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0000950123-10-108640.txt : 20101124 0000950123-10-108640.hdr.sgml : 20101124 20101124143752 ACCESSION NUMBER: 0000950123-10-108640 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101124 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Acquisition Holdings Corp. CENTRAL INDEX KEY: 0001407539 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 260490500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33862 FILM NUMBER: 101214665 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123802230 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 g25382e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 24, 2010

LIBERTY ACQUISITION HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)


001-33862		26-0490500

(Commission File Number)		(IRS Employer Identification Number)

1114 Avenue of the Americas, 41^st Floor
New York, New York 10036
(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 380-2230

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD-LOOKING STATEMENTS

THIS REPORT 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 PROMOTORA DE INFORMACIONES, S.A. (“PRISA”), LIBERTY ACQUISITION HOLDINGS CORP. (“LIBERTY”) AND THE COMBINED GROUP AFTER COMPLETION OF THE PROPOSED BUSINESS COMBINATION (THE “BUSINESS COMBINATION”) BETWEEN PRISA AND LIBERTY 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 ENTERED INTO BETWEEN PRISA AND LIBERTY ON AUGUST 4, 2010 (AS FURTHER AMENDED, 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 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 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 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 OTHER CONDITIONS TO CLOSING MAY NOT BE SATISFIED; (7) THE RISK THAT THE PROPOSED TRANSACTION DISRUPTS CURRENT PLANS AND OPERATIONS AS A RESULT OF THE CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN; (8) THE ABILITY TO RECOGNIZE THE ANTICIPATED BENEFITS OF THE COMBINATION OF PRISA AND LIBERTY AND OF PRISA TO TAKE ADVANTAGE OF STRATEGIC OPPORTUNITIES; (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 SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).

READERS ARE REFERRED TO LIBERTY’S MOST RECENT REPORTS FILED WITH THE SEC, INCLUDING ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009 AND ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2010. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE, AND LIBERTY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE THE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 24, 2010, Liberty Acquisition Holdings Corp. (“Liberty”) held special meetings of its stockholders and its warrantholders to consider proposals related to Liberty’s proposed business combination with Promotora de Informaciones, S.A. (“Prisa”). At the special meeting of stockholders, stockholders approved all of management’s proposals, as follows:

1.		The Reincorporation Proposal—a proposal to change Liberty’s state of incorporation from Delaware to Virginia by means of the merger of Liberty into Liberty Acquisition Holdings Virginia, Inc. (“Liberty Virginia”), a Virginia corporation and wholly owned subsidiary of Liberty. Liberty’s stockholders cast 105,294,285 votes in favor of this proposal and 11,200 votes against. There were 2,000 abstentions and no broker non-votes.

2.		The Business Combination Proposal—a proposal to approve a business combination by the approval and adoption of the amended and restated business combination agreement, dated as of August 4, 2010, among Prisa, Liberty and Liberty Virginia, as amended by Amendment No. 1 on August 13, 2010. Liberty’s stockholders cast 105,295,285 votes in favor of this proposal and 12,200 votes against. There were no abstentions or broker non-votes.

3.		The Liquidation Proposal — a proposal to dissolve Liberty in accordance with Delaware law and approve a proposed plan of distribution, to be effected in the event the proposed business combination with Prisa is not consummated. Liberty’s stockholders cast 105,135,152 votes in favor of this proposal and 142,000 votes against. There were 30,333 abstentions and no broker non-votes.

4.		The Stockholder Adjournment Proposal—a proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes at the time of the special meeting of stockholders to adopt the reincorporation proposal, the business combination proposal and/or the liquidation proposal. Liberty’s stockholders cast 105,021,303 votes in favor of this proposal and 157,400 votes against. There were 128,782 abstentions and no broker non-votes.

No holders of shares of Liberty common stock issued in Liberty’s initial public offering validly elected to require Liberty to redeem their shares for a pro rata portion of Liberty’s trust account if the business combination with Prisa is completed. Holders of less than 50,000 shares of Liberty common stock elected to receive the $10.00 per share cash alternative in the business combination, holders of approximately 90 million shares of Liberty common stock elected to receive the per share mixed consideration consisting of Prisa securities and cash in the business combination, and the remaining holders of shares of Liberty common stock made no election and will receive the mixed consideration if the business combination is consummated. As a result, there are a total of not less than 129 million shares of Liberty common stock outstanding as to which the holder has not exercised redemption rights or elected to receive the $10.00 per share cash alternative in the business combination.

At the special meeting of Liberty’s warrantholders, warrantholders approved the proposed amendments to the warrant agreement governing all of Liberty’s outstanding warrants, which amendments would cause each of Liberty’s then outstanding warrants to be exchanged in connection with the consummation of the business combination with Prisa for a mix of cash and newly created Prisa Class A ordinary shares. Liberty’s warrantholders cast 62,244,236 votes in favor of this proposal and 2,150 votes against. There were no abstentions or broker non-votes.

Item 8.01. Other Events.

On November 24, 2010, Liberty issued a press release announcing the results of the special meetings of its stockholders and warrantholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit		Description
Number

	99.1	Press release of Liberty dated November 24, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	LIBERTY ACQUISITION HOLDINGS CORP.
Date: November 24, 2010	By:	/s/ Jared Bluestein
		Name:	Jared Bluestein
		Title:	Secretary

EXHIBIT INDEX


Exhibit
Number		Description

	99.1	Press release of Liberty dated November 24, 2010.

EX-99.1 2 g25382exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

Liberty Acquisition Holdings Corp.
Stockholders Approve Business Combination with Promotora de Informaciones, S.A.

NEW YORK, NEW YORK, November 24, 2010 — Liberty Acquisition Holdings Corp. (NYSE Amex: LIA, LIA.U, LIA.WS) announced today that Liberty’s stockholders approved all of the proposals related to the proposed business combination with Promotora de Informaciones, S.A. (“Prisa”) presented at the special meeting of its stockholders held today. In addition, the required percentage of Liberty’s warrantholders approved the amendment to certain terms of Liberty’s warrants at the special meeting of its warrantholders also held today.

Subject to the satisfaction (or waiver) of other closing conditions contained in the related business combination agreement, including approval of related matters by Prisa’s shareholders at the Prisa shareholders’ meeting scheduled to be held on November 27, 2010, Liberty expects the share exchange to occur on or around November 29, 2010, and the delivery of the consideration payable pursuant to the terms of the business combination as soon as possible thereafter.

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 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.

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 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 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 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 other conditions to closing may not be satisfied; (7) 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; (8) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (9) the ability to recognize the anticipated benefits of the combination of Prisa and Liberty and of Prisa to take advantage of strategic opportunities; (10) costs related to the proposed business combination; (11) the limited liquidity and trading of Liberty’s securities; (12) changes in applicable laws or regulations; (13) the possibility that Prisa may be adversely affected by other economic, business, and/or competitive factors; and (14) 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.

For further information, please contact:

In the U.S.:
David Press
Tel: (212) 850-5743
david.press@fd.com

In Europe:
Alejandra Moore Mayorga
Tel: +34 91 531 23 88
amoore@grupoalbion.net