..Gary Dretzka
..Noah Forrest
..Leonard Klady
..R.J. Matson
..David Poland
..Douglas Pratt
..Ray Pride
..Michael Wilmington

March 23, 2005

For Immediate Release

HBO AND NEW LINE CINEMA PARTNER ON NEW
INDEPENDENT DISTRIBUTION COMPANY HEADED BY BOB BERNEY

HBO AND NEW LINE ACQUIRE NEWMARKET THEATRICAL DISTRIBUTION

(March 23, 2005) – Chris Albrecht, chairman and CEO, HBO, and Robert Shaye and Michael Lynne, co-chairmen and co-CEOs, New Line Cinema, announced today that the two companies will form a new, jointly-owned, theatrical distribution company to release independent films which will be run by former Newmarket Films President Bob Berney.

HBO and New Line have acquired Newmarket theatrical distribution to serve as the foundation of the yet-to-be-named company, which will be based in the current offices of Newmarket Films in New York and will report to Lynne and Colin Callender, president, HBO Films. The stand-alone company will distribute films that are produced by both HBO and New Line, as well as outside acquisitions. HBO Films and New Line have further agreed to jointly fund a new slate of modestly budgeted independent movies.

Formed three years ago by partners William Tyrer, Chris Ball and Bob Berney, Newmarket Films is the distribution arm of Newmarket Entertainment Group. The company in that short time has marketed and distributed some of the most successful independent films, including Mel Gibson’s record-breaking “The Passion of the Christ,” with Icon Pictures; critically acclaimed “Monster,” which garnered Charlize Theron the Best Actress Academy Award; and “Whale Rider,” for which 13-year-old Keisha Castle Hughes earned a Best Actress nomination.

With more than two decades of experience in marketing and distribution, Berney joined Newmarket Films hot off of releasing the box office phenomenon “My Big Fat Greek Wedding” and the critical favorite “Y Tu Mamá También” through IFC Films. Prior to joining IFC, Berney independently released “Memento” for Newmarket Entertainment Group.

“In the course of our partnership with HBO, it became apparent that combining the talent, experience and wherewithal of HBO and New Line in pursuit of the production and distribution of quality pictures, would resonate in a significant way with the creative community,” said Shaye and Lynne. “The opportunity to build this organization under the aegis of Bob Berney is exciting to us and to HBO.”

“Bob has a remarkable track record in independent film distribution and with this new partnership HBO and New Line hope to provide him with the support necessary to build a very successful independent film distribution company. The new company will operate autonomously but will have at its disposal the resources of two established leaders in the field of production, marketing and distribution. Both have a similar history of risk taking and creative excellence,” said Albrecht.

"The sale of the unit to HBO makes considerable sense: that unit has proven themselves in the market against the speciality units of the studios. The boom in that market has seen independents effectively becoming mini-majors, where costs, while attractive to studios, can still be prohibitive to the creative nature of indie film. Newmarket will return to our original goal of financing, and distributing the work of independent filmmakers", said Will Tyrer, Partner Newmarket Film Group.

We're very proud to have built a company with the help of Bob that has marketed and distributed such extraordinary work for the film community. We believe that this transaction will provide Bob with a great opportunity to build a major film company in conjunction with HBO and New Line, " said Chris Ball, Partner Newmarket Film Group.

“HBO Films had a great relationship with Bob Berney and Newmarket on the release of ‘Real Women Have Curves” and of course we have had a successful run with the New Line family on such films as ‘American Splendor,’ Gus van Sant’s ‘Elephant’ and Josh Marston’s ‘Maria Full of Grace,’ said Callender. “This new joint venture give us at HBO Films a powerhouse distribution vehicle tailor made to our needs and the needs of the filmmakers we work with. It will help bring our diverse slate of theatrical films to the largest possible audience.”

“The pedigrees of both HBO, which has demonstrated its great passion to filmmaking and storytelling, and New Line Cinema, with its brave and cutting edge history, combined through this new entity creates not only a great opportunity for my team at Newmarket but also a tremendous new outlet for filmmakers and audiences alike,” said Berney.

It is anticipated that New Line’s Fine Line division will be folded into the new venture over the ensuing months.

About New Line Cinema Corporation:

New Line Cinema is the oldest and most successful independent film company in the world. In addition to the production, marketing and distribution of theatrical motion pictures, the fully-integrated studio has divisions devoted to home entertainment, television, music, theater, licensing, merchandising and international marketing and distribution. New Line is a pioneer in franchise filmmaking and its Oscar-winning The Lord of the Rings trilogy is the most successful film franchise in history. Together with its subsidiary, Fine Line Features, New Line is a unit of Time Warner.

About HBO Films:

HBO Films, a division of Home Box Office, produces movies for the network, such as the multiple award-winning “Angels In America,” as well as films for theatrical release.

HBO Films recently received two Oscar® nominations – Catalina Sandino Moreno in the Best Actress category for “Maria Full Of Grace” and “Yesterday” for Best Foreign Language Film. Other recent accolades for HBO Films include top honors at the 2003 Cannes Film Festival where “Elephant” and director Gus Van Sant were awarded the Palme d’Or and Best Director prizes, while “American Splendor” captured the International Film Critics Association Awards. “American Splendor” was also named Best Picture by both the Los Angeles Film Critics and National Society of Film Critics, and earned an Oscar® nomination for Best Adapted Screenplay. For three years in a row, HBO Films received a top award at the Sundance Film Festival: “Maria Full of Grace” (Audience Award, 2004), “American Splendor” (Grand Jury Prize, 2003) and “Real Women Have Curves” (Audience Award, 2002).

About Newmarket Entertainment Group:

Since its founding in 1994 by William Tyrer and Chris Ball, Newmarket Film Group has produced or co-produced such box-office hits as “Memento,” ‘Cruel Intentions” and “The Mexican,” and been involved in the financing of over 75 other features such as “The Usual Suspects,” “Velvet Goldmine” and “Topsy Turvy.“ In 2002, the distribution unit Newmarket Films was launched to release Newmarket's own “Memento,” and followed up with such films as “Donnia Darko,” “Lilya 4Ever,” “Monster,” and “Whale Rider.” Other Newmarket activities include a first-look with Raygun Productions, headed by Aaron Ryder; an on-going venture with Neal Moritz; a development slate including Chris Nolan's post-BATMAN return to indie film; and a substantial library of over 200 films.

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