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8-K - FORM 8-K - Liberty Acquisition Holdings Corp. | g24339e8vk.htm |
Exhibit 99.1
LIBERTY AND PRISA ANNOUNCE COMMITMENT OF
ADDITIONAL $100 MILLION OF INSTITUTIONAL
INVESTORS FOR A TOTAL COMMITMENT OF
$500 MILLION
ADDITIONAL $100 MILLION OF INSTITUTIONAL
INVESTORS FOR A TOTAL COMMITMENT OF
$500 MILLION
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 $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 $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 $9.87.
Consistent with previous releases, we have kept open the potential to bring in up to $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 $100 million of additional commitments to
bring the total commitment amount to Liberty to $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
Prisas 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 Prisas 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 Prisas amendment to the Registration Statement on Form
F-4, of which Libertys 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 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 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 Libertys 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 Prisas
or Libertys filings with the SEC. 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. 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 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 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 Libertys 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
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:
For Prisa:
Pilar Gil
Prisa Communication Department
Gran Vía, 32, 6 a 28013 Madrid
(Spain)
Tel.: (34) 91 330 1079
Fax: (34) 91 330 1038
Email: pilarg@prisa.es
Web: http://www.prisa.com
Pilar Gil
Prisa Communication Department
Gran Vía, 32, 6 a 28013 Madrid
(Spain)
Tel.: (34) 91 330 1079
Fax: (34) 91 330 1038
Email: pilarg@prisa.es
Web: http://www.prisa.com
For Liberty:
In the U..S.:
Kim Sampson
Tel: (212) 850-5685
Kim.sampson@fd.com
Kim Sampson
Tel: (212) 850-5685
Kim.sampson@fd.com
In Europe:
Alejandra Moore Mayorga
Tel: +34 91 531 23 88
amoore@grupoalbion.net
Alejandra Moore Mayorga
Tel: +34 91 531 23 88
amoore@grupoalbion.net