Prisa and Liberty Acquisition Holdings Corp. announced today that the parties have amended the terms of their business combination agreement. The new terms alter the consideration offered to Liberty stockholders to present what the parties believe to be a more attractive valuation.
Holders of Liberty common stock who elect to receive Prisa shares in the business combination will receive 1.5 Prisa Class A ordinary shares, 3.0 Prisa Class B non-voting convertible shares ("NVCS"), and $0.50 in cash in exchange for each share of Liberty common stock held. Prisa is expected to issue the Prisa Class A and Class B shares in the form of American Depositary Shares evidenced by American Depositary Receipts. Each NVCS is mandatorily convertible in 3.5 years and is entitled to receive EUR0.175 of minimum dividends per annum, which are cumulative until mandatory conversion subject to the existence of distributable profits or Class B share premium reserve.
Liberty warrant holders will receive 0.45 Prisa Class A ordinary shares and $0.90 in cash in exchange for each warrant they hold.
In addition, Prisa expects to issue to existing Prisa shareholders 1.1 warrants per each Prisa ordinary share held with a strike price of EUR2.00. Each warrant will entitle its holder to purchase one Prisa Class A ordinary share and will expire 3.5 years from the date of their issuance.
It is expected that after completion of the business combination the existing controlling shareholder group of Prisa will hold in excess of 30% of Prisa's outstanding class A ordinary shares, after giving effect to the conversion of all NVCS's and to the issuance and exercise of all warrants expected to be issued to existing Prisa shareholders.
Liberty has received commitments from Liberty's sponsors, prominent banks and institutional investors, to invest up to $400 million dollars of cash into Liberty to help fund a new cash election option to be made available to Liberty stockholders, who may now elect to receive at closing, for each share of Liberty common stock they hold, either $10.00 in cash, 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.
These and other changes, including the conditions to closing the business combination, will be described in an amendment to Prisa's 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 Prisa's amendment to the Registration Statement on Form F-4, of which Liberty's proxy statement forms a part, as this document will describe in detail all of the revised terms of the business combination.
Prisa has signed definitive agreements with its banks, reflecting the support of its lenders. Prisa now has until November 30, 2010, to meet the conditions that automatically extend the maturity of the bridge loan until May 19, 2013.
Nicolas Berggruen, Liberty's co-founder said, "The changes we have made to the business combination agreement have required contributions by all parties. We believe that the revised structure of the transaction and the commitment of prominent banks and institutional investors is a formula for the success of this transaction. I am extremely excited about Prisa's growth prospects in the Ibero-American region as well as the U.S. Latin and Hispanic market, which together we see as one of the most desirable business opportunities for international companies."
Juan Luis Cebrian, Prisa's CEO said: "We expect that the amended terms of our business combination will help us create a large group of multinational investors and secure the certainty of the closing of our transaction. Step by step, we have been fulfilling the action program we announced months ago. We are now looking forward to concluding the regulatory process leading to the completion of Prisa's transaction with Liberty."
"We are very pleased with the events of the last few weeks, including the commitment of the institutional investors to the transaction," said Martin E. Franklin, Chairman of Liberty. "Typically, I invest in companies that have strong brands, positive cash flow and are misunderstood by the market — Prisa fits this profile."
Ignacio Polanco, Prisa's Chairman, added, "the amended terms of this agreement have been possible due to the efforts made by Liberty's sponsors and Prisa shareholders seeking to provide the company with a stronger capital structure and the ability to take advantage of strategic opportunities."
Kevin Adeson, Head of Global Capital Financing at HSBC, who are acting as Global Coordinator for the restructuring process, said that "the significant amendments to Prisa's financing arrangements reflect the confidence placed in Prisa by HSBC and its core lenders. Prisa has shown a real focus and determination in pursuing asset disposals and strengthening its capital base despite the challenging markets. The amended terms of the transaction with Liberty give us great confidence that the restructuring process will be completed successfully."