Attached files
file | filename |
---|---|
8-K - FORM 8-K - Liberty Acquisition Holdings Corp. | g24957e8vk.htm |
Exhibit 99.1
Liberty Acquisition Holdings Corp.
Sets Date for Special Meetings
of Stockholders to Approve Business Combination with Promotora de Informaciones, S.A.
and of Warrantholders to Approve Amendment of Warrants
Sets Date for Special Meetings
of Stockholders to Approve Business Combination with Promotora de Informaciones, S.A.
and of Warrantholders to Approve Amendment of Warrants
NEW YORK, NEW YORK, October 25, 2010 Liberty Acquisition Holdings Corp. (NYSE Amex: LIA, LIA.U,
LIA.WS) announced today that the special meeting of its stockholders to approve the proposed
business combination with Promotora de Informaciones, S.A. (Prisa), and the special meeting of
its warrantholders to approve the amendment of certain terms of its warrants, will be held on
Wednesday, November 24, 2010 at 10:30 a.m. and 10:00 a.m. Eastern Time, respectively, at the
offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New
York 10166. Liberty expects
the closing of the business combination, if approved, to occur as
promptly as practicable thereafter, subject to the satisfaction of
various closing conditions and Prisa's shareholders' meeting having
occurred.
As previously announced, Liberty stockholders and warrantholders of record as of the close of
business on the record date, October 25, 2010, will receive notice of and voting materials relating
to Libertys special meetings. Liberty expects to mail the definitive proxy statement related to
the proposed business combination to its stockholders and warrantholders promptly after the record
date. The definitive proxy statement will also be available online at that time at
www.dfking.com/liberty and at the SECs website (www.sec.gov).
As more fully described in the proxy statement/prospectus relating to the proposed business
combination, if the business combination is consummated, each outstanding share of Liberty common
stock will be exchanged for either, at the option of the stockholder, $10.00 in cash (the Cash
Alternative) or consideration consisting of: (i) 1.5 Prisa Class A ordinary shares, (ii) 3.0 Prisa
Class B convertible non-voting shares and (iii) $0.50 in cash, as well as cash in lieu of any Prisa
fractional shares. Holders of all publicly-traded shares of Liberty common stock have the right to
vote against the business combination proposal and, by complying with the requirements described in
the proxy statement/prospectus, to validly exercise the right to require Liberty to redeem such
holders shares of Liberty common stock if the business combination is completed, for a pro rata
portion of the trust account in which a substantial portion of the proceeds of Libertys IPO are
held. Liberty currently expects that the redemption price will be approximately $9.87 per share.
Only Liberty stockholders of record as of the close of business on the record date are entitled to
have their votes counted at the Liberty special meeting of stockholders and to (i) elect to receive
the $10.00 per share Cash Alternative or (ii) redeem their shares for a pro rata portion of
Libertys trust account, in each case, as more fully described in the proxy statement/prospectus.
Only Liberty warrantholders of record as of the close of business on the record date are entitled
to have their votes/consents counted at the Liberty special meeting of warrantholders.
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 $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 worlds 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 País, 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, its one of the worlds
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 October 20, 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 close of business on October 25, 2010 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 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 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 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 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 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.
For further information, please contact:
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