Grupo Prisa (MCE: PRS.MC) and Liberty Acquisition Holdings Corp.
(NYSE AMEX: LIA, LIA.U, LIA.WS) today announced a combination of
the two companies and a rights issue reserved for current Prisa
shareholders by Grupo Prisa, resulting in a cash infusion of up to
$900 million in Prisa. Grupo Prisa is the leading Spanish and
Portuguese-language media group whose interests include news,
entertainment, education and digital enterprises in Spain,
Portugal, Brazil and Hispanic Latin America.
“Liberty’s investment in Prisa demonstrates their strong belief
in the underlying value of Grupo Prisa’s market-leading positions
in educational publishing, press, audiovisual and digital, and in
our strategy for growth,” said Grupo Prisa Chairman of the Board
Ignacio Polanco.
“The combination with Liberty will allow Prisa to optimize the
deleveraging of its balance sheet, and will facilitate the
completion of previously announced asset sales,” said Grupo Prisa
Chief Executive Officer Juan Luis Cebrián. “As a result of the
transaction and of the €150 million rights issue offered to our
current shareholders, Prisa believes it will emerge in a stronger
position to pursue growth opportunities in its core businesses in
Spanish and Portuguese-speaking markets around the world.”
“Prisa is a global media company with market-leading businesses
and a robust portfolio of brands that are widely recognized by
Spanish and Portuguese speakers all around the world,” said Liberty
Chief Executive Officer Nicolas Berggruen. “We believe that this
combination will help Prisa to complete its financial restructuring
plan and positions it for growth over the next few years.”
“Prisa has a strong management team in place that has skillfully
diversified its media and content offerings across press,
television, radio and education, and is developing digital
platforms that will solidify the company’s leadership position in
its core markets,” added Liberty Chairman of the Board Martin E.
Franklin. “We are confident in Prisa’s potential to increase its
digital market penetration, to leverage its print and broadcast
content and to accelerate its revenue growth in Latin America.”
Despite the pressures imposed by high leverage and the
challenging economic environment, Prisa’s management has generated
over €1 billion of operating cash flow over the past two years.
This capital infusion is expected to allow future free cash flows
to be redirected into numerous growth opportunities across the
group, particularly in digital platforms and in Latin America.
“We believe that Digital+, the group’s largest asset and the
leading provider of pay-TV services in Spain, will become an engine
for future growth by capitalizing on the recently announced
partnerships and embracing exciting new technological
advancements,” added Franklin.
The combination of the two companies and the concurrent €150
million Prisa rights issue reserved for Prisa shareholders will
provide Prisa access to Liberty’s cash (up to $900 million, subject
to redemptions by Liberty public shareholders) in exchange for
newly issued Prisa shares and newly issued class A ordinary shares
and convertible non-voting shares in Prisa, which will be issued
directly to Liberty’s shareholders in exchange for their Liberty
shares. The combination of class A ordinary shares and convertible
non-voting shares in Prisa is intended to provide a value of US$11
per share to Liberty’s public shareholders. The convertible
non-voting shares in Prisa carry a 7% annual coupon and will be
convertible into the class A ordinary shares at a conversion price
of €4.50. In addition, Liberty’s outstanding warrants will be
amended to provide for an exchange of each warrant for a
combination of cash, Prisa Class A ordinary shares and Prisa
convertible non-voting shares, intended to provide aggregate value
of $2.15 per warrant. Upon completion of these transactions, it is
expected that Liberty’s shareholders and warrantholders will
comprise over 50% of Prisa’s shareholder base on a fully diluted
basis.
The deal will require shareholder approvals at each company,
Spanish regulatory approval, as well as completion of the
restructuring of Prisa’s debt facilities and the satisfaction of
other customary closing conditions. The warrant exchange will also
require the approval of the holders of a majority of Liberty’s
outstanding warrants. These transactions will increase Prisa’s
stock market liquidity with approximately 70 percent of the
company’s equities expected to be publicly traded through the
Madrid Stock Exchange and ADSs in the US.
Both parties expect to complete the transaction by mid-year.
Violy & Co. are serving as the financial advisors for Grupo
Prisa, and Tegris Advisors, LLC, are serving as the financial
advisors for Liberty. Citi and Barclays Capital are acting as
capital markets advisors for Liberty. Wachtell, Lipton, Rosen &
Katz is US legal counsel for Prisa and Greenberg Traurig LLP is US
legal counsel for Liberty. Cortés Abogados is serving as Spanish
legal counsel for Prisa and Garrigues is Spanish legal counsel for
Liberty.
About Grupo Prisa:
Prisa is the world’s leading Spanish and Portuguese-language
business group in the fields of education, information and
entertainment. Present in 22 countries, it reaches more than 50
million users through its global brands El País, 40 Principales,
Santillana and Alfaguara. Its presence in Brazil and Portugal and
among the growing Hispanic community in the US has given the group
an Ibero-American dimension and has opened up a potential global
market of 700 million people.
About Liberty:
Liberty Acquisition Holdings Corp. is a publicly traded company
formed for the purpose of effecting a business combination with one
or more operating businesses. Liberty 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
(½) of one warrant to purchase a share of its common stock.
Disclaimer:
This press release 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 press release in any jurisdiction in contravention of
applicable law. This press release 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 press release does not constitute a prospectus or
prospectus equivalent document.
This press release 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 press release may include “forward looking statements”
within the meaning of the “safe harbor” provisions of the United
Stated 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 Business Combination Agreement between Prisa and
Liberty (the “Business Combination Agreement”), including, but not
limited to, the inability of Prisa to enter into definitive
documents with its lenders regarding a restructuring of Prisa’s
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 Liberty’s 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 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 press release may be deemed to be solicitation material in
respect of the proposed business combination involving Prisa and
Liberty. In connection with the proposed business combination,
Prisa intends to file with 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. You may 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 SEC’s website (www.sec.gov) or by sending a request to
Liberty Acquisition Holdings Corp., 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 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
merger will 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 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 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.
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