Tegris Advisors Advises on Successful $8 Billion Merger of Liberty Acquisition and Grupo Prisa

Receives accolades on Cross-Border Deal of the Year For the Acquisition of Pearl Group by Liberty International

Dec 16, 2010, 12:21 ET from Tegris Advisors LLC

NEW YORK, Dec. 16, 2010 /PRNewswire/ -- Tegris Advisors LLC ("Tegris"), the M&A advisory firm, received both the Magnus Cross-Border/International Deal of the Year and the Financial Services (Over $500mm) awards for the Acquisition of Pearl Group by Liberty Acquisition Holdings (International) Company at the 9th Annual M&A Advisor Awards.  

Tegris also announced the successful completion of the merger of Promotora de Informaciones, S.A. (MCE: PRS.MC; NYSE: PRIS, PRIS.B) ("Prisa"), the world's leading Spanish and Portuguese-language media group with Liberty Acquisition Holdings Corporation ("Liberty Acquisition"), a special purpose acquisition company (SPAC).  Tegris served as the exclusive M&A advisor to Liberty Acquisition on the transaction which closed on November 29, 2010, and is valued at $8 billion based on the enterprise value for the merged entity.

Tegris advised Liberty Acquisition on all aspects of the acquisition of Prisa, from target selection to the evaluation of transaction structures, and the negotiations with several stakeholders.  Tegris played a key role in designing a deal structure that addressed challenging macro-economic and market conditions as well as specific deal-related complexities.

Martin E. Franklin, former chair of Liberty Acquisition, said, "Prisa's strong brand assets have been attractive for some time, but the number of complexities posed by the re-equitization of Prisa had vexed many financial institutions for years.  Tegris's ingenuity and tenacity were crucial in designing an innovative and truly elegant solution that was satisfactory to all stakeholders."

Rene-Pierre Azria, President and CEO of Tegris, said, "The successful completion of the Liberty Acquisition merger with Prisa demonstrates the importance of having an experienced deal advisory team that can navigate cultures as well as capital markets.  We are very pleased to have been able to play a critical role in this seminal $8 billion transaction."

In developing the deal structure, Liberty Acquisition and Tegris introduced several original features, particularly for a transaction involving a SPAC, which helped ensure the deal's successful completion, including:

  • The receipt of received newly issued Prisa Non Voting Convertible Shares (NVCS), as part of the consideration, by Liberty Acquisition shareholders. This new Prisa structured instrument includes an embedded protection mechanism triggered in 3 1/2 years to mitigate a hypothetical drop in the Prisa share price, hence increasing deal certainty by protecting value over the medium-term for Liberty Acquisition shareholders.
  • Distribution of new Prisa warrants to existing Prisa shareholders. These warrants cushion existing Prisa shareholders from dilution, by providing them the option to invest in new Prisa shares within the next 3 1/2 years at a predetermined price.
  • Concurrent private placement of $500 million of new Liberty Acquisition preferred stock to certain prominent investors. Liberty Acquisition introduced this innovative element to accommodate potential redemptions by its shareholders. Liberty Acquisition received capital commitments from Nicolas Berggruen and Martin Franklin, Liberty Acquisition's founders, and from institutional investors including HSBC Bank, Tyrus Capital, Centaurus Capital, Banco Santander and Pentwater, to acquire up to $500 million of shares which would otherwise come up for redemption, thereby again increasing deal certainty.

The transaction was completed on November 29th, following the Liberty Acquisition shareholders vote to approve the merger on November 24th by an overwhelming majority.  Prisa shareholders voted to approve the transaction as well as a new board of directors which includes Mr. Berggruen and Mr. Franklin, on November 27th.  At closing, the former shareholders of Liberty Acquisition collectively owned the majority of Prisa shares.  The Prisa shares issued in the business combination are listed for trading on the Madrid Stock Exchange and the New York Stock Exchange (PRIS and PRIS.B) through ADRs (American Depositary Receipts).  

About Tegris Advisors

Tegris is an advisory firm based in New York and active in M&A and re-equitization.  Since its formation in 2007, Tegris has advised on over $15 billion of large, complex transactions. Tegris created an international advisory alliance which includes Aforge Finance (Paris), Bank Degroof (Brussels) and DVR Capital (Milan).  Through this alliance, Tegris provides cross-border advisory services with teams based in the US, France, Belgium, Italy and Poland. For additional information, please visit www.tegris.com.

For further information, please contact:

Rene-Pierre Azria

Founder, President and CEO, Tegris Advisors

375 Park Avenue, 16th Floor

New York, NY 10152

Tel.: (212) 488-5314

Email: tegris@tegris.com

Web: http://www.tegris.com

SOURCE Tegris Advisors LLC



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