Liberty
Global and Discovery Each Acquire 3.4% Stake in Lionsgate
Liberty
Global President and CEO Mike Fries and Discovery President and CEO David
Zaslav to be Named to Lionsgate Board of Directors
Partners
Enter Into Commercial Agreements
November 10,
2015 - Denver, CO, Silver Spring, MD and Santa Monica, CA - Liberty Global plc
("Liberty Global") (NASDAQ: LBTYA, LBTYB, LBTYK, LILA and LILAK), Discovery
Communications Inc. ("Discovery Communications") (NASDAQ: DISCA,
DISCB, DISCK) and Lions Gate Entertainment Corp. (“Lionsgate”) (NYSE: LGF) today
announced a transaction under which Liberty Global and Discovery Communications
each have agreed in principle subject to documentation to purchase 5.0 million
common shares of Lionsgate, resulting in each having an approximately 3.4%
shareholding of Lionsgate’s current outstanding shares. These 10.0 million
shares will be acquired from funds affiliated with MHR Fund Management LLC.
Liberty Global
and Discovery Communications will each pay approximately $195 million for their
respective stakes in Lionsgate. Additionally, Liberty Global and Discovery
Communications will each have one designee appointed to Lionsgate's Board of Directors
-- President and CEO Mike Fries for Liberty Global and President and CEO David
Zaslav for Discovery Communications. Liberty Global and Discovery Communications
are each entering into separate commercial agreements with Lionsgate providing
for a preferred partner relationship with respect to licensing rights for
certain theatrical and television content across their markets. The share acquisitions are expected to close later
today.
“We’re very
enthusiastic about this alliance with Lionsgate, and I’m pleased to join
Chairman Mark Rachesky and the rest of the Lionsgate Board,” said Fries. “The
company is a unique success story in the entertainment industry. Lionsgate is
led by an incredible management team and they’ve created one of the deepest
portfolio of brands and franchises in the industry. This strategic content
investment will also create opportunities for Lionsgate to become an even more
important supplier of high-end premium content to our 24 million video and 18
million broadband subscribers.”
"One of
Discovery's advantages is our ownership in a diverse portfolio of global
content and IP, which uniquely positions the company to deliver an audience
across multiple media ecosystems," said Zaslav. "Lionsgate has
created a strong television business and we are proud to take this ownership
stake to gain access to terrific storytellers, creative leadership, and global
formats and IP, in both nonfiction and scripted programming. As with all of our
creative partners, we look forward to telling world-class stories with Jon and
the deep management team at Lionsgate, and further strengthening Discovery's
content pipeline across our linear and digital platforms around the
world."
"David
and Mike are highly accomplished and respected executives who will bring added
depth and vision to our Board of Directors," said Dr. Mark Rachesky,
Chairman and largest shareholder of Lionsgate. "I was a very early
believer in the value of content, and these new strategic relationships with
two of the pre-eminent programming and distribution platforms in the world help
position us to take the Company to the next level."
"This
transaction aligns Lionsgate with two of the most visionary players in the
global marketplace, and we're delighted to add David and Mike's experience and
expertise to our Board of Directors," said Lionsgate CEO Jon Feltheimer
and Vice Chairman Michael Burns. "We believe that this agreement creates
tremendous strategic opportunities to grow our content initiatives around the
world and positions us to generate significant incremental value for our
shareholders."
A designee of
MHR Fund Management, MHR principal and investment committee member Emily Fine,
also will join the Board. Frank Giustra,
who has served a total of 11 years on the Board, will step down.
"We're
pleased to welcome MHR's Emily Fine, with whom we have worked closely over the
past 10 years, to our Board," continued Feltheimer and Burns. "We would also like to thank Frank
Giustra, the founder of Lionsgate and a guiding force during our Company's
evolution, for his many years of valuable service."
Lionsgate will be entering into
certain agreements with Liberty Global, Discovery Communications, Dr. John
Malone, who currently serves on the Lionsgate Board of Directors, and MHR Fund
Management LLC. These agreements are intended to include among other things,
rights pursuant to which Liberty Global, Discovery Communications and MHR Fund
may designate members to the Lionsgate Board of Directors subject to certain
share ownership thresholds and under which they have each agreed to vote the common
shares owned by them (together with certain of their affiliates) in favor of
each of the other’s respective director nominees. The agreements are also intended to include
restrictions of purchases and sales of Lionsgate common shares for prescribed
periods of time, together with rights and obligations relating to certain
corporate actions with Lionsgate during such time. These agreements will be more fully described in a Current
Report on Form 8-K to be filed with the Securities and Exchange Commission
by Lionsgate. The agreements are substantially complete and parties
intend to enter into these agreements today, however, the transaction is
subject to the risk that the parties are unable to finalize the documentation.
LionTree Advisors
acted as exclusive financial advisor to Discovery and Liberty Global.
About
Liberty Global
Liberty Global
is the largest international cable company with operations in 14 countries. We
connect people to the digital world and enable them to discover and experience
its endless possibilities. Our market-leading products are provided through
next-generation networks and innovative technology platforms that connected 27
million customers subscribing to 57 million television, broadband internet and
telephony services at September 30, 2015. In addition, we served five million
mobile subscribers and offered WiFi service across six million access points.
Liberty
Global's businesses are currently attributed to two tracking stock groups: the
Liberty Global Group (NASDAQ: LBTYA, LBTYB and LBTYK), which primarily
comprises our European operations, and the LiLAC Group (NASDAQ: LILA and LILAK,
OTC Link: LILAB), which comprises our operations in Latin America and the
Caribbean.
Liberty
Global's consumer brands are Virgin Media, Ziggo, Unitymedia, Telenet, UPC, VTR
and Liberty. Our operations also include Liberty Global Business Services and
Liberty Global Ventures. www.libertyglobal.com
About Discovery Communications
Discovery
Communications (Nasdaq: DISCA, DISCB, DISCK) is the world’s #1 pay-TV
programmer reaching 3 billion cumulative subscribers in more than 220 countries
and territories. For 30 years Discovery has been satisfying curiosity and
entertaining viewers with high-quality content through its global brands, led
by Discovery Channel, TLC, Animal Planet, Investigation Discovery, Science and
Turbo/Velocity, as well as U.S. joint venture network OWN: Oprah Winfrey
Network, and through the Discovery Digital Networks portfolio, including
TestTube, Seeker and SourceFed. Discovery owns Eurosport, the leading
pan-regional sports entertainment destination across Europe and Asia-Pacific.
Discovery also is a leading provider of educational products and services to
schools, including an award-winning series of K-12 digital textbooks, through
Discovery Education. For more information, please visit www.discoverycommunications.com.
About
Lionsgate
Lionsgate is a
premier next generation global content leader with a strong and diversified
presence in motion picture production and distribution, television programming
and syndication, home entertainment, digital distribution, new channel
platforms, video games and international distribution and sales. Lionsgate
currently has more than 30 television shows on over 20 different networks
spanning its primetime production, distribution and syndication businesses,
including the critically-acclaimed hit series Orange is the New Black, the multiple Emmy Award-winning drama Mad Men, the broadcast network series Nashville, the syndication success The Wendy Williams Show, the acclaimed
drama Manhattan and the breakout
series The Royals.
Its feature
film business has been fueled by such successes as the blockbuster first three
installments of The Hunger Games
franchise, the first two installments of the Divergent franchise, Sicario,
The Age of Adaline, CBS/Lionsgate's The DUFF, John Wick, Now You See Me,
Roadside Attractions' Love & Mercy
and Mr. Holmes, Lionsgate/Codeblack
Films' Addicted 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 the 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
Liberty
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Discovery Communications Corporate Communications
Catherine Frymark +1 240- 893-9840 catherine_frymark@discovery.com
Discovery Communications Investor Relations
Jackie Burka +1 212-548-5642 jackie_burka@discovery.com
Lionsgate Investor Relations & Executive Communications
Peter D. Wilkes +1 310-255-3726 pwilkes@lionsgate.com