may, under SEC rules, be deemed participants in the solicitation of proxies of Screaming Eagles shareholders and public warrant holders in connection with the transaction and other matters
to be voted upon at the Screaming Eagle Shareholders Meeting and SEAC Public Warrant Holders Meeting will be set forth in the Registration Statement for the transaction when available.
Forward-Looking Statements
This
communication includes 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 the Screaming Eagle or Lionsgates ability to effectuate the transaction discussed in this document; the benefits of the transaction; the future financial performance of Lionsgate Studios (which will be the go-forward public company following the completion of the transaction) following the transactions; changes in Lionsgates 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 document, 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, Lionsgate or New Screaming Eagles views as of any subsequent date, and none of Screaming Eagle, Lionsgate or
New Screaming Eagle 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 New Screaming Eagle nor Screaming Eagle gives any assurance that either New Screaming Eagle 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, New Screaming Eagles 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 transaction by Screaming Eagles business combination deadline and the potential failure to obtain an extension of the business combination deadline if
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 transaction; (iii) the outcome of any legal, regulatory or
governmental proceedings that may be instituted against New Screaming Eagle, Screaming Eagle, Lionsgate or any investigation or inquiry following announcement of the transaction, including in connection with the transaction; (iv) the inability
to complete the transaction due to the failure to obtain approval of Screaming Eagles shareholders or Screaming Eagles public warrant holders; (v) Lionsgates and New Screaming Eagles success in retaining or recruiting,
or changes required in, its officers, key employees or directors following the transaction; (vi) the ability of the parties to obtain the listing of Lionsgate Studios Common Shares on a national securities exchange upon the date of
closing of the transaction; (vii) the risk that the transaction disrupts current plans and operations of Lionsgate; (viii) the ability to recognize the anticipated benefits of the transaction; (ix) unexpected costs related to the
transaction; (x) the amount of redemptions by Screaming Eagles public shareholders being greater than expected; (xi) the management and board composition of Lionsgate Studios following completion of the transaction;
(xii) limited liquidity and trading of Lionsgate Studios securities following completion of the transactions; (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 Lionsgates resources; (xvii) the risk that the consummation of the transaction 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, New Screaming Eagle 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 transaction or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to
purchase, any securities of Lionsgate, Screaming Eagle, the combined company or any of their respective affiliates.