Promotora de Informaciones, S.A. (PRISA) (MCE: PRS.MC) has
announced today that it filed its Registration Statement on Form
F-4 with the U.S. Securities and Exchange Commission. The filing,
which includes a preliminary proxy statement of Liberty Acquisition
Holdings Corp. (Liberty) (NYSE AMEX: LIA, LIA.U, LIA.WS) and a
preliminary PRISA prospectus, containing important information
about the companies’ pending business combination should allow
investors to review in greater detail the business combination
previously announced between the two companies, which would provide
Prisa with a maximum cash infusion of approximately US$903
million.
In order to further align the interests of both Liberty and
PRISA shareholders and enhance the likelihood of the successful
closing of the transaction, PRISA and Liberty also announced
changes to the terms of the business combination, which include the
following:
- Target value for each share of
Liberty common stock has increased from $11.00 to $11.26, based on
a value per PRISA ordinary share of €3.518, a stated value of
€7.331378 per PRISA convertible non-voting share and a dollar to
euro exchange rate of 1.364;
- Maximum cash available to PRISA
has increased to $903 million;
- Non Voting Convertible Shares
(“NVCS”), with an initial annual dividend of 7%, now represent
approximately 50% of the total targeted value of the consideration
offered to Liberty stockholders, instead of the 32.5% previously
announced;
- The strike price for conversion
of the NVCS into PRISA ordinary shares has been lowered from €4.50
to €3.75, and the conversion rate will be the then-current stated
value divided by the strike price;
- Dividends will be payable from
PRISA’s distributable profits and will not accumulate if unpaid.
PRISA has the option to pay dividends in cash or in kind by
increasing the stated value of the NVCS (which initially will be
€7.331378);
- PRISA will be able to require
the conversion of the NVCS if and when the daily weighted average
trading price of PRISA’s ordinary shares has stayed above a
specified price level for 20 consecutive trading days:
- During the first two years after
the closing, the price level is €7.50,
- During years 3 through 5, the
price level is €4.875, and
- Following the fifth anniversary,
the price level is €3.75;
- Beginning five years after the
closing, PRISA may redeem the NVCS for cash at any time at the
then-current stated value if the daily weighted average trading
price of the PRISA ordinary shares stays below €3.75 for at least
20 consecutive trading days;
- If the NVCS are not converted
after 5 years from issuance, the interest rate will go up by 0.25%
per quarter, to a maximum rate of 9%;
- Holders of the NVCS will have
the right to convert at any time after the second anniversary of
the closing;
- Marlin Equities and Berggruen
Holdings, Liberty’s Sponsors, have agreed to sell, for nominal
consideration 3 million of their Liberty shares in order to
increase the targeted value Liberty public shareholders;
Other significant deal terms and conditions such as the deal
price of €3.518 remain unchanged.
In addition, PRISA has decided to lower the per share price in
the rights offering it expects to conduct for its current
shareholders to €2.99 per PRISA share.
PRISA expects to issue at closing to the Liberty stockholders
and warrantholders, approximately 157 million PRISA ordinary shares
and 75 million NVCS, assuming no redemption of Liberty shares.
Juan Luis Cebrián, Chairman of the Executive Committee of
the Board and CEO of PRISA said, “I am delighted with this new step
towards our public listing in the United States. The filing of our
Form F-4 will help US and European investors discover a wealth of
information about Grupo PRISA, its rich assets and operations. The
transaction should help us create the large multinational investor
following our company deserves. Step by step, we have been
fulfilling the action program we announced a few months ago, and we
are now looking forward to the efficient conclusion of the
registration process leading to PRISA’s combination with
Liberty.”
“We are very pleased with the events of the last few weeks,
including the closing of the sale of the 25% stake in Santillana,
the positive outcome of the lawsuit against MediaPro, the
enthusiastic Telecinco shareholder vote in favor of the Cuatro
merger, and the unanimous signing by PRISA’s Bridge and Syndicate
banks of the restructuring of their facilities,” said Martin E.
Franklin, Chairman of Liberty.
Nicolas Berggruen, Liberty’s co-founder added, “The
changes we have made to the Business Combination Agreement have
required contributions by all sides, including by our advisers,
which we greatly appreciate. The expected increase in value to
Liberty’s public shareholders and the revised structure of the
convertible shares significantly increase the probability of
success of this transaction.”
Violy & Company acted as the investment and consulting firm
and Cortés Abogados acted as the Spanish legal counsel while
Wachtell Lipton Rosen & Katz acted as the US legal counsel of
PRISA.
Liberty is advised by Tegris Advisors LLC, and by Greenberg
Traurig and Garrigues Abogados.
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 (1/2) of one warrant to
purchase a share of its common stock.
PRISA is the world’s 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, it’s one of the world’s most profitable media groups
with an extraordinarily wide range of assets.
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 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"); (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
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 Business Combination Agreement; (5) the risk
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; (6) the risk that securities
markets will react negatively to the business combination or other
actions by PRISA; (7) the risk that the proposed transaction
disrupts current plans and operations as a result of the
announcement and consummation of the transactions described herein;
(8) the ability to recognize the anticipated benefits of the
combination of PRISA and Liberty; (9) costs related to the
proposed business combination; (10) the limited liquidity and
trading of Liberty's securities; (11) changes in applicable
laws or regulations; (12) the possibility that PRISA may be
adversely affected by other economic, business, and/or competitive
factors; and (13) 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. 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 a record date to be established 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 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 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
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 warrantholders 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.
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