Liberty Acquisition Holdings Corp. Sets Record Date for Special Meetings of Stockholders to Approve Business Combination with Promotora de Informaciones, S.A. and of Warrantholders to Approve Amendment of Warrants
By Liberty Acquisition Holdings Corp., PRNEWednesday, October 6, 2010
NEW YORK, October 7, 2010 - Liberty Acquisition Holdings Corp. (NYSE Amex: LIA, LIA.U, LIA.WS)
announced today that the record date for the special meeting of its
stockholders to approve the proposed business combination with Promotora de
Informaciones, S.A. and the special meeting of its warrantholders to approve
the amendment of certain terms of its warrants will be October 8, 2010, as of
the close of business. Liberty stockholders and warrantholders of record as
of the close of business on that date will receive notice of and voting
materials relating to these special meetings. Liberty presently expects to
hold these special meetings in November 2010.
About Liberty Acquisition Holdings Corp.
Liberty Acquisition Holdings Corp. is a blank check company formed for
the purpose of effecting a business combination with one or more operating
businesses. The Company completed its initial public offering of 103,500,000
units at US$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.
About Promotora de Informaciones, S.A.
Promotora de Informaciones, S.A., or Prisa, is the world's 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 Pais, 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, it's one of the world's most profitable media groups with an
extraordinarily wide range of assets.
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 September 30, 2010, in connection with the proposed business
combination, Prisa filed an amended 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 the record date 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 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 +1-212-380-2230. Prisa will also file
certain documents with the Spanish Comision 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
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 Liberty's 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 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.
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.
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 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 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 80 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.
In the U.S.: Kim Sampson, +1-212-850-5685, Kim.sampson at fd.com; or In Europe: Alejandra Moore Mayorga, +34-91-531-23-88, amoore at grupoalbion.net
Tags: Liberty Acquisition Holdings Corp., New York, October 7, Western Europe