Lionsgate emerges as potential M&A target as poison pill expires
Lionsgate is emerging as a potential acquisition target as its shareholder rights plan expires, amid strategic drift and recent activist pressure, according to several sources familiar with the company.
While outside parties have shown interest in Lionsgate at various points since its 1997 founding, the studio has never run a formal sales process or engaged a sell-side banker, one source said.
That dynamic may now be shifting, however, as its shareholder rights plan, adopted in 2025, is set to expire on 7 May.
The plan, widely viewed as a poison pill, is designed to deter hostile takeovers by allowing existing shareholders to buy stock at a discount, resulting in dilution for an unwanted acquirer. The mechanism is intended to force bidders to negotiate with the board rather than quietly build a controlling stake. “If it’s not extended, that could open the door for a sale,” another source said.
Such an opening matters given Lionsgate’s position in the industry. As one of the world’s leading standalone, pure-play, publicly traded content companies, Lionsgate is among the last remaining independent movie studios. The only other independent studios of scale are Sony Pictures and Apollo-backed Legendary Entertainment, according to the sources.
That independence comes with trade-offs. The Los Angeles-based studios primarily operate as “arms dealers,” producing content for third-party platforms rather than owning large-scale consumer distribution, one source explained.
While Sony owns anime streaming platform Crunchyroll, which it acquired in 2020, and Lionsgate previously owned Starz before spinning the TV network off into a separate, publicly traded company last year, this source said one broader strategic question hanging over potential buyers remains unresolved.
“For platforms, the question is always: Do you actually need to buy the studio? Why not just license the content?” the source asked. “Amazon and Netflix already have studio assets in-house. What strategic value are you really getting by paying a premium for ownership?” The era when streaming platforms needed to secure original programming by buying studios has largely passed, making a full-scale acquisition less compelling today, the source added.
Even so, Lionsgate’s content library is its most valuable asset, the sources said. It owns franchises such as The Hunger Games, Twilight, John Wick, Mad Men, Orange is the New Black, The Housemaid, Weeds, and Now You See Me. Its new Michael Jackson biopic, Michael, is one of the biggest films of 2026, grossing nearly USD 500m at the global box office in its first two weeks of release.
Lionsgate’s enterprise value is roughly USD 7.4bn, including its USD 3.6bn market capitalization and net debt. Its stock is up 81% year over year.
While Lionsgate is not seeking a sale, larger players may still take a look, the sources said. Potential buyers include Sony, Paramount Skydance, Netflix, Legendary Entertainment, Comcast, Amazon MGM, and Apple, they said.
Among them, Legendary Entertainment has already shown concrete interest, as it reportedly approached Lionsgate last summer. While it has since signed a three-year distribution agreement with Paramount, one source said it is “entirely plausible” that Legendary could take another run at Lionsgate, even if the combined group would lack the scale of major studios.
“There would be synergies, and Lionsgate may not be getting particularly good value in the public markets,” the source said. Analyses of prior roll-ups show that rationalizing layers of highly paid senior executives can have a meaningful impact on EBITDA, the source noted. Film studios are “a prestige sector” that no longer generates profits commensurate with that prestige, the source added.
Not all potential suitors may be inclined to move quickly, however. Bidders could wait for Lionsgate’s valuation to fall under the weight of its debt and widening losses, or target individual assets rather than the entire business, one source said. On the other hand, an acquisition could help stem losses by reducing general and administrative expenses, according to another.
That corporate uncertainty has been compounded by activist pressure. Anson Funds Management pushed for the 2025 separation of Starz, helping catalyze a second wave of activism from Liberty 77 Capital and MHR Fund Management.
The campaign culminated in the appointment of Liberty 77 Capital founder and former US Treasury Secretary Steven Mnuchin to Lionsgate’s board under a January standstill agreement that allows Liberty 77 and MHR to each build stakes of up to 17.5% in exchange for not making unsolicited proposals, launching proxy contests, or otherwise participating in activities that challenge or circumvent Lionsgate’s governance structure over the course of this year.
An investor summed up the situation by describing Lionsgate as “one of the last buffaloes” with meaningful content assets, while questioning whether there is an obvious buyer willing to move now. While some will view it as a target, it may be too small to move the needle for the largest platforms, the investor said.
A Lionsgate spokesperson declined to comment.