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EX-99.1 - EX-99.1 - Liberty Acquisition Holdings Corp. | g22406exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 8, 2010
LIBERTY ACQUISITION HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
001-33862 (Commission File Number) |
26-0490500 (IRS Employer Identification Number) |
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
(Address of principal executive offices)
New York, New York 10036
(Address of principal executive offices)
Registrants telephone number, including area code: (212) 380-2230
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure. | ||||||||
Item 8.01. Other Events. | ||||||||
Item 9.01. Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 |
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ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS
COMMENCING SHORTLY AFTER THE FILING OF THIS REPORT, PROMOTORA DE INFORMACIONES, S.A.
(PRISA) AND LIBERTY ACQUISITION HOLDINGS CORP. (LIBERTY) ARE HOLDING
PRESENTATIONS FOR CERTAIN STOCKHOLDERS OF PRISA AND LIBERTY, AS WELL AS OTHER PERSONS WHO MIGHT BE
INTERESTED IN INVESTING IN LIBERTYS SECURITIES, REGARDING LIBERTYS PROPOSED BUSINESS COMBINATION
(THE BUSINESS COMBINATION) WITH PRISA, AS DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K.
CERTAIN INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBIT HERETO MAY BE
DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.
IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION, PRISA INTENDS TO FILE WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE SEC) A REGISTRATION STATEMENT ON FORM F-4 THAT
WILL INCLUDE A PROXY STATEMENT OF LIBERTY THAT ALSO CONSTITUTES A PROSPECTUS OF PRISA. LIBERTY
WILL MAIL THE PROXY STATEMENT/PROSPECTUS TO ITS STOCKHOLDERS AND WARRANTHOLDERS. LIBERTY
STOCKHOLDERS, WARRANTHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED BUSINESS COMBINATION AND WARRANT AMENDMENT WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION REGARDING LIBERTY, PRISA, THE PROPOSED BUSINESS COMBINATION,
THE PROPOSED WARRANT AMENDMENT AND RELATED MATTERS. WHEN AVAILABLE, YOU WILL BE ABLE TO OBTAIN
COPIES OF ALL DOCUMENTS REGARDING THIS BUSINESS COMBINATION, WARRANT AMENDMENT AND OTHER DOCUMENTS
FILED BY LIBERTY 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.
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 ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2009, 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.
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 WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-4 (AND WILL BE
INCLUDED IN
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THE DEFINITIVE PROXY STATEMENT/PROSPECTUS FOR THE PROPOSED BUSINESS COMBINATION) AND THE OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC.
THIS REPORT 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. READERS 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, INCLUDING,
BUT NOT LIMITED TO, THE INABILITY OF PRISA TO ENTER INTO DEFINITIVE DOCUMENTS WITH ITS LENDERS
REGARDING A RESTRUCTURING OF PRISAS INDEBTEDNESS; (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 STOCKHOLDER 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
THE PROPOSED TRANSACTION DISRUPTS CURRENT PLANS AND OPERATIONS AS A RESULT OF THE ANNOUNCEMENT AND
CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN; (6) THE ABILITY TO RECOGNIZE THE ANTICIPATED
BENEFITS OF THE COMBINATION OF PRISA AND LIBERTY; (7) COSTS RELATED TO THE PROPOSED COMBINATION;
(8) THE LIMITED LIQUIDITY AND TRADING OF LIBERTYS SECURITIES; (9) CHANGES IN APPLICABLE LAWS OR
REGULATIONS; (10) THE POSSIBILITY THAT PRISA MAY BE ADVERSELY AFFECTED BY OTHER ECONOMIC, BUSINESS,
AND/OR COMPETITIVE FACTORS; AND (11) OTHER RISKS AND UNCERTAINTIES INDICATED FROM TIME TO TIME IN
PRISAS OR LIBERTYS FILINGS WITH THE SEC.
READERS ARE REFERRED TO LIBERTYS MOST RECENT REPORTS FILED WITH THE SEC, INCLUDING ITS ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE, AND LIBERTY
UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE THE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
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Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference is the form of presentation to be used by Prisa and Liberty in presentations for certain
of Libertys stockholders and other persons. Such exhibit and the information set forth therein is
being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01.
Other Events.
The information contained in Item 7.01 is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
Number | Description | |
99.1
|
Form of presentation. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIBERTY ACQUISITION HOLDINGS CORP. |
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Date: March 8, 2010 | By: | /s/ Jared Bluestein | ||
Name: | Jared Bluestein | |||
Title: | Secretary |
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