Screaming Eagle Acquisition Corp. (Nasdaq: SCRMU, SCRM, SCRMW) ("Screaming Eagle") announced that it has entered into a definitive agreement to merge with the Motion Picture and Television Studio Business of Lionsgate (NYSE: LGF.A, LGF.B) to launch Lionsgate Studios Corp. ("Lionsgate Studios") in a de-SPAC transaction.

The Duff & Phelps Opinions Practice of Kroll provided a fairness opinion to the board of directors of Screaming Eagle Acquisition Corp. in connection with the proposed merger.

Wilson Sonsini Goodrich & Rosati served as legal counsel to Kroll in connection with the fairness opinion.

As a result of the transaction, Lionsgate is expected to continue to hold 87% of the total shares of Lionsgate Studios, while public shareholders and founders and common equity financing investors of Screaming Eagle are expected to own an aggregate of approximately 12.7% of the combined company. The transaction values Lionsgate Studios at an enterprise value of approximately $4.6 billion. Lionsgate Studios does not include the STARZ platform, which will continue to be wholly owned by Lionsgate.

The transaction is expected to close in the spring of 2024 and is anticipated to deliver approximately $350 million (mn) of gross proceeds to Lionsgate, including $175 mn in PIPE financing committed by leading mutual funds and other investors.

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.

White & Case LLP is acting as legal advisor to Screaming Eagle and Goodmans LLP is acting as legal advisor to Screaming Eagle in Canada.

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. Lionsgate'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.

Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Lionsgate and Denton's Canada LLP is acting as legal advisor to Lionsgate in Canada.