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8-K - FORM 8-K - Liberty Acquisition Holdings Corp. | g23380e8vk.htm |
Exhibit 99.1
PRESS RELEASE
PRISA FILES REGISTRATION STATEMENT ON
FORM F-4, AMENDS TERMS OF LIBERTY DEAL
FORM F-4, AMENDS TERMS OF LIBERTY DEAL
(Madrid, New York, May 10, 2010) Promotora de Informaciones, S.A. (PRISA) (MCE: PRS.MC) has announced today that it filed its
Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission. The
filing, which includes a preliminary proxy statement of Liberty Acquisition Holdings Corp.
(Liberty) (NYSE AMEX: LIA, LIA.U, LIA.WS) and a preliminary PRISA prospectus, containing
important information about the companies pending business combination should allow
investors to review in greater detail the business combination previously announced between
the two companies, which would provide Prisa with a maximum cash infusion of approximately
US$903 million.
In order to further align the interests of both Liberty and PRISA shareholders and enhance
the likelihood of the successful closing of the transaction, PRISA and Liberty also
announced changes to the terms of the business combination, which include the following:
| Target value for each share of Liberty common stock has increased from $11.00 to $11.26, based on a value per PRISA ordinary share of 3.518, a stated value of 7.331378 per PRISA convertible non-voting share and a dollar to euro exchange rate of 1.364; | ||
| Maximum cash available to PRISA has increased to $903 million; | ||
| Non Voting Convertible Shares (NVCS), with an initial annual dividend of 7%, now represent approximately 50% of the total targeted value of the consideration offered to Liberty stockholders, instead of the 32.5% previously announced; | ||
| The strike price for conversion of the NVCS into PRISA ordinary shares has been lowered from 4.50 to 3.75, and the conversion rate will be the then-current stated value divided by the strike price; | ||
| Dividends will be payable from PRISAs distributable profits and will not accumulate if unpaid. PRISA has the option to pay dividends in cash or in kind by increasing the stated value of the NVCS (which initially will be 7.331378); | ||
| PRISA will be able to require the conversion of the NVCS if and when the daily weighted average trading price of PRISAs ordinary shares has stayed above a specified price level for 20 consecutive trading days: |
| During the first two years after the closing, the price level is 7.50, |
Communication Department
Gran Vía, 32, 6a 28013 Madrid (Spain)
Tel.: (34) 91 330 1079
Fax: (34) 91 330 1038
http://www.prisa.com
Gran Vía, 32, 6a 28013 Madrid (Spain)
Tel.: (34) 91 330 1079
Fax: (34) 91 330 1038
http://www.prisa.com
| During years 3 through 5, the price level is 4.875, and | ||
| Following the fifth anniversary, the price level is 3.75; |
| Beginning five years after the closing, PRISA may redeem the NVCS for cash at any time at the then-current stated value if the daily weighted average trading price of the PRISA ordinary shares stays below 3.75 for at least 20 consecutive trading days; | ||
| If the NVCS are not converted after 5 years from issuance, the interest rate will go up by 0.25% per quarter, to a maximum rate of 9%; | ||
| Holders of the NVCS will have the right to convert at any time after the second anniversary of the closing; | ||
| Marlin Equities and Berggruen Holdings, Libertys Sponsors, have agreed to sell, for nominal consideration 3 million of their Liberty shares in order to increase the targeted value Liberty public shareholders; |
Other significant deal terms and conditions such as the deal price of 3.518 remain
unchanged.
In addition, PRISA has decided to lower the per share price in the rights offering it
expects to conduct for its current shareholders to 2.99 per PRISA share.
PRISA expects to issue at closing to the Liberty stockholders and warrantholders,
approximately 157 million PRISA ordinary shares and 75 million NVCS, assuming no redemption
of Liberty shares.
Juan Luis Cebrián, Chairman of the Executive Committee of the Board and CEO of PRISA said,
I am delighted with this new step towards our public listing in the United States. The
filing of our Form F-4 will help US and European investors discover a wealth of information
about Grupo PRISA, its rich assets and operations. The transaction should help us create the
large multinational investor following our company deserves. Step by step, we have been
fulfilling the action program we announced a few months ago, and we are now looking forward
to the efficient conclusion of the registration process leading to PRISAs combination with
Liberty.
We are very pleased with the events of the last few weeks, including the closing of the
sale of the 25% stake in Santillana, the positive outcome of the lawsuit against MediaPro,
the enthusiastic Telecinco shareholder vote in favor of the Cuatro merger, and the unanimous
signing by PRISAs Bridge and Syndicate banks of the restructuring of their facilities,
said Martin E. Franklin, Chairman of Liberty.
Nicolas Berggruen, Libertys co-founder added, The changes we have made to the Business
Combination Agreement have required contributions by all sides, including by our advisers,
which we greatly appreciate. The expected increase in value to Libertys public shareholders
and the revised structure of the convertible shares significantly increase the probability
of success of this transaction.
Violy & Company acted as the investment and consulting firm and Cortés Abogados acted as the
Spanish legal counsel while Wachtell Lipton Rosen & Katz acted as the US legal counsel of
PRISA.
Liberty is advised by Tegris Advisors LLC, and by Greenberg Traurig and Garrigues Abogados.
Liberty Acquisition Holdings Corp. is a publicly traded company formed for the purpose of
effecting a business combination with one or more operating businesses. Liberty completed its
initial public offering of 103,500,000 units at $10.00 per unit in December 2007. Each unit was
comprised of one share of common stock and one half (1/2) of one warrant to purchase a share of its
common stock.
PRISA is the worlds leading Spanish and Portuguese-language media group in the fields of
education, information and entertainment. Present in 22 countries, it reaches more than 50
million users through its global brands, like El País, 40 Principales, Santillana and
Alfaguara. As a lead global player in general-interest news, both Pay TV and Free-to-View
TV, spoken-word and music radio, education and publishing, its one of the worlds most
profitable media groups with an extraordinarily wide range of assets.
Disclaimer:
This document does not constitute an offer to sell, or an invitation to subscribe for or purchase, any securities or the solicitation of any approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. This document is not an offer of securities for sale in the United States. No securities will be offered or sold in the United States absent registration or an exemption from registration. This document does not constitute a prospectus or prospectus equivalent document. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
This document does not constitute an offer to sell, or an invitation to subscribe for or purchase, any securities or the solicitation of any approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. This document is not an offer of securities for sale in the United States. No securities will be offered or sold in the United States absent registration or an exemption from registration. This document does not constitute a prospectus or prospectus equivalent document. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Forward-Looking Statements:
This document may include forward looking statements within the meaning of the safe harbor
provisions of the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as anticipate, believe, expect,
estimate, plan, outlook, and project and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. Investors are cautioned
that such forward looking statements with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of PRISA, Liberty and the combined group after
completion of the proposed business combination are based on current expectations that are subject
to risks and uncertainties. A number of factors could cause actual results or outcomes to differ
materially from those indicated by such forward looking statements. These factors include, but are
not limited to: (1) the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement between PRISA and Liberty (the Business
Combination Agreement); (2) the outcome of any legal proceedings that may be instituted against
PRISA and others following announcement of the Business Combination Agreement and transactions
contemplated therein; (3) the inability to complete the transactions contemplated by the Business
Combination Agreement due to the failure to obtain Liberty stockholder approval, Liberty
warrantholder approval or PRISA shareholder approval; (4) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals required to complete the
transactions contemplated by the Business Combination Agreement; (5) the risk that PRISAs planned
asset dispositions and/or restructuring of its credit facilities will fail to be completed or fail
to be completed on the terms currently anticipated; (6) the risk that securities markets will react
negatively to the business combination or other actions by PRISA; (7) the risk that the proposed
transaction disrupts current plans and operations as a result of the announcement and consummation
of the transactions described herein; (8) the ability to recognize the anticipated benefits of the
combination of PRISA and Liberty; (9) costs related to the proposed business combination; (10) the
limited liquidity and trading of Libertys securities; (11) changes in applicable laws or
regulations; (12) the possibility that PRISA may be adversely affected by other economic,
business, and/or competitive factors; and (13) other risks and uncertainties indicated from time to
time in PRISAs or Libertys filings with the SEC.
3
Readers are referred to Libertys most recent reports filed with the SEC. Readers are cautioned not
to place undue reliance upon any forward-looking statements, which speak only as of the date made,
and we undertake no obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It:
This document may be deemed to be solicitation material in respect of the proposed business
combination involving PRISA and Liberty.
On May 7, 2010, in connection with the proposed business combination, PRISA filed a registration
statement on Form F-4 (the Registration Statement) with the SEC that includes a preliminary proxy
statement of Liberty for the proposed business combination and proposed warrant amendment that will
also constitute a prospectus of PRISA. Liberty intends to mail a definitive proxy
statement/prospectus for the proposed business combination and proposed warrant amendment to its
stockholders and warrantholders as of a record date to be established for voting on the proposed
business combination. Liberty stockholders and warrantholders are urged to read the preliminary
proxy statement/prospectus, and the definitive proxy statement/prospectus when it becomes
available, because these documents contain or will contain important information regarding Liberty,
PRISA, the proposed business combination, the proposed warrant amendment and related matters.
Stockholders and warrantholders may obtain a copy of the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus when it becomes available, and any other documents filed
by Liberty or PRISA with the SEC, free of charge, at the SECs website (www.sec.gov) or by sending
a request to Liberty, 1114 Avenue of the Americas, 41st floor, New York, New York 10036, or by
calling Liberty at (212) 380-2230. PRISA will also file certain documents with the Spanish
Comisión Nacional del Mercado de Valores (the CNMV) in connection with its shareholders meeting
to be held in connection with the proposed business combination, which will be available on the
CNMVs website at www.cnmv.es.
Participants in the Business Combination:
PRISA and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Liberty in connection with the proposed business
combination and from the warrantholders of Liberty in connection with the proposed warrant
amendment. Information regarding the special interests of these directors and executive officers in
the business combination is included in the Registration Statement on Form F-4 (and will be
included in the definitive proxy statement/prospectus for the proposed business combination) and
the other relevant documents filed with the SEC.
Liberty and its directors and officers may be deemed to be participants in the solicitation of
proxies from Libertys stockholders in respect of the proposed business combination and from the
warrantholders of Liberty in connection with the proposed warrant amendment. Information regarding
the officers and directors of Liberty is available in Libertys preliminary proxy statement
contained in the Registration Statement, which has been filed with the SEC. Additional information
regarding the interests of such potential participants will also be included in the Registration
Statement on Form F-4 (and will be included in the definitive proxy statement/prospectus for the
proposed business combination and proposed warrant amendment) and the other relevant
documents filed with the SEC.
For further information, please contact:
Jessica Anderson
Hill & Knowlton
(212) 885-0492
Jessica.Anderson@hillandknowlton.com
Prisa Communication Department
Gran Vía, 32, 6a 28013 Madrid (Spain)
Tel.: (34) 91 330 1079
Fax: (34) 91 330 1038
http://www.prisa.com
Jessica Anderson
Hill & Knowlton
(212) 885-0492
Jessica.Anderson@hillandknowlton.com
Prisa Communication Department
Gran Vía, 32, 6a 28013 Madrid (Spain)
Tel.: (34) 91 330 1079
Fax: (34) 91 330 1038
http://www.prisa.com