Lionsgate Studios Corp. held a Special Meeting of Shareholders to consider important proposals. The proposals included the Lionsgate Studios Reorganization Proposal, which aimed to adopt a statutory Plan of Arrangement among Lionsgate, Lionsgate Studios, and Lionsgate Studios Holding Corp. (New Lionsgate). 93.84% of shares were represented, and the Reorganization Proposal received 99.99% approval from the votes cast, indicating strong support. Another key proposal involved advisory organizational documents affecting shareholder rights, with sub-proposals on changing authorized share capital and quorum requirements for meetings. Both sub-proposals also passed with significant support, with 95.58% and 97.19% approval rates respectively. The consummation of these transactions is anticipated around May 5, 2025.
Additional details:
Item: item_5_07
Item: special_meeting_date
Date: 2025-04-23
Item: shares_represented_percentage
Percentage: 93.84%
Item: votes_for_reorganization_proposal
Count: 270872570
Item: votes_against_reorganization_proposal
Count: 23004
Item: percentage_for_reorganization_proposal
Percentage: 99.99%
Item: shares_voted_for_change_in_authorized_share_capital
Count: 258917744
Item: shares_voted_against_change_in_authorized_share_capital
Count: 11977830
Item: percentage_for_change_in_authorized_share_capital
Percentage: 95.58%
Item: shares_voted_for_quorum_change_proposal
Count: 263278764
Item: shares_voted_against_quorum_change_proposal
Count: 7616810
Item: percentage_for_quorum_change_proposal
Percentage: 97.19%
Form Type: 425
Filing Date: 2025-04-17
Corporate Action: Merger
Type: New
Accession Number: 000119312525084394
Filing Summary: On April 17, 2025, Lionsgate Studios Corp. and Lionsgate Entertainment Corp. reported the release of an investor presentation regarding a merger arrangement agreement dated January 29, 2025. The agreement, amended on March 12, 2025, outlines the separation of Lionsgate Studios' motion picture and television operations from Lionsgate's other businesses, including STARZ-branded platforms, through a plan of arrangement. A special meeting for shareholders is scheduled for April 23, 2025, to discuss the proposed transactions. The joint press release issued concurrently with the presentations emphasizes the importance of shareholder participation in voting. The arrangement involves share exchanges for both LGEC Class A and Class B shareholders, enabling the establishment of a new holding company, New Lionsgate, which will oversee the split operations. The announcement also includes supplemental disclosures to clarify voting requirements for key proposals related to the arrangement, which includes approval for the Reverse Stock Split as part of the transaction requirements.
Additional details:
Notice Of Meeting: The annual general and special meeting of Lionsgate and Lionsgate Studios will take place on April 23, 2025.
Investor Presentation: A joint investor presentation was released on April 17, 2025.
Registration Statement: A registration statement on Form S-4 was filed with the SEC on March 13, 2025.
Proxy Statement: A proxy statement was mailed to shareholders on March 14, 2025.
Vote Requirements: Approval of the arrangement requires at least two-thirds (66 2/3%) of votes from LGEC Class A and Class B shares.
Exchange Ratio Class A: Holders of LGEC Class A shares will receive one New Lionsgate Class A share and one New Lionsgate Class C preferred share for each LGEC Class A share.
Exchange Ratio Class B: Holders of LGEC Class B shares will receive one New Lionsgate Class B share and one New Lionsgate Class C preferred share for each LGEC Class B share.
Lg Studios Common Share Exchange: LG Studios shareholders will receive new common shares based on the LG Studios Reorganization Ratio.
Supplemental Disclosures: Supplemental disclosures were provided to clarify clerical errors in the proxy statement.
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