Liberty and Prisa Announce Commitment of Additional US$100 Million of Institutional Investors for a Total Commitment of US$500 Million
By Liberty Acquisition Holdings Corp., PRNEThursday, August 12, 2010
MADRID and NEW YORK, August 13, 2010 - 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 Liberty has received additional commitments, from
prominent banks and an institutional investor, for an investment of 100
million dollars of additional cash into Liberty. The additional commitments
may be used to fund a new cash election option, announced on August 4th 2010,
available to Liberty stockholders in the business combination with Prisa. A
total commitment of US$500 million has now been made to Liberty. As a result
of these commitments, Liberty stockholders may elect to receive at closing,
for any and all shares of Liberty common stock they hold, either US$10.00 in
cash per share, 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 US$9.87.
"Consistent with previous releases, we have kept open the potential to
bring in up to US$100 million of additional commitments from entities with
whom we had already been in discussion to fund the new cash election option
and we are delighted to announce US$100 million of additional commitments to
bring the total commitment amount to Liberty to US$500 million," said Martin
E. Franklin, Chairman of Liberty.
"These additional commitments further demonstrate investors' continued
enthusiasm for the deal, and represent an important step forward towards a
successful completion of the transaction. I am very pleased with the
commitment of the investors and financial institutions and their recognition
of Prisa's value," said Juan Luis Cebrian, CEO of Prisa.
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.
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 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.
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
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 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.
For Prisa: Pilar Gil, Prisa Communication Department, Gran Via, 32, 6 a — 28013 Madrid, (Spain), Tel.: +34-91-330-1079, Fax: +34-91-330-1038 , pilarg at prisa.es Web: www.prisa.com; or For Liberty: In the U.S.: Kim Sampson, +1-212-850-5685, Kim.sampson at fd.com; or In Europe: Alejandra Moore Mayorga, Tel: +34-91-531-23-88, amoore at grupoalbion.net
Tags: August 13, Liberty Acquisition Holdings Corp., Madrid And New York, New York, Western Europe