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Lionsgate Studios Corp. (NYSE:LION), a major player in motion picture and video tape production, has announced the adoption of a shareholder rights plan and the declaration of a dividend distribution of one common share purchase right for each outstanding common share. This move, effective as of May 6, 2025, was made by the company’s Board of Directors as a strategic measure to protect shareholder interests in the face of market volatility.
The rights plan, detailed in a Rights Agreement with Computershare Investor Services, Inc. as the rights agent, is designed to ensure that all shareholders can realize the value of their investment and to uphold the Board’s fiduciary responsibilities. The rights will not be exercisable until 10 days after a person or group becomes an Acquiring Person by acquiring 15% or more of the outstanding common shares of Lionsgate Studios.
The rights are set to expire on May 7, 2026, unless extended by shareholder resolution to May 7, 2028. They are initially attached to and trade with the company’s common shares and are represented by the share register until the Distribution Date, after which they will be evidenced by book-entry credits or Rights certificates.
Each Right entitles the holder to purchase one common share of Lionsgate Studios at an exercise price of $32.00, subject to adjustment to prevent dilution. In the event of an Acquiring Person, the rights plan includes a "Flip-In" provision allowing rights holders, excluding the Acquiring Person, to purchase additional shares at a discounted rate.
Furthermore, the Board of Directors may redeem the rights at $0.001 per right before any person becomes an Acquiring Person. The Board may also adjust the Exercise Price, the number of shares issuable, and the number of outstanding Rights to prevent dilution from corporate actions such as stock splits or dividends.
The adoption of the rights plan, commonly referred to as a "poison pill," is a tactic often used by companies to thwart hostile takeover attempts by making it more expensive or complicated for an acquiring entity to gain a controlling stake.
The full terms of the Rights Agreement have been filed with the SEC and are incorporated by reference from the company’s Form 8-K filed on May 7, 2025. This information is based on a press release statement.
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