Promotora de Informaciones, S.A. (“Prisa”) (MCE: PRS.MC) and
Liberty Acquisition Holdings Corp. (“Liberty”) (NYSE AMEX: LIA,
LIA.U, LIA.WS) announced today that the parties have amended the
terms of their business combination agreement. The new terms alter
the consideration offered to Liberty stockholders to present what
the parties believe to be a more attractive valuation.
Holders of Liberty common stock who elect to receive Prisa
shares in the business combination will receive 1.5 Prisa Class A
ordinary shares, 3.0 Prisa Class B non-voting convertible shares
(“NVCS”), and $0.50 in cash in exchange for each share of Liberty
common stock held. Prisa is expected to issue the Prisa Class A and
Class B shares in the form of American Depositary Shares evidenced
by American Depositary Receipts. Each NVCS is mandatorily
convertible in 3.5 years and is entitled to receive €0.175 of
minimum dividends per annum, which are cumulative until mandatory
conversion subject to the existence of distributable profits or
Class B share premium reserve.
Liberty warrant holders will receive 0.45 Prisa Class A ordinary
shares and $0.90 in cash in exchange for each warrant they
hold.
In addition, Prisa expects to issue to existing Prisa
shareholders 1.1 warrants per each Prisa ordinary share held with a
strike price of €2.00. Each warrant will entitle its holder to
purchase one Prisa Class A ordinary share and will expire 3.5 years
from the date of their issuance.
It is expected that after completion of the business combination
the existing controlling shareholder group of Prisa will hold in
excess of 30% of Prisa’s outstanding class A ordinary shares, after
giving effect to the conversion of all NVCS’s and to the issuance
and exercise of all warrants expected to be issued to existing
Prisa shareholders.
Liberty has received commitments from Liberty's sponsors,
prominent banks and institutional investors, to invest up to $400
million dollars of cash into Liberty to help fund a new cash
election option to be made available to Liberty stockholders, who
may now elect to receive at closing, for each share of Liberty
common stock they hold, either $10.00 in cash, without interest, or
the agreed mix of Prisa shares and cash. Liberty stockholders will
continue to have the right to elect redemption of their shares of
common stock and receive approximately $9.87.
These and other changes, including the conditions to closing the
business combination, will be described in an amendment to Prisa’s
Registration Statement on Form F-4, which the parties expect to
file with the U.S. Securities and Exchange Commission as promptly
as possible. When available, investors are strongly encouraged to
read Prisa’s amendment to the Registration Statement on Form F-4,
of which Liberty’s proxy statement forms a part, as this document
will describe in detail all of the revised terms of the business
combination.
Prisa has signed definitive agreements with its banks,
reflecting the support of its lenders. Prisa now has until November
30, 2010, to meet the conditions that automatically extend the
maturity of the bridge loan until May 19, 2013.
Nicolas Berggruen, Liberty’s co-founder said, “The
changes we have made to the business combination agreement have
required contributions by all parties. We believe that the revised
structure of the transaction and the commitment of prominent banks
and institutional investors is a formula for the success of this
transaction. I am extremely excited about Prisa’s growth prospects
in the Ibero-American region as well as the U.S. Latin and Hispanic
market, which together we see as one of the most desirable business
opportunities for international companies.”
Juan Luis Cebrian, Prisa’s CEO said: “We expect that the
amended terms of our business combination will help us create a
large group of multinational investors and secure the certainty of
the closing of our transaction. Step by step, we have been
fulfilling the action program we announced months ago. We are now
looking forward to concluding the regulatory process leading to the
completion of Prisa’s transaction with Liberty.”
“We are very pleased with the events of the last few weeks,
including the commitment of the institutional investors to the
transaction,” said Martin E. Franklin, Chairman of Liberty.
“Typically, I invest in companies that have strong brands, positive
cash flow and are misunderstood by the market – Prisa fits this
profile.”
Ignacio Polanco, Prisa’s Chairman, added, “the amended
terms of this agreement have been possible due to the efforts made
by Liberty’s sponsors and Prisa shareholders seeking to provide the
company with a stronger capital structure and the ability to take
advantage of strategic opportunities.”
Kevin Adeson, Head of Global Capital Financing at HSBC,
who are acting as Global Coordinator for the restructuring process,
said that “the significant amendments to Prisa’s financing
arrangements reflect the confidence placed in Prisa by HSBC and its
core lenders. Prisa has shown a real focus and determination in
pursuing asset disposals and strengthening its capital base despite
the challenging markets. The amended terms of the transaction with
Liberty give us great confidence that the restructuring process
will be completed successfully.”
Liberty and Prisa will hold a
conference call on Thursday August 5, 2010 at 11 AM EDT (1700 CET)
to discuss the changes to the amendment of the Business Combination
Agreement at the following number:
* US/Canada Dial-in #: +1 (866) 644-3260 * Int'l/Local Dial-In #:
+1 (706) 634-5163 * Conference ID: 67055313
Prisa is advised by Violy & Company, and by Cortés
Abogados and Wachtell, Lipton, Rosen & Katz.
Liberty is advised by Tegris Advisors LLC, and by
Greenberg Traurig LLP and Garrigues.
HSBC is the global coordinator and a financial adviser
for the restructuring process of Prisa.
Citi and Barclays Capital are the capital markets
advisors for Liberty.
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.
HSBC Bank plc is acting solely for Prisa in relation to the matters
set out in this announcement (to the extent applicable) and will
not regard as a client anyone other than Prisa and will not be
responsible to anyone other than Prisa for providing the
protections afforded to its clients. HSBC Bank plc, its affiliates
and its and their respective officers and directors accept no
responsibility for and disclaim all liability in respect of, and
make no representation or warranty, express or implied, in relation
to, the contents of this announcement (including its accuracy or
completeness).
Forward-Looking Statements:
This document may include “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
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 Amended and Restated Business Combination
Agreement between Prisa and Liberty (the “Amended and Restated
Business Combination Agreement”); (2) the outcome of any legal
proceedings that may be instituted against Prisa and others
following announcement of the Amended and Restated Business
Combination Agreement and transactions contemplated therein; (3)
the inability to complete the transactions contemplated by the
Amended and Restated Business Combination Agreement due to the
failure to obtain Liberty stockholder approval, Liberty warrant
holder 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 Amended and Restated Business
Combination Agreement; (5) the risks that Prisa’s 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 or that Prisa will not receive the necessary consents
under its Refinancing Master Agreement to the terms of the business
combination; (6) the risk that holders of more than 70 million
shares of Liberty common stock will elect to receive cash or will
elect to redeem their shares; (7) the risk that other conditions to
closing may not be satisfied; (8) the risk that securities markets
will react negatively to the business combination or other actions
by Prisa and the holders of Liberty common stock will not find this
to be more attractive than the former terms of the business
combination or have a different view of the value and long-term
prospects of Prisa; (9) the risk that the proposed transaction
disrupts current plans and operations as a result of the
announcement and consummation of the transactions described herein;
(10) the ability to recognize the anticipated benefits of the
combination of Prisa and Liberty and of Prisa to take advantage of
strategic opportunities; (11) costs related to the proposed
business combination; (12) the limited liquidity and trading of
Liberty’s securities; (13) changes in applicable laws or
regulations; (14) the possibility that Prisa may be adversely
affected by other economic, business, and/or competitive factors;
and (15) other risks and uncertainties indicated from time to time
in Prisa’s or Liberty’s filings with the SEC. Readers are referred
to Liberty’s 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. Prisa expects to file an amendment to its
Registration Statement which will, among other things, reflect the
terms of the Amended and Restated Business Combination Agreement.
Liberty intends to mail a definitive proxy statement/prospectus for
the proposed business combination and proposed warrant amendment to
its stockholders and warrant holders as of a record date to be
established for voting on the proposed business combination.
Liberty stockholders and warrant holders 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 warrant
holders 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 SEC’s 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 CNMV’s 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 warrant holders 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 Liberty’s stockholders in respect of
the proposed business combination and from the warrant holders of
Liberty in connection with the proposed warrant amendment.
Information regarding the officers and directors of Liberty is
available in Liberty’s 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.
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