F-4/A 1 x83311a6fv4za.htm FORM F-4/A fv4za
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As filed with the Securities and Exchange Commission on October 20, 2010
Registration No. 333-166653      
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Amendment No. 6 to Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
PROMOTORA DE INFORMACIONES, S.A.
(Exact Name of Registrant as Specified in Its Charter)
 
PROMOTER OF INFORMATION, S.A.
(Translation of Registrant’s name into English)
 
         
Kingdom of Spain
(Jurisdiction of
Incorporation or Organization)
  2711
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)
 
Gran Vía, 32
28013 Madrid
Spain
+34 (91) 330 10 00
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
National Registered Agents, Inc.
1090 Vermont Avenue, N.W.
Suite 1910
Washington, D.C. 20090
(202) 442-4400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
             
Iñigo Dago Elorza
General Counsel
Gran Vía, 32
28013 Madrid
Spain
Tel: +34 (91) 330 10 00
Fax: +34 (91) 330 10 70
  Jared S. Bluestein
Secretary
Liberty Acquisition Holdings Corp.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
Tel: (212) 380-2230
Fax: (212) 382-0121
  Adam O. Emmerich
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Tel: (212) 403-1000
Fax: (212) 403-2000
  Alan I. Annex
Greenberg Traurig, LLP
MetLife Building
200 Park Avenue
New York, New York 10166
Tel: (212) 801-9200
Fax: (212) 801-6400
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
 
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o
 
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o
 
 
 
The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 


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The information in this proxy statement/prospectus is not complete and may be changed. Prisa may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
 
PRELIMINARY, SUBJECT TO COMPLETION, DATED OCTOBER 20, 2010
 
LIBERTY ACQUISITION HOLDINGS CORP.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
 
To the Stockholders and Warrantholders of Liberty Acquisition Holdings Corp.:
 
You are cordially invited to attend the special meetings of the warrantholders and stockholders of Liberty Acquisition Holdings Corp., or Liberty, which Liberty will hold at          and          , respectively, Eastern time, on          , 2010, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166.
 
At the special meeting of stockholders, Liberty will ask its stockholders to approve a business combination by the approval and adoption of a business combination agreement that Liberty has entered into with Promotora de Informaciones, S.A., or Prisa, Spain’s largest media conglomerate. If Liberty stockholders approve and adopt the business combination agreement and the parties consummate the business combination, each outstanding share of Liberty common stock will be exchanged for either, at the option of the stockholder, $10.00 in cash or the following mixed consideration: (i) 1.5 newly created Prisa Class A ordinary shares, (ii) 3.0 newly created Prisa Class B convertible non-voting shares and (iii) $0.50 in cash, as well as cash in lieu of any fractional shares. A holder may elect to receive the $10.00 per share cash alternative or the mixed consideration with respect to any or all of its shares. If a holder has made a valid election with respect to any or all of its shares for either the $10.00 per share cash alternative or to receive the mixed consideration, it will only receive this consideration if the business combination is completed. If the business combination is not completed and the liquidation proposal described below is approved by Liberty’s stockholders, Liberty expects that Liberty stockholders will receive approximately $9.87 per share upon liquidation of Liberty. Prisa will not be required to complete the business combination if holders of Liberty common stock elect to receive the $10.00 per share cash alternative or exercise the redemption rights provided for in Liberty’s restated certificate of incorporation for a total of more than 80 million shares of Liberty common stock. The Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares will be represented by Prisa American Depositary Shares, or Prisa ADSs, with each Prisa ADS-A representing 4 Prisa Class A ordinary shares and each Prisa ADS-NV representing 4 Prisa Class B convertible non-voting shares. Prisa and Liberty estimate that Prisa will issue up to approximately 225 million Prisa Class A ordinary shares and up to approximately 403 million Prisa Class B convertible non-voting shares in the business combination. As a result of the business combination, Liberty will become a wholly owned subsidiary of Prisa.
 
Prisa and Liberty anticipate that the Prisa ADSs to be issued to Liberty’s stockholders and warrantholders (in the warrant exchange described below) will represent between 51.6% and 57.7% of the outstanding capital stock of Prisa on a fully diluted basis assuming conversion of all Class B convertible non-voting shares into Class A ordinary shares (depending upon the number of shares of Liberty common stock validly redeemed in connection with the business combination or electing to receive $10.00 per share in cash and assuming that the expected Prisa warrant issuance occurs as described in this proxy statement/prospectus). At the closing of the business combination, former Liberty stockholders and warrantholders would own between approximately 45.0% and 50.6% of the outstanding Class A ordinary shares of Prisa, without giving effect to the potential conversion of the Prisa Class B convertible non-voting shares of Prisa (depending upon the number of shares of Liberty common stock validly redeemed in connection with the business combination or electing to receive $10.00 per share in cash and assuming that the expected Prisa warrant issuance occurs as described in this proxy statement/prospectus).
 
The Prisa Class A ordinary shares to be issued by Prisa will have the same rights as the existing ordinary shares of Prisa, subject to amendments to Prisa’s bylaws to be made in connection with the business combination and described in this proxy statement/prospectus. The market prices of Prisa ordinary shares and Liberty common stock and warrants will fluctuate before Liberty and Prisa consummate the business combination. You should obtain current price quotations for these securities. Prisa ordinary shares trade on the Spanish Continuous Market Exchange (Sistema de Interconexión Bursátil-Mercado Continuo) under the symbol “PRS.MC.” Liberty common stock trades on the NYSE Amex under the symbol “LIA.” Liberty’s warrants trade on the NYSE Amex under the symbol “LIA.WS.” There will be no adjustment to the exchange ratios for the share consideration in the business combination for changes in the market price of Prisa ordinary shares or Liberty common stock or warrants. On [ • ], 2010, the last practicable date prior to the date of this


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proxy statement/prospectus, the closing price per Prisa ordinary share on the Spanish Continuous Market Exchange was €[ • ] ($[ • ] based on the closing spot rate as published by Bloomberg at 5:00 Eastern time on [ • ], 2010). There is no current trading in Prisa Class B convertible non-voting shares or any similar class of Prisa capital stock.
 
In connection with the business combination, Liberty has separately negotiated and entered into preferred stock purchase agreements with its sponsors (Berggruen Acquisition Holdings Ltd. and Marlin Equities II, LLC) and certain third party investors, pursuant to which the sponsors and investors agreed to purchase shares of specified newly created series of Liberty non-voting preferred stock, for an aggregate purchase price of $500 million. The purpose of these sales is to provide additional funds that may be used to make the required payments to those Liberty stockholders who elect to receive the $10.00 per share cash alternative in the business combination. All shares of preferred stock to be issued by Liberty under the preferred stock purchase agreements will be exchanged in the business combination for a combination of cash and/or Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares. The relative amounts of cash and Prisa shares to be received by the preferred stockholders in the business combination will vary depending upon the total number of shares of Liberty common stock as to which the holder elects the $10.00 per share cash alternative or validly exercises its redemption rights, as described in this proxy statement/prospectus. Liberty and Prisa expect that the availability of the cash alternative will significantly reduce, or eliminate, the number of Liberty common stockholders who elect to exercise their redemption rights and vote against the transaction, thus increasing the likelihood that the business combination will be approved. The sale of the preferred stock allows Liberty and Prisa to make the cash alternative available to Liberty stockholders in the business combination for up to $800 million of cash consideration without any material increase in the number of Prisa shares issuable in connection with the business combination.
 
At the special meeting of stockholders, Liberty will also ask its stockholders to approve a change in Liberty’s state of incorporation from Delaware to Virginia by means of a merger of Liberty into a wholly owned Virginia subsidiary as the first step of the business combination. At the special meeting, you will also be asked to consider a proposal to dissolve Liberty in accordance with Delaware law and approve the proposed plan of distribution in, or substantially in, the form of Annex O to this proxy statement/prospectus, which proposal may be abandoned by Liberty’s board of directors, notwithstanding approval of such proposal by Liberty’s stockholders, as described in this proxy statement/prospectus. Liberty’s board of directors intends to abandon the liquidation proposal if the business combination is consummated.
 
The approval of the business combination requires the affirmative vote of at least a majority of the shares of Liberty common stock outstanding as of the record date. If the business combination is not approved, Liberty stockholders will not be entitled to receive the $10.00 per share cash alternative. If holders of 30% or more of the shares issued in Liberty’s initial public offering vote such shares against approving the business combination and validly elect redemption of their shares for a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s initial public offering are held, then Liberty will not be able to consummate the business combination, regardless of whether a majority of the outstanding shares of Liberty common stock vote in favor of approving the business combination. Each of Liberty’s sponsors and Liberty’s independent directors, all of which are collectively referred to as Liberty’s founders, have agreed with Liberty and the underwriters of Liberty’s initial public offering to vote all of their shares of Liberty common stock acquired prior to the initial public offering in accordance with the vote of the majority of the shares of common stock issued in Liberty’s initial public offering voted at the stockholders meeting on the business combination proposal. In addition, Liberty’s founders have agreed with the same parties to vote any shares of Liberty common stock acquired by them in the open market after the initial public offering in favor of the business combination proposal.
 
At the special meeting of warrantholders, Liberty will ask its warrantholders to approve and consent to an amendment to the terms of the warrant agreement governing Liberty’s outstanding warrants. Under this amendment, in connection with the consummation of the business combination, each of Liberty’s then outstanding warrants will be exchanged for (i) cash in the amount of $0.90 and (ii) 0.45 Prisa Class A ordinary shares, to be represented by Prisa ADS-As, and cash in lieu of any fractional shares. Approval of the warrant amendment requires the written consent of the registered holders of at least a majority of Liberty’s warrants issued and outstanding as of the record date. Under a sponsor support agreement entered into among Liberty’s sponsors and Prisa in connection with the execution of the business combination agreement,


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Liberty’s sponsors have agreed, with respect to all of their warrants (representing approximately 32.3% of the total outstanding Liberty warrants as of the record date), to consent to the warrant amendment. The warrantholders are not entitled to vote on the business combination proposal. The approval of the warrant amendment is a condition to consummate the transactions contemplated by the business combination agreement. However, if the parties do not complete the business combination, they will not enter into the proposed amendment to the warrant agreement, even if warrantholders have previously approved the amendment.
 
This proxy statement/prospectus provides a detailed description of the proposed business combination, the proposed warrant amendment and the consideration that you will be entitled to receive if Liberty and Prisa consummate the business combination. I urge you to read these materials carefully. Please pay particular attention to the “Risk Factors” beginning on page 36 for a discussion of risks related to the business combination.
 
Liberty’s board of directors has unanimously approved the business combination, the business combination agreement and the warrant agreement amendment. Liberty calls to the attention of its stockholders that it is possible that Liberty’s stockholders could attempt to bring claims against Liberty on the basis that some aspects of the business combination are inconsistent with the disclosure contained in the prospectus issued by Liberty in connection with its initial public offering, including the following:
 
  •  Liberty’s IPO prospectus disclosed that Liberty “will only seek to acquire greater than 50% of the outstanding equity interests or voting power of one or more target businesses.” However, in the proposed business combination, Liberty itself is not acquiring anything, but rather its stockholders are exchanging their shares of Liberty common stock for a majority of the outstanding equity interests in the target business.
 
  •  Liberty’s IPO prospectus did not disclose or contemplate that the terms of a future business combination would include a cash election in an amount greater than the redemption value of the Liberty common stock. The cash election may have the effect of significantly reducing or eliminating the possibility that stockholders who do not wish to receive Prisa securities in the business combination will vote against the business combination, in which event they would risk receiving only the estimated $9.87 per share liquidation value for their shares if the proposed business combination is not approved and they made the cash election, rather than the $10.00 per share cash election amount they would receive if the proposed business combination is approved and consummated.
 
  •  Liberty’s IPO prospectus, which related to the sale of units consisting of common stock and warrants, disclosed that any proposed business combination would require the approval of the holders of Liberty common stock and did not mention that a business combination may require the approval of other persons, including warrantholders. However, the proposed business combination requires the approval of both the holders of Liberty common stock and the Liberty warrantholders since approval of the warrant agreement amendment is a condition to the consummation of the business combination.
 
  •  Liberty’s IPO prospectus did not disclose or contemplate that the waiver of the obligations of the sponsors to consummate a $60 million co-investment might be a condition to a proposed business combination.
 
Liberty’s board has fixed the close of business on          , 2010, as the record date for the determination of stockholders and warrantholders entitled to notice of and to vote at the special meeting of stockholders and the special meeting of warrantholders, respectively, and at any adjournments or postponements thereof.
 
Whether or not you plan to attend the special meeting of stockholders or the special meeting of warrantholders, please submit your proxy by signing, dating and returning the enclosed proxy card(s) in the pre-addressed postage paid envelope. If your shares or warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares and/or warrants, or if you wish to attend the special meeting of stockholders or the special meeting of warrantholders and vote/consent in person, you must obtain a “Legal Proxy” from your broker or bank. If you do not submit your proxy or vote/consent in person at the special meeting of stockholders or the special meeting of warrantholders, or if you hold your shares or warrants through a broker or bank and you do not instruct your broker how to vote your shares or


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warrants or obtain a proxy from your broker or bank to vote in person at the special meeting of stockholders or the special meeting of warrantholders, it will have the same effect as a vote against certain proposals presented to the stockholders and warrantholders, as more fully described in this proxy statement/prospectus.
 
Thank you for your participation.  We look forward to your continued support.
 
Cordially,
 
LIBERTY ACQUISITION HOLDINGS CORP.
 
Nicolas Berggruen
Chief Executive Officer
 
          , 2010
 
IF YOU WISH TO ELECT TO RECEIVE THE $10.00 PER SHARE CASH ALTERNATIVE FOR ANY OF YOUR SHARES OF LIBERTY COMMON STOCK, YOU MUST COMPLETE AND SUBMIT TO CITIBANK, N.A., THE EXCHANGE AGENT FOR THE BUSINESS COMBINATION, A PROPERLY COMPLETED FORM OF ELECTION AND THE OTHER REQUIRED DOCUMENTS PRIOR TO THE ELECTION DEADLINE DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE EXCHANGE AGENT DOES NOT RECEIVE A PROPERLY COMPLETED FORM OF ELECTION FROM YOU BEFORE THE ELECTION DEADLINE, TOGETHER WITH THE STOCK CERTIFICATES YOU WISH TO EXCHANGE, PROPERLY ENDORSED FOR TRANSFER, OR A BOOK-ENTRY DELIVERY OF SHARES AS DESCRIBED IN THE FORM OF ELECTION, THEN YOUR SHARES OF LIBERTY COMMON STOCK WILL BE DEEMED TO BE “NON-ELECTING SHARES” AND THESE SHARES WILL BE EXCHANGED FOR THE RIGHT TO RECEIVE THE MIXED CONSIDERATION IN THE SHARE EXCHANGE. YOU BEAR THE RISK OF DELIVERY AND SHOULD SEND ANY FORM OF ELECTION BY COURIER TO THE APPROPRIATE ADDRESS SHOWN IN THE FORM OF ELECTION. NONE OF PRISA, LIBERTY NOR THE EXCHANGE AGENT HAS ANY OBLIGATION TO NOTIFY HOLDERS OF LIBERTY COMMON STOCK OF ANY DEFECT IN A FORM OF ELECTION SUBMITTED TO THE EXCHANGE AGENT.
 
IF YOU RETURN YOUR PROXY CARD COVERING LIBERTY SHARES WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE YOUR SHARES, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS SUBMITTED TO STOCKHOLDERS. IN THAT EVENT, A LIBERTY STOCKHOLDER WILL NOT BE ELIGIBLE TO HAVE ITS SHARES REDEEMED FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE PROCEEDS OF LIBERTY’S INITIAL PUBLIC OFFERING ARE HELD. IN ORDER TO EXERCISE ITS REDEMPTION RIGHTS, A LIBERTY STOCKHOLDER MUST (I) VOTE AGAINST THE BUSINESS COMBINATION PROPOSAL, (II) DELIVER TO LIBERTY NOTICE OF ITS ELECTION TO HAVE LIBERTY REDEEM ITS SHARES FOR CASH AND (III) TENDER ITS SHARES TO LIBERTY’S TRANSFER AGENT, IN EACH CASE NO LATER THAN IMMEDIATELY PRIOR TO THE VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE SPECIAL MEETING OF STOCKHOLDERS. A LIBERTY STOCKHOLDER MAY TENDER ITS SHARES BY EITHER DELIVERING THE STOCK CERTIFICATE TO THE TRANSFER AGENT OR DELIVERING THE SHARES ELECTRONICALLY THROUGH THE DEPOSITORY TRUST COMPANY DWAC SYSTEM. IF LIBERTY AND PRISA DO NOT COMPLETE THE BUSINESS COMBINATION, THEN THESE SHARES WILL NOT BE REDEEMED FOR A PRO RATA PORTION OF THE TRUST ACCOUNT. IF A LIBERTY STOCKHOLDER HOLDS THE SHARES THROUGH A BROKERAGE FIRM OR BANK, IT MUST INSTRUCT THE ACCOUNT EXECUTIVE AT ITS BROKER OR BANK TO WITHDRAW THE SHARES FROM ITS ACCOUNT IN ORDER TO EXERCISE ITS REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF LIBERTY


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WARRANTHOLDERS AND SPECIAL MEETING OF LIBERTY STOCKHOLDERS—REDEMPTION RIGHTS,” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
 
Liberty consummated its initial public offering on December 12, 2007. Citigroup Global Markets, Inc. and Lehman Brothers Inc. acted as underwriters in the initial public offering and, upon completion of the business combination, Citigroup and Barclays Capital Inc. (as successor to Lehman Brothers) will be entitled to receive deferred underwriting commissions of approximately $13.4 million and $7.2 million, respectively, representing an aggregate reduction of approximately $6.9 million in the deferred underwriting commissions to which they would otherwise be entitled upon a business combination. If the business combination is not consummated and Liberty is required to be liquidated, the underwriters will not receive any of these funds and the funds will be returned to Liberty’s public stockholders upon its liquidation. Liberty also has engaged Citigroup and Barclays as its capital markets advisors in connection with the business combination described in this proxy statement/prospectus for no additional consideration. In addition, an affiliate of Citigroup is acting as depositary agent for the Prisa ADSs to be issued in the business combination for which the Citigroup affiliate will receive fees described in this proxy statement/prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
 
This proxy statement/prospectus is dated          , 2010 and is first being mailed to Liberty stockholders and warrantholders on or about          , 2010.


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LIBERTY ACQUISITION HOLDINGS CORP.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
 
NOTICE OF SPECIAL MEETING OF WARRANTHOLDERS
TO BE HELD ON          , 2010
 
 
To the Warrantholders of Liberty Acquisition Holdings Corp.:
 
NOTICE IS HEREBY GIVEN that a special meeting of warrantholders of Liberty Acquisition Holdings Corp., a Delaware corporation, or Liberty, will be held at           Eastern time, on          , 2010, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, to approve and consent to a proposal to amend the warrant agreement which governs the terms of all of Liberty’s outstanding warrants (consisting, as of the record date, of 51,750,000 publicly held warrants, 12,000,000 warrants held by Liberty’s sponsors, referred to as the sponsors’ warrants, and 12,937,500 warrants held by the sponsors and Liberty’s three independent directors, referred to as the founders’ warrants) in connection with Liberty’s consummation of the transactions contemplated by the amended and restated business combination agreement, dated as of August 4, 2010, among Promotora de Informaciones, S.A., or Prisa, Liberty and Liberty Acquisition Holdings Virginia, Inc., or Liberty Virginia, as amended by Amendment No. 1 on August 13, 2010, and as it may be further amended from time to time. The amendments to the terms of the warrant agreement, which are referred to as the warrant amendment proposal, would cause each of Liberty’s then outstanding warrants to be exchanged in connection with the consummation of the business combination for (i) cash in the amount of $0.90 and (ii) 0.45 newly created Prisa Class A ordinary shares and cash in lieu of any fractional shares. The Prisa Class A ordinary shares will be represented by Prisa American Depositary Shares, or Prisa ADSs, with each Prisa ADS-A representing 4 Prisa Class A ordinary shares.
 
These items of business are described in this proxy statement/prospectus, which we encourage you to read in its entirety before delivering your proxy or proxies.
 
Liberty’s board of directors has fixed the close of business on          , 2010, as the record date for the determination of warrantholders entitled to notice of and to vote/consent at the special meeting and at any adjournment or postponement thereof. Only the holders of record of Liberty warrants on the record date are entitled to have their votes/consents counted at the Liberty special meeting and any adjournments or postponements thereof.
 
The approval of the warrant amendment proposal is a condition to consummate the transactions contemplated by the business combination agreement and requires the written consent of the registered holders of at least a majority of Liberty’s warrants issued and outstanding as of the record date. As of the record date, Liberty’s sponsors, Berggruen Acquisition Holdings Ltd. and Marlin Equities II, LLC, beneficially owned an aggregate of approximately 32.3% of the outstanding warrants of Liberty. Under a sponsor support agreement entered into among Liberty’s sponsors and Prisa in connection with the execution of the business combination agreement, Liberty’s sponsors have agreed, with respect to all of their warrants, to consent to the warrant amendment proposal. Under a sponsor surrender agreement entered into among Liberty’s sponsors and Liberty, Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants and a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration. As a result, those warrants (approximately 24.8 million) will not participate in the warrant exchange. However, those warrants will be outstanding on the record date for the special meeting of Liberty warrantholders and the sponsors will be entitled to vote those warrants on the warrant amendment proposal. If the warrant amendment proposal does not receive the necessary votes/consents for approval, then Liberty may, with Prisa’s prior written consent, adjourn or postpone the warrantholder meeting to permit further solicitation of such votes/consents.
 
Liberty’s board of directors has unanimously determined that the proposed amendment of the warrant agreement is in the best interests of Liberty and its warrantholders and unanimously recommends that Liberty warrantholders vote “FOR” the warrant amendment proposal and thereby consent to the amendments. When you consider the recommendation of Liberty’s board of directors, you should keep in mind that Liberty’s


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directors and executive officer have interests in the business combination which are described in this proxy statement/prospectus that are different from, or in addition to, your interests as a warrantholder of Liberty.
 
Whether or not you plan to attend the special meeting of warrantholders, please submit your proxy by signing, dating and returning the enclosed proxy card(s) in the pre-addressed postage-paid envelope. If your warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your warrants, or if you wish to attend the special meeting of warrantholders and vote/consent in person, you must obtain a “Legal Proxy” from your broker or bank. If you do not submit your proxy or vote/consent in person at the special meeting of warrantholders, or if you hold your warrants through a broker or bank and you do not instruct your broker how to vote your warrants or obtain a proxy from your broker or bank to vote in person at the special meeting, it will have the same effect as a vote against the warrant amendment proposal, as more fully described in this proxy statement/prospectus.
 
If you have any questions about how to vote or direct a vote in respect of your warrants, you may call your bank or broker or you may contact D.F. King & Co., Inc. at (800) 659-6590.
 
Thank you for your participation. We look forward to your continued support.
 
By Order of the Board of Directors,
 
LIBERTY ACQUISITION HOLDINGS CORP.
 
Nicolas Berggruen
Chief Executive Officer
 
          , 2010


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LIBERTY ACQUISITION HOLDINGS CORP.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON          , 2010
 
 
To the Stockholders of Liberty Acquisition Holdings Corp.:
 
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Liberty Acquisition Holdings Corp., a Delaware corporation, or Liberty, will be held at          , Eastern time, on          , 2010, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York, 10166, for the purpose of considering and acting upon the following proposals:
 
(1) The Reincorporation Proposal—a proposal to change Liberty’s state of incorporation from Delaware to Virginia by means of a merger, referred to as the reincorporation merger, of Liberty into Liberty Acquisition Holdings Virginia, Inc., or Liberty Virginia, a Virginia corporation and wholly owned subsidiary of Liberty, whose articles of incorporation and bylaws will become the articles of incorporation and bylaws of the surviving corporation upon completion of the reincorporation merger (included in this proxy statement prospectus as Annexes E and G, respectively), pursuant to the agreement and plan of merger included in this proxy statement/prospectus as Annex H;
 
(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 Promotora de Informaciones, S.A., or Prisa, Liberty and Liberty Virginia, as amended by Amendment No. 1 on August 13, 2010 and as it may be further amended from time to time, pursuant to which each outstanding share of Liberty common stock will be exchanged for either, at the option of the stockholder, $10.00 in cash or the following mixed consideration: (i) 1.5 newly created Prisa Class A ordinary shares, (ii) 3.0 newly created Prisa Class B convertible non-voting shares and (iii) $0.50 in cash, as well as cash in lieu of any fractional shares. A holder may elect to receive the $10.00 per share cash alternative or the mixed consideration with respect to any or all of its shares. If a holder has made a valid election with respect to any or all of its shares for either the $10.00 per share cash alternative or to receive the mixed consideration, it will only receive this consideration if the business combination is completed. If the business combination is not completed and the liquidation proposal described below is approved by Liberty’s stockholders, Liberty expects that Liberty stockholders will receive approximately $9.87 per share upon liquidation of Liberty. The Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares will be represented by Prisa American Depositary Shares, or Prisa ADSs, with each Prisa ADS-A representing 4 Prisa Class A ordinary shares and each Prisa ADS-NV representing 4 Prisa Class B convertible non-voting shares. Prisa will not be required to complete the business combination if holders of Liberty common stock elect to receive the $10.00 per share cash alternative or exercise the redemption rights provided for in Liberty’s restated certificate of incorporation for a total of more than 80 million shares of Liberty common stock. The vote to approve the business combination proposal will include approval and adoption of (i) the business combination agreement, (ii) the agreement and plan of merger included in this proxy statement/prospectus as Annex H, providing for the reincorporation of Liberty as a Virginia corporation through the merger of Liberty into Liberty Virginia, a Virginia corporation and wholly owned subsidiary of Liberty, and (iii) the plan of share exchange included in this proxy statement/prospectus as Annex I, providing for the share exchange pursuant to which Liberty Virginia, the surviving corporation in the reincorporation merger, will become a wholly owned subsidiary of Prisa and the shareholders of Liberty Virginia will receive Prisa Class A ordinary shares, Prisa Class B convertible non-voting shares and/or cash in exchange for their shares in Liberty Virginia. Unless the reincorporation proposal is approved at the special meeting of stockholders, the business combination proposal will not be presented to stockholders of Liberty;
 
(3) The Liquidation Proposal — a proposal to dissolve Liberty in accordance with Delaware law and approve the proposed plan of distribution in, or substantially in, the form of Annex O to this proxy statement/prospectus, which proposal may be abandoned by Liberty’s board of directors, notwithstanding approval of such proposal by Liberty’s stockholders, as described in this proxy statement/prospectus; and
 
(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


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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.
 
These items of business are described in this proxy statement/prospectus, which we encourage you to read in its entirety before voting.
 
Liberty’s board of directors has fixed the close of business on          , 2010, as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof and for the determination of stockholders entitled to elect to receive the $10.00 per share cash alternative in the business combination. Only the holders of record of Liberty common stock on the record date are entitled to have their votes counted at the Liberty special meeting of stockholders and any adjournments or postponements thereof or to make the cash election.
 
In order to complete the business combination, at least a majority of the shares of Liberty common stock issued and outstanding as of the record date must be voted for both the reincorporation proposal and the business combination proposal. However, if holders of 30% or more of the shares issued in Liberty’s initial public offering vote such shares against the business combination proposal and validly elect redemption of their shares for a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s initial public offering are held, then Liberty will not be able to consummate the business combination, regardless of whether a majority of the outstanding shares of Liberty common stock vote in favor of the business combination proposal. However, Liberty may, with Prisa’s prior written consent, utilize the stockholder adjournment proposal to adjourn or postpone the special meeting of stockholders so that it can continue to solicit support for approval of the reincorporation proposal and the business combination proposal. The approval of the stockholder adjournment proposal, if necessary, will require the affirmative vote of at least a majority of the shares of Liberty common stock that are present in person or represented by proxy and entitled to vote at the special meeting.
 
Liberty will also present the liquidation proposal to its stockholders at the special meeting consistent with Liberty’s IPO prospectus and its restated certificate of incorporation. Liberty may also utilize the stockholder adjournment proposal to adjourn or postpone the special meeting of stockholders so that it can continue to solicit support for approval of the liquidation proposal. Liberty’s board of directors may abandon the liquidation proposal, notwithstanding approval of the liquidation proposal by Liberty’s stockholders, without further action by Liberty’s stockholders in accordance with Section 275 of the Delaware General Corporation Law. Liberty’s board of directors intends to abandon the liquidation proposal if the business combination is consummated. The affirmative vote of at least a majority of the shares of Liberty common stock outstanding on the record date for the special meeting of stockholders is required to approve the liquidation proposal.
 
Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants and a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration, with the number of shares to be sold to be determined based upon the number of shares of Liberty common stock as to which the holders elect to receive the $10.00 per share cash alternative or exercise the redemption rights provided in Liberty’s restated certificate of incorporation. As a result, those warrants and shares will not participate in the warrant exchange or the share exchange. The shares to be sold to Liberty by Liberty’s sponsors will be outstanding on the record date for the special meeting of stockholders and the sponsors will be entitled to vote those shares on the reincorporation proposal, the business combination proposal and the stockholder adjournment proposal. Liberty’s sponsors have agreed with Liberty and the underwriters of Liberty’s initial public offering to vote all of their shares (including shares to be sold to Liberty) of Liberty common stock acquired prior to the initial public offering in accordance with the vote of the majority of the shares of common stock issued in Liberty’s initial public offering voted at the stockholders meeting on the business combination proposal.
 
Liberty’s board of directors has unanimously determined that the business combination agreement is advisable, fair to and in the best interests of Liberty and its stockholders and unanimously recommends that Liberty stockholders vote “FOR” the reincorporation proposal, “FOR” the business combination proposal, “FOR” the liquidation proposal and “FOR” the stockholder adjournment proposal. When you consider the recommendation of Liberty’s board of directors, you should keep in mind that Liberty’s directors and executive officer have interests in the business combination which are described in this proxy statement/prospectus that are different from, or in addition to, your interests as a stockholder of Liberty.


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Whether or not you plan to attend the special meeting of stockholders, please submit your proxy by signing, dating and returning the enclosed proxy card(s) in the pre-addressed postage-paid envelope. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares, or if you wish to attend the special meeting and vote in person, you must obtain a “Legal Proxy” from your broker or bank. If you do not submit your proxy or vote in person at the special meeting, or if you hold your shares through a broker or bank and you do not instruct your broker how to vote your shares or obtain a proxy from your broker or bank to vote in person at the special meeting of stockholders, it will have the same effect as a vote against the business combination proposal, as more fully described in this proxy statement/prospectus. A complete list of Liberty stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting at the principal executive offices of Liberty for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.
 
If you have any questions about how to vote or direct a vote in respect of your shares, you may call your bank or broker or you may contact D.F. King & Co., Inc. at (800) 659-6590.
 
By Order of the Board of Directors,
 
LIBERTY ACQUISITION HOLDINGS CORP.
 
Nicolas Berggruen
Chief Executive Officer
 
          , 2010


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Important Notice Regarding the Availability of Proxy Materials for
Liberty Acquisition Holdings Corp.’s Special Meeting of Warrantholders and Special Meeting of
Stockholders on          , 2010
 
The Liberty Acquisition Holdings Corp. Proxy Statement is available online at
www.dfking.com/liberty and www.sec.gov.


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 EX-5.01
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
 
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Prisa (File No. 333-166653), constitutes a prospectus of Prisa under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the Prisa shares underlying the Prisa ADSs to be issued to Liberty stockholders and warrantholders if the business combination is consummated. This document also constitutes notices of meetings and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the special meetings of (i) Liberty stockholders at which Liberty stockholders will be asked to consider and vote upon a proposal to approve the business combination by the approval and adoption of the business combination agreement, among other matters, and (ii) Liberty warrantholders at which Liberty warrantholders will be asked to approve and consent to an amendment to the warrant agreement which governs the terms of Liberty’s outstanding warrants in connection with Liberty’s consummation of the transactions contemplated by the business combination agreement.
 
Certain third-party investors who, immediately prior to consummation of the business combination, will hold newly created Liberty non-voting preferred stock, and identified in this proxy statement/prospectus under the heading “Selling Stockholders” (referred to as the selling stockholders) may, during the one-year period following the consummation of the business combination, offer for sale and sell up to [ l ] Prisa Class A ordinary shares and up to [ l ] Prisa Class B ordinary shares, represented by Prisa ADS-As and Prisa ADS-NVs, respectively, that may be received by them upon the consummation of the business combination as consideration for their shares of Liberty preferred stock and for shares of Liberty common stock and/or Liberty warrants held by them. The exact number of Prisa shares to be received by the selling stockholders in exchange for their Liberty preferred stock in the business combination will vary depending upon the total number of shares of Liberty common stock as to which the holder elects the $10.00 per share cash alternative or validly exercises redemption rights, as described in this proxy statement/prospectus. In addition, these selling stockholders may offer for sale and sell up to [ l ] Prisa Class A ordinary shares, represented by Prisa ADS-As, that they may receive upon the conversion of Prisa Class B convertible non-voting shares received in the business combination. All of the shares that may be offered for resale by the selling stockholders will have been received by the selling stockholders in the share exchange upon the consummation of the business combination or upon the conversion of securities so received.
 
Prisa will not receive any proceeds from any such offer or sale by the selling stockholders.
 
The selling stockholders may sell such Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares from time to time directly to purchasers or through underwriters, broker-dealers or agents, at fixed prices, at prevailing market prices at the time of sale, at varying prices or negotiated prices, by a variety of methods including the following:
 
  •  in negotiated transactions, or in trading markets for Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares;
 
  •  in the trading markets for the Prisa ADS-As and Prisa ADS-NVs representing the Prisa shares;
 
  •  in the over-the-counter market or on any national securities exchange on which shares of Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares may be listed or quoted at the time of sale;
 
  •  in transactions otherwise than on such exchanges or in the over-the-counter market;
 
  •  through a combination of any such methods; or
 
  •  through any other method permitted under applicable law.
 
Prisa will bear all costs associated with the registration of the issuance in the business combination of the Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares to be received by the selling stockholders.


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CURRENCIES
 
In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:
 
  •  ‘‘$,” “US$” and “U.S. dollar” each refer to the United States dollar; and
 
  •  ‘‘€,” “EUR” and “euro” each refer to the euro, the single currency established for members of the European Economic and Monetary Union since January 1, 1999.
 
IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES
 
Prisa’s audited financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.”
 
Adjusted EBITDA, as presented in this proxy statement/prospectus, is a supplemental measure of performance that is not required by, or presented in accordance with IFRS. It is not a measurement of financial performance under IFRS and should not be considered as (i) an alternative to operating or net income or cash flows from operating activities, in each case determined in accordance with IFRS, (ii) an indicator of cash flow or (iii) a measure of liquidity.
 
Prisa defines “Adjusted EBITDA” as profit from operations, as shown on Prisa’s financial statements, plus asset depreciation expense, plus changes in operating allowances, plus impairment of assets and plus goodwill deterioration. Prisa uses Adjusted EBITDA as a financial measure to assess the performance of its businesses. Prisa presents Adjusted EBITDA because it believes Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in evaluating similar issuers, a significant number of which present Adjusted EBITDA (or a similar measure) when reporting their results.
 
Although Prisa uses Adjusted EBITDA as a financial measure to assess the performance of its businesses, the use of Adjusted EBITDA has important limitations, including that Adjusted EBITDA:
 
  •  does not represent funds available for dividends, reinvestment or other discretionary uses;
 
  •  does not reflect cash outlays for capital expenditures or contractual commitments;
 
  •  does not reflect changes in, or cash requirements for, working capital;
 
  •  does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;
 
  •  does not reflect income tax expense or the cash necessary to pay income taxes;
 
  •  excludes depreciation and amortization and, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future;
 
  •  does not reflect cash requirements for such replacements; and
 
  •  may be calculated differently by other companies, including other companies in Prisa’s industry, limiting its usefulness as a comparative measure.
 
Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to Prisa to invest in the growth of its businesses. Prisa compensates for these limitations by relying primarily on IFRS results and using Adjusted EBITDA measures only supplementally. See “Information About Prisa—Operating and Financial Review” and the consolidated financial statements of Prisa contained elsewhere in this proxy statement/prospectus.
 
Prisa also occasionally uses “EBIT” as another name for the IFRS measure profit from operations, as shown in Prisa’s audited financial statements and accompanying notes.


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INDUSTRY AND MARKET DATA
 
In this proxy statement/prospectus, Prisa relies on and refers to information and statistics regarding market shares in the sectors in which it competes and other industry data. Prisa obtained this information and statistics from third-party sources, such as independent industry publications, government publications or reports by market research firms, such as Zenith Optimedia, TNS Sofres and Marktest. Prisa has supplemented this information where necessary with information from various other third-party sources, discussions with Prisa customers and its own internal estimates taking into account publicly available information about other industry participants and Prisa management’s best view as to information that is not publicly available. Prisa believes that these third-party sources are reliable, but it has not independently verified the information and statistics obtained from them.


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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND WARRANT AGREEMENT AMENDMENT
 
The following are some questions that you may have regarding the proposed business combination, the proposed warrant agreement amendment and the other matters being considered at the Liberty special meetings and brief answers to those questions. Liberty and Prisa urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you concerning the proposed business combination, the proposed warrant agreement amendment and the other matters being considered at the Liberty special meetings. The annexes to this proxy statement/prospectus also contain additional important information.
 
Unless stated otherwise, all references in this proxy statement/prospectus to (i) Prisa are to Promotora de Informaciones, S.A., a company organized under the laws of the Kingdom of Spain, and its consolidated subsidiaries; (ii) Liberty are to Liberty Acquisition Holdings Corp., a Delaware corporation; (iii) Liberty Virginia are to Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation and a wholly owned subsidiary of Liberty; (iv) the business combination agreement are to 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 (and as it may be further amended from time to time), a copy of which is included as Annex A to this proxy statement/prospectus and incorporated into this proxy statement/prospectus; (v) the sponsor support agreement are to the Support Agreement, dated as of March 5, 2010, by and among Liberty and certain shareholders of Prisa named in the agreement, a copy of which is included as Annex B to this proxy statement/prospectus and incorporated into this proxy statement/prospectus; and (vi) the sponsor surrender agreement are to the amended and restated letter agreement, dated as of August 4, 2010, among Liberty and Liberty’s sponsors, regarding the sale to Liberty by Liberty’s sponsors of all of their Liberty warrants and between approximately 3.3 million and 6.4 million of their shares of Liberty common stock, a copy of which is included as Annex C to this proxy statement/prospectus and incorporated into this proxy statement/prospectus.
 
Q. Why am I receiving this proxy statement/prospectus?
 
A. Liberty has entered into the business combination agreement to effect a business combination with Prisa on the terms and subject to the conditions of the business combination agreement, which are described in this proxy statement/prospectus. We encourage you to read the entire business combination agreement carefully.
 
Liberty stockholders are also being asked to approve a change in Liberty’s state of incorporation from Delaware to Virginia by means of a merger of Liberty into Liberty Virginia, a wholly owned Virginia subsidiary. The reincorporation merger is the first step in the business combination, and the approval of the business combination proposal includes approval of the reincorporation merger. However, Liberty is asking its stockholders to vote separately for this step of the business combination in light of guidance previously provided by the Staff of the SEC’s Division of Corporation Finance on unbundling proposals in proxy statements. The form of amended and restated articles of incorporation of Liberty Virginia, which will become the amended and restated articles of incorporation of the surviving corporation upon completion of the reincorporation merger, is included as Annex E to this proxy statement/prospectus and incorporated into this proxy statement/prospectus.
 
In order to complete the business combination, (1) at least a majority of the shares of Liberty common stock issued and outstanding as of          , 2010, the record date for the special meeting of Liberty stockholders called to consider the business combination proposal, must be voted “FOR” both the reincorporation proposal and the business combination proposal, and (2) holders of less than 30% of the shares of Liberty common stock issued in Liberty’s initial public offering, or IPO, must vote such shares “AGAINST” the business combination proposal and validly elect redemption of their shares. In addition, the warrant amendment proposal must be approved as described elsewhere in this proxy statement/prospectus.
 
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Liberty is soliciting proxies for use at the special meetings of its common stockholders and warrantholders discussed in this document.
 
Q. What matters will warrantholders act on at the special meeting of warrantholders?
 
A. At the special meeting of Liberty’s warrantholders, Liberty warrantholders will be asked to approve and consent to a proposal to amend the warrant agreement which governs the terms of all of Liberty’s outstanding warrants (consisting, as of the record date, of 51,750,000 publicly held warrants, 12,000,000 warrants held by Berggruen Acquisition Holdings Ltd. and Marlin Equities II, LLC, referred to as the sponsors’ warrants, and 12,937,500 warrants held by the sponsors and Liberty’s three independent directors, referred to as the founders’ warrants). Under such amendments, in connection with the consummation of the transactions contemplated by the business combination agreement, each of Liberty’s then outstanding warrants would be exchanged for (i) cash in the amount of $0.90 to be paid by or at the direction of Liberty Virginia and (ii) 0.45 newly created Prisa Class A ordinary shares, with cash paid in lieu of any fractional shares. The Prisa Class A ordinary shares will be represented by Prisa ADS-As.
 
The mix of cash and Prisa shares deliverable for each Liberty warrant had a value of approximately $2.26 on August 4, 2010 (based on the closing price of Prisa ordinary shares on the Spanish Continuous Market Exchange (Sistema de Interconexión Bursátil-Mercado Continuo) on August 3, 2010 (€2.29) and a dollar to euro exchange rate on that date of 1.323) and approximately $[ • ] on [ • ], 2010 (based on the closing price of Prisa ordinary shares of €[ • ] and a dollar to euro exchange rate on such date of [ • ]). The actual value in U.S. dollars of the consideration to be received per warrant will depend on the exchange rate and the market price of Prisa ordinary shares on the closing date of the proposed business combination. The aggregate cash consideration deliverable to Liberty’s warrantholders (after giving effect to the sale by the sponsors of all of their warrants to Liberty for nominal consideration pursuant to the sponsor surrender agreement) is approximately $46.7 million, of which $149,040 is attributable to the remaining founders’ warrants.
 
Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants and a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration. As a result, those warrants (approximately 24.8 million) will not participate in the warrant exchange. However, those warrants will be outstanding on the record date for the special meeting of Liberty warrantholders and the sponsors will be entitled to vote those warrants on the warrant amendment proposal. Liberty’s sponsors have agreed, with respect to all of their warrants, to consent to the warrant amendment proposal.
 
Liberty’s IPO prospectus, which related to the sale of units consisting of common stock and warrants, disclosed that any proposed business combination would require the approval of the holders of Liberty common stock and did not mention that a business combination may require the approval of other persons, including warrantholders. However, the proposed business combination requires the approval of both the holders of Liberty common stock and the Liberty warrantholders since approval of the warrant agreement amendment is a condition to the consummation of the business combination. Liberty’s board of directors believes that the requirement that warrantholders approve the warrant agreement amendment as a condition to the consummation of the business combination is not inconsistent with the disclosure contained in Liberty’s IPO prospectus because it does not alter or modify the stockholder approval requirements applicable to a business combination contained in Liberty’s restated certificate of incorporation and is, in Liberty’s view, comparable to other conditions to the consummation of a typical business combination, such as the receipt of third-party consents. In connection with this proxy statement/prospectus, Liberty has obtained an opinion from its special Delaware counsel, which opinion is to be issued prior to the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, to the effect that, while the matter has not been settled as a matter of Delaware law and, accordingly, is not entirely free of doubt, the conditioning of the consummation of the business combination on the approval of Liberty’s warrantholders of the warrant agreement amendment does not require an amendment to Liberty’s restated certificate of incorporation. Notwithstanding Liberty’s board’s belief, however, it is possible that stockholders of Liberty who purchased their shares in Liberty’s IPO and who have not exercised their redemption rights could attempt to bring claims against Liberty on the basis that Liberty’s


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IPO prospectus did not disclose that Liberty’s business combination might be conditioned upon the approval of Liberty’s warrantholders of an amendment to the warrant agreement, which amendment provides for a cash payment to Liberty’s warrantholders upon consummation of the business combination. Even if you do not pursue such claims, others may do so. Liberty and Prisa cannot predict whether stockholders will bring such claims or whether such claims would be successful.
 
The approval of the warrant amendment proposal is a condition to consummate the transactions contemplated by the business combination agreement. However, if the parties do not complete the business combination, they will not enter into the warrant agreement amendment, even if warrantholders have previously approved the amendment.
 
Q. What matters will stockholders consider at the special meeting of stockholders?
 
A. At the Liberty special meeting of stockholders, Liberty will ask its common stockholders to vote in favor of the following proposals:
 
• 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 Virginia, a Virginia corporation and wholly owned subsidiary of Liberty, whose articles of incorporation and bylaws will become the articles of incorporation and bylaws of the surviving corporation upon completion of the reincorporation merger (included in this proxy statement/prospectus as Annexes E and G, respectively), pursuant to the agreement and plan of merger included in this proxy statement/prospectus as Annex H.
 
• The Business Combination Proposal—a proposal to approve a business combination by the approval and adoption of the business combination agreement pursuant to which each outstanding share of Liberty common stock will be exchanged for either, at the option of the stockholder, $10.00 in cash or the following consideration (referred to as the mixed consideration): (i) 1.5 Prisa Class A ordinary shares, (ii) 3.0 Prisa Class B convertible non-voting shares and (iii) $0.50 in cash, as well as cash in lieu of any fractional shares. A holder may make a cash election or a mixed consideration election with respect to any or all of its shares. The Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares will be represented by Prisa ADSs, with each Prisa ADS-A representing 4 Prisa Class A ordinary shares and each Prisa ADS-NV representing 4 Prisa Class B convertible non-voting shares. The vote to approve the business combination proposal will include approval and adoption of (i) the business combination agreement, (ii) the agreement and plan of merger included in this proxy statement/prospectus as Annex H, providing for the reincorporation merger and (iii) the plan of share exchange included as Annex I to this proxy statement/prospectus, providing for the share exchange pursuant to which Liberty Virginia, the surviving corporation in the reincorporation merger, will become a wholly owned subsidiary of Prisa and the shareholders of Liberty Virginia will receive Prisa Class A ordinary shares, Class B convertible non-voting shares and/or cash in exchange for their shares in Liberty Virginia.
 
• The Liquidation Proposal—a proposal to dissolve Liberty in accordance with Delaware law and approve the proposed plan of distribution in, or substantially in, the form of Annex O to this proxy statement/prospectus, which proposal may be abandoned by Liberty’s board of directors, notwithstanding approval of such proposal by Liberty’s stockholders, as described in this proxy statement/prospectus.
 
• 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 to adopt the reincorporation proposal, the business combination proposal and/or the liquidation proposal.
 
Liberty’s board of directors may abandon the liquidation proposal, notwithstanding approval of the liquidation proposal by Liberty’s stockholders, without further action by Liberty’s stockholders in accordance with Section 275 of the Delaware General Corporation Law. Liberty’s board of directors intends to abandon the liquidation proposal if the business combination is consummated.
 
Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants and a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration. The exact number of shares to be sold by


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Liberty’s sponsors will be determined based upon the number of shares of Liberty common stock as to which the holders elect to receive the $10.00 per share cash alternative or exercise the redemption rights provided for in Liberty’s restated certificate of incorporation. As a result, those warrants and shares will not participate in the warrant exchange or the share exchange. The shares to be sold to Liberty by Liberty’s sponsors will be outstanding on the record date for the special meeting of stockholders and the sponsors will be entitled to vote those shares on the reincorporation merger, the business combination proposal, the liquidation proposal and the stockholder adjournment proposal. Liberty’s sponsors have agreed with Liberty and the underwriters of Liberty’s IPO to vote all of their shares (including the shares to be sold to Liberty) of Liberty common stock acquired prior to the IPO in accordance with the vote of the majority of the shares of common stock issued in Liberty’s IPO voted at the stockholders meeting on the business combination proposal. All of the founders have also agreed with Liberty and the underwriters of Liberty’s IPO to vote all of their shares of Liberty common stock in favor of the liquidation proposal.
 
Q. Why is Liberty selling shares of preferred stock prior to the consummation of the business combination?
 
A: In connection with the business combination, Liberty has separately negotiated and entered into preferred stock purchase agreements with its sponsors and certain third party investors, pursuant to which the sponsors and investors agreed to purchase shares of specified newly created series of Liberty non-voting preferred stock, for an aggregate purchase price of $500 million. The purpose of these sales is to provide additional funds that may be used to make the required payments to those Liberty stockholders who elect to receive the $10.00 per share cash alternative in the business combination. All shares of preferred stock to be issued by Liberty under the preferred stock purchase agreements will be exchanged in the business combination for a combination of cash and/or Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares. The relative amounts of cash and Prisa shares to be received by the preferred stockholders in the business combination will vary depending upon the total number of shares of Liberty common stock as to which the holder elects the $10.00 per share cash alternative or validly exercises their redemption rights, as described in this proxy statement/prospectus. Liberty and Prisa expect that the availability of the cash alternative will significantly reduce, or eliminate, the number of Liberty common stockholders who elect to exercise their redemption rights and vote against the transaction, thus increasing the likelihood that the business combination will be approved. The sale of the preferred stock allows Liberty and Prisa to make the cash alternative available to Liberty stockholders in the business combination for up to $800 million of cash consideration without any material increase in the number of Prisa shares issuable in connection with the business combination.
 
Liberty’s IPO prospectus did not disclose or contemplate that the terms of a future business combination would include a cash election in an amount greater than the redemption value of the Liberty common stock, which may have the effect of significantly reducing or eliminating the possibility that stockholders who do not wish to receive shares in the business combination will vote against the business combination. Liberty’s board of directors believes that neither the availability of the cash alternative nor any resulting reduction or elimination of the number of Liberty common stockholders who elect to exercise their redemption rights and vote against the transaction is inconsistent with the disclosure contained in the prospectus from Liberty’s IPO because it does not eliminate or otherwise affect the redemption rights available to Liberty’s common stockholders, as described in this proxy statement/prospectus. Liberty’s board believes that the cash alternative is beneficial to Liberty’s public stockholders, in that it makes it possible for more Liberty stockholders to receive cash in lieu of participating in the business combination than the 30% maximum that would be applicable absent the cash alternative (and allows these stockholders to receive a greater amount of cash than they would be entitled to receive if they exercised redemption rights), while also increasing the likelihood that the business combination will be approved, thereby benefiting those Liberty stockholder who are in favor of the business combination. Notwithstanding Liberty’s board’s belief, however, it is possible that stockholders of Liberty who purchased their shares in Liberty’s IPO and who have not exercised their redemption rights could attempt to bring claims against Liberty on the basis that Liberty’s IPO prospectus did not disclose that Liberty might seek to reduce or eliminate the possibility that Liberty stockholders would exercise their redemption


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rights. Even if you do not pursue such claims, others may do so. Liberty and Prisa cannot predict whether stockholders will bring such claims or whether such claims would be successful.
 
Q: How do I make either an election for the $10.00 per share cash alternative or a mixed consideration election?
 
A: A form of election for use by holders of Liberty common stock as of the record date for the Liberty stockholder meeting is included with this proxy statement/prospectus. You should carefully review and follow the instructions in the form of election. To make either an election to receive the $10.00 per share cash alternative or a mixed consideration election, Liberty common stockholders must properly complete, sign and send the form of election and the stock certificates representing the shares of Liberty common stock to which the form of election relates, properly endorsed for transfer, or effect a book-entry delivery of shares as described on the form of election to Citibank, N.A., the exchange agent, at one of the following addresses:
 
     
By Regular Mail:
  By Overnight Courier:
     
Citibank, N.A.
Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011
  Citibank, N.A.
Corporate Actions
250 Royall Street
Attn.: Suite V
Canton, MA 02021
 
The exchange agent must actually receive the form of election and the stock certificates representing the shares of Liberty common stock to which the form of election relates or a book-entry delivery of shares as described in the form of election by the election deadline. The election deadline is [ • ], New York City time, on [ • ], 2010, the date and time which is immediately prior to the Liberty stockholder meeting.
 
If you own shares of Liberty common stock in “street name” through a bank, broker or other financial institution and you wish to submit a form of election, you should seek instructions from the financial institution holding your shares concerning how to make your election.
 
Q: What happens if I do not submit a form of election with respect to any or all of the shares of Liberty common stock that I hold, or if my form of election is deemed to be invalid?
 
A: If the exchange agent does not receive a properly completed form of election from you before the election deadline, together with the stock certificates you wish to exchange, properly endorsed for transfer, or a book-entry delivery of shares as described in the form of election, then your shares of Liberty common stock will be deemed to be “non-electing shares” and these shares will be exchanged for the right to receive the mixed consideration in the share exchange. You bear the risk of delivery and should send any form of election by courier to the appropriate address shown in the form of election. Neither Prisa nor the exchange agent has any obligation to notify holders of Liberty common stock of any defect in a form of election submitted to the exchange agent.
 
Q: Do I have to make the same election with respect to all of the shares of Liberty common stock I hold?
 
A: No. You may make an election for the $10.00 per share cash alternative or a mixed consideration election with respect to any or all of the shares of Liberty common stock that you hold.
 
Q: Can I change my election after the form of election has been submitted?
 
A: Yes. You may revoke any election for the $10.00 per share cash alternative or any mixed consideration election made with respect to any or all of the shares of Liberty common stock that you hold by submitting a written notice to the exchange agent, which notice must be received by the exchange agent no later than the election deadline. After you have made a valid election for the $10.00 per share cash alternative or a valid mixed consideration election with respect to your shares, no further registration of transfers of those shares will be made on the stock transfer books of Liberty unless and until you properly revoke your election.


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Q. What percentage of Prisa will Liberty’s security holders own as a result of the business combination?
 
A. Ownership of Fully Diluted Prisa Equity:  Prisa and Liberty estimate that Prisa will issue up to approximately 225 million Prisa Class A ordinary shares and up to approximately 403 million Prisa Class B convertible non-voting shares in the business combination. Prisa and Liberty anticipate that the Prisa ADSs to be issued to Liberty’s stockholders and warrantholders will represent between 51.6% and 57.7% of the outstanding capital stock of Prisa on a fully diluted basis assuming conversion of all Class B convertible non-voting shares into Class A ordinary shares (depending upon the number of shares of Liberty common stock validly redeemed in connection with the business combination or electing the $10.00 per share cash alternative and assuming that the expected Prisa warrant issuance occurs as described in this proxy statement/prospectus and all warrants are exercised). The Prisa Class B convertible non-voting shares are convertible into Class A ordinary shares at the option of the holder at any time after issuance.
 
Ownership of Outstanding Prisa Class A ordinary shares:  At the closing of the business combination, Liberty’s former stockholders and warrantholders would own between approximately 45.0% and 50.6% of the outstanding Class A ordinary shares of Prisa, without giving effect to the potential conversion of the Class B convertible non-voting shares of Prisa (depending upon the number of shares of Liberty common stock validly redeemed in connection with the business combination or electing the $10.00 per share cash alternative). The expected Prisa warrant issuance would not occur prior to the closing of business combination, therefore the above percentages do not take into account the potential dilutive effect of the Prisa warrants.
 
Minimum Ownership of Prisa Voting Securities:  Since the Prisa Class B convertible non-voting shares do not have voting rights, former Liberty stockholders will hold a minimum of approximately 24.5% of the total voting power held by all Prisa shareholders immediately following the consummation of the business combination considering all variables that could reduce their percentage of total voting power. The circumstances under which this minimum percentage would occur are if (i) the cash amount required to cover redeemed shares and those electing the $10.00 per share cash alternative in the business combination is at least $525 million, (ii) no Prisa Class B convertible non-voting shares have been converted into Prisa Class A ordinary shares, and (iii) all Prisa shareholders exercise all warrants received in the Prisa warrant issuance. Approximately 14.4 percentage points of the foregoing percentage represents Prisa Class A ordinary shares that would be issued in the business combination in exchange for shares of Liberty preferred stock, with the balance being shares issued in exchange for shares of Liberty common stock held by Liberty’s stockholders.
 
Prisa Shares Issued in Exchange for Liberty Preferred Stock:  The Prisa shares issued in exchange for shares of Liberty preferred stock would represent between approximately 1.8% (in the case of no redemptions or cash elections, no conversion of the Prisa Class B convertible non-voting shares issued in exchange for Liberty preferred stock and full exercise of all warrants received by Prisa shareholders in the Prisa warrant issuance) and 47.4% (in the case of maximum redemptions and cash elections, conversion of all Prisa Class B convertible non-voting shares issued in exchange for Liberty preferred stock and no exercise of any warrants received by Prisa shareholders in the Prisa warrant issuance) of the total voting power held by all Prisa shareholders. On a fully diluted basis assuming conversion of all Prisa Class B convertible non-voting shares into Prisa Class A ordinary shares and exercise of all Prisa warrants, purchasers of shares of Liberty preferred stock would receive in exchange for those shares between approximately 3.4% and 29.0% of the total equity held by all Prisa shareholders following the consummation of the business combination.
 
Article Fifth of Liberty’s restated certificate of incorporation provides that a “Business Combination” means the “acquisition” by Liberty of one or more operating businesses through a “merger, stock exchange, asset acquisition, reorganization or similar business combination.” Liberty’s IPO prospectus stated that Liberty was formed to acquire a then currently unidentified operating business through a merger, stock exchange, asset acquisition, reorganization or similar business combination, that Liberty would not become a holding company for a minority interest in a target business, and that if Liberty were


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to acquire less than 100% of a target business Liberty would only do so if it acquired greater than 50% of the outstanding equity interests or voting power of one or more target businesses. The business combination with Prisa is structured such that Liberty itself is not acquiring anything, but rather its stockholders are exchanging their shares of Liberty common stock for a majority of the outstanding equity interests in the target business, and former Liberty security holders may hold less than 50% of the total voting power of Prisa immediately following the business combination. Liberty’s board of directors believes that the transactions contemplated by the business combination agreement satisfy the definition of a “Business Combination” contained in Liberty’s restated certificate of incorporation and as described in Liberty’s IPO prospectus because (i) the definition, by its terms, does not require that Liberty be the surviving or resulting entity in a “Business Combination,” (ii) “acquisitions” are frequently structured in a way that the “acquiring” entity is not technically the surviving entity, often for tax or regulatory reasons and (iii) former Liberty security holders will own at least 50% of the total equity securities of Prisa outstanding immediately following the consummation of the business combination. Liberty’s board has always believed, based on advice from its counsel, that it had broad discretion in the types of business combinations that could be presented to its stockholders. As described in this proxy statement/prospectus, Liberty and Prisa believe that the Virginia share exchange was the most beneficial structure that was available to effect the business combination. In connection with this proxy statement/prospectus, Liberty has confirmed its belief that the contemplated transactions constitute a valid business combination by obtaining an opinion from its special Delaware counsel, which opinion is to be issued prior to the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, that while the matter has not been settled as a matter of Delaware law and, accordingly, is not entirely free of doubt, the proposed business combination with Prisa satisfies the definition of a “Business Combination” contained in Article Fifth of Liberty’s restated certificate of incorporation. Notwithstanding Liberty’s board’s belief, however, it is possible that stockholders of Liberty who purchased their shares in Liberty’s IPO and who have not exercised their redemption rights could attempt to bring claims against Liberty on the basis that the structure of the proposed business combination was not contemplated by or disclosed in Liberty’s IPO prospectus. Even if you do not pursue such claims, others may do so. Liberty and Prisa cannot predict whether stockholders will bring such claims or whether such claims would be successful.
 
Q. What is the value of the mixed consideration I will receive if the business combination is completed?
 
A. The 1.5 Prisa Class A ordinary shares and cash deliverable as part of the mixed consideration for each share of Liberty common stock had a value of approximately $5.04 on August 4, 2010 (based on the closing price of Prisa ordinary shares on the Spanish Continuous Market Exchange on August 3, 2010 (€2.29) and a dollar to euro exchange rate on that date of 1.323) and approximately $[ • ] on [ • ], 2010 (based on the closing price of Prisa ordinary shares of €[ • ] and the dollar to euro exchange rate on such date of [ • ]). The mixed consideration also includes 3.0 Prisa Class B convertible non-voting shares for each share of Liberty common stock; however, there is currently no public trading market for Prisa Class B convertible non-voting shares. The actual value in U.S. dollars of the mixed consideration to be received per share of Liberty common stock for holders receiving the mixed consideration will depend on the exchange rate, and the market price of Prisa ordinary shares and market value of the Prisa Class B convertible non-voting shares on the closing date of the proposed business combination.
 
Q. Are any of the proposals conditioned on one another?
 
A. Yes. Unless the warrant amendment proposal is approved, none of the stockholder proposals (other than the liquidation proposal) will be presented to the stockholders of Liberty. However, if Liberty’s stockholders do not approve the business combination proposal or if the parties do not complete the business combination, the parties will not enter into the warrant agreement amendment, even if warrantholders have previously approved the amendment. In addition, unless the reincorporation proposal is approved at the special meeting of stockholders, the business combination proposal will not be presented to the stockholders of Liberty.


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Q. Why is Liberty proposing the warrant amendment proposal?
 
A. The approval of the warrant amendment proposal is a condition to consummate the transactions contemplated by the business combination agreement. Prisa and Liberty agreed to effect the warrant exchange in connection with the consummation of the business combination in order to reduce the dilutive effect of the presently issued and outstanding warrants to purchase shares of Liberty’s common stock, as these warrants would otherwise represent the right to purchase Prisa shares following the business combination.
 
Q. What will happen upon the consummation of the business combination?
 
A. Upon the consummation of the business combination, Liberty will merge with and into Liberty Virginia, with Liberty Virginia surviving the merger and the stockholders and warrantholders of Liberty becoming stockholders and warrantholders of Liberty Virginia. Immediately following this reincorporation merger, Liberty Virginia will effect a statutory share exchange with Prisa under the Virginia Stock Corporation Act and the Spanish Companies Law of 2010 which, as of September 1, 2010, replaced the Spanish Corporation Law of 1989 (Texto Refundido de la Ley de Sociedades Anónimas aprobado por el Real Decreto Legislativo 1564/1989), as amended (as applicable, referred to as the Spanish Companies Law), as a result of which:
 
• Liberty Virginia will become a wholly owned subsidiary of Prisa;
 
• each then outstanding share of Liberty Virginia common stock and Liberty Virginia preferred stock, which will not include shares of common stock as to which the holder has validly exercised its redemption rights, will be exchanged for cash and/or Prisa shares, to be represented by Prisa ADSs, as described above; and
 
• each of Liberty Virginia’s then outstanding warrants will be exchanged in connection with the consummation of the business combination for a combination of cash and Prisa shares to be represented by Prisa ADSs, as described above.
 
If Liberty Virginia and Prisa complete the business combination but you have voted your shares against the business combination proposal and have validly exercised your right to cause Liberty to redeem your shares of Liberty common stock, you will receive an equal number of shares of Liberty Virginia common stock pursuant to the reincorporation merger, which will be redeemed by Liberty Virginia for cash equal to a pro rata portion of Liberty’s trust account which, as of June 30, 2010, without taking into account any interest accrued after that date, was equal to approximately $9.87 per Liberty share.
 
If Liberty Virginia and Prisa complete the business combination, all of your warrants will be automatically exchanged in the warrant exchange for the combination of cash and Prisa ADSs, as described above, even if you did not give your consent to the warrant amendment proposal, and you will no longer hold any warrants.
 
If the business combination is consummated, Liberty’s board of directors intends to abandon the liquidation proposal.
 
Q. What are the terms of the Prisa Class B convertible non-voting shares?
 
A. The Prisa Class B convertible non-voting shares will have no right to vote on matters submitted to shareholders generally. The Prisa Class B convertible non-voting shares will have a nominal value of €0.10 and a stated value that will be established at the time of consummation of the business combination. The stated value per Prisa Class B convertible non-voting share will be calculated as the market value of Liberty at that time (based on the average closing prices of Liberty’s common stock and warrants during the last full three-month period ending prior to the closing date) divided by the aggregate number of Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares issued to Liberty stockholders and warrantholders in the business combination. The stated value is used, among other things, for purposes of calculating the premium reserve created upon issuance of the Prisa Class B convertible non-voting shares (as described below) and for liquidation preference purposes, and is not intended to be indicative of the market value of the Prisa Class B convertible non-voting shares.


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Each Prisa Class B convertible non-voting share will receive a minimum annual dividend, so long as there is no legal restriction against such payment, in an amount equal to €0.175, except in respect of fiscal year 2010, for which period the amount of the minimum dividend payable in respect of each Prisa Class B convertible non-voting share will be calculated by multiplying €0.175 by the fraction of the fiscal year during which the Prisa Class B convertible non-voting shares will have been outstanding (the number of days from issuance through and including December 31, 2010, divided by 365). Prisa may pay the minimum annual dividend from two sources: distributable profits, as defined by Section 273 of the Spanish Companies Law of 2010, and from the premium reserve created in connection with the issuance of the Prisa Class B convertible non-voting shares. Assuming the maximum number of Prisa Class B convertible non-voting shares are issued in the business combination (approximately 403 million shares), an aggregate annual minimum dividend of €70.5 million would have been payable on the Prisa Class B convertible non-voting shares for each of 2007, 2008 and 2009. For 2008, Prisa would have been obligated to pay €37.2 million of this amount from available distributable profits and the remaining €33.3 million out of a charge against the premium reserve that would have been created at the time of issuance; for 2009, since Prisa did not have distributable profits for the year, Prisa would have been obligated to pay the entire €70.5 million out of a charge against the premium reserve.
 
The premium reserve will be non-distributable for so long as any Prisa Class B convertible non-voting shares remain outstanding, other than for the payment of the minimum dividend on the Prisa Class B convertible non-voting shares in the event that there are insufficient distributable profits to pay the full amount of such dividend. The premium reserve may also be distributed in connection with conversion of the Prisa Class B convertible non-voting shares, as described below. If, in a given financial year, Prisa earns sufficient distributable profits to cover the full amount of the minimum dividend due to the holders of Prisa Class B convertible non-voting shares, then Prisa must submit this payment out of distributable profits to shareholders for approval. If distributable profits in a given financial year are insufficient to cover the full amount of the minimum dividend due to the holders of the Prisa Class B convertible non-voting shares, then any shortfall would be payable from the premium reserve in respect of the Prisa Class B convertible non-voting shares. If the minimum dividend in respect of a given financial year exceeds the sum of distributable profits in that year and the then-existing balance of the premium reserve in respect of the Prisa Class B convertible non-voting shares, then Prisa would be obligated to pay only a partial dividend for such year, up to the amount of such distributable profits plus the then-existing balance of the premium reserve in respect of the Prisa Class B convertible non-voting shares, pro rata in respect of the Prisa Class B convertible non-voting shares. Any remaining shortfall would be added to the annual minimum dividend payable in respect of the Prisa Class B convertible non-voting shares in the following year.
 
In the event of conversion, the holder of Prisa Class B convertible non-voting shares will be entitled to receive in cash, on or before the date the Prisa Class A ordinary shares are delivered in exchange for the converted Prisa Class B convertible non-voting shares, any minimum dividend not paid before such date (including (i) the proportionate minimum dividend corresponding to the number of days elapsed from the beginning of the year in which the conversion takes place and the non declared nor paid minimum dividend corresponding to the previous year, to the extent there are distributable profits for the previous or current year or premium reserve and (ii) any accumulated dividend not paid from previous years, to the extent there are distributable profits for the previous or current year).
 
Any portion of the minimum annual dividend for a given year that Prisa does not become obligated to pay due to a lack of sufficient distributable profits for that year or lack of available premium reserve will accumulate until it becomes payable out of distributable profits for a subsequent year(s). Any remaining accumulated dividends at the time of conversion (whether voluntary or automatic) will be paid on or before the date on which Prisa Class A ordinary shares are delivered in exchange for the converted Prisa Class B convertible non-voting shares to the extent there are distributable profits for the year of conversion or the previous year (if the minimum dividend for such year has not been declared) that are permitted by applicable law to be paid out. At that time, Prisa will determine and pay both the amount of the annual dividend payable for the portion of the year of conversion during which the shares subject to conversion remained outstanding and the amount of dividend that remained accrued at the time of conversion. Any


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such dividends (whether for the portion of the year of, or accrued at the time of conversion) that do not become payable at that time due to the lack of sufficient distributable profits for that year or lack of available premium reserve will not thereafter become payable or be paid.
 
Assuming distributable profits or Class B share premium reserves are available, the minimum dividend would be paid as soon as possible following the ordinary shareholders’ meeting at which the shareholders approve Prisa’s annual accounts, and in no event later than September 30 of each year. Prisa Class B convertible non-voting shares will also participate in any dividend paid in respect of the Prisa Class A ordinary shares, provided, however, that no such dividend shall be paid until the minimum dividend due to the Prisa Class B convertible non-voting shares has been paid in full, including any unpaid amounts accumulated from prior years. All minimum dividends in respect of the Prisa Class B convertible non-voting shares will be paid in cash.
 
Holders of Prisa Class B convertible non-voting shares may at any time give Prisa notice of their election to convert the shares into one Prisa Class A ordinary share for each Prisa Class B convertible non-voting share. Prisa’s board (or a duly authorized committee) will, within five business days following the end of each month, issue Prisa Class A ordinary shares in respect of the Prisa Class B convertible non-voting shares whose holders have elected conversion during that prior month. Prisa will register with the Mercantile Register all Prisa Class A ordinary shares issued upon conversion as soon as practicably possible before the end of the month in which the Prisa Class A ordinary shares are issued.
 
Any Prisa Class B convertible non-voting share still outstanding on the date that is 42 months after its issue date will automatically convert into one Prisa Class A ordinary share, without any action by the holder. In the event of automatic conversion, if the volume-weighted average price of Prisa Class A ordinary shares on the Spanish Continuous Market Exchange (Sistema de Interconexión Bursátil-Mercado Continuo) during the 20 consecutive trading days immediately preceding the conversion date, or the twenty-day trailing average, is below €2.00, then the conversion rate will be modified. In this event, the number of Prisa Class A ordinary shares into which each Prisa Class B convertible non-voting share will convert will be equal to a fraction (expressed as a decimal), the numerator of which will be €2.00 and the denominator of which will be the twenty-day trailing average, subject to a maximum conversion rate of 1.33 Prisa Class A ordinary shares per Prisa Class B convertible non-voting share. If the twenty-day trailing average is less than €2.00, Prisa may also choose to retain the 1:1 conversion ratio, in which case Prisa would pay a per share amount of cash equal to the difference between €2.00 and the twenty-day trailing average, subject to a maximum of €0.50 per Prisa Class B convertible non-voting share. The balance of the premium reserve in respect of the Prisa Class B convertible non-voting shares, if any, will be made available to pay the nominal value of the Prisa Class A ordinary shares to be issued in excess of the Prisa Class B convertible non-voting shares to be converted.
 
Prisa will not effect any reorganization, recapitalization, reclassification, stock split, reverse stock split or other similar changes in capitalization relating to the Prisa Class A ordinary shares unless an appropriate adjustment to the conversion rate is provided for.
 
In a liquidation of Prisa, the Prisa Class B convertible non-voting shares would be entitled to receive, on a preferential basis according to applicable law, their stated value per share, before any distribution is made to the holders of Prisa Class A ordinary shares. In the event that Prisa has, immediately prior to any liquidation, distributable profits or share premium reserves in respect of the Prisa Class B convertible non-voting shares, the holders of the Prisa Class B convertible non-voting shares would receive any unpaid minimum dividend, including any accumulated unpaid dividends from prior years, in respect of the prior and then current fiscal year.
 
The Prisa Class B convertible non-voting shares will be represented by Prisa ADS-NVs, with each Prisa ADS-NV representing 4 Prisa Class B convertible non-voting shares. The amended and restated bylaws of Prisa to be in effect when Prisa and Liberty complete the business combination, the Prisa Shareholder resolution establishing the class and the Spanish Companies Law will govern the rights of the Prisa Class B convertible non-voting shares of Prisa. A copy of an English translation of the proposed amended bylaws of Prisa is included in this proxy statement/prospectus as Annex J.


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Q. Why is Liberty proposing the business combination?
 
A. Liberty is a blank check company formed specifically as a vehicle for the acquisition of, or merger with, a business whose fair market value is equal to at least 80% of the assets of Liberty’s trust account in which a substantial portion of the proceeds of the IPO have been deposited (excluding deferred underwriting discounts and commissions) plus the proceeds of the co-investment required of Liberty’s sponsors in connection with a business combination, which Liberty has waived in connection with, and subject to completion of, the proposed business combination with Prisa. Liberty has been in search of a business combination partner since completing its IPO in December 2007. Liberty’s board of directors believes that Prisa presents a unique opportunity for Liberty because Prisa is an established company with leading market positions in several businesses and geographic markets, including audiovisual, publishing, newspapers and magazines and radio, a portfolio of premium brands, diversified revenue streams and robust growth potential in its existing markets and geographic markets in Latin America, the United States and other dynamical global markets, among other factors. As a result, Liberty’s board of directors believes that the business combination with Prisa will provide Liberty stockholders and warrantholders with an opportunity to acquire Prisa shares at an attractive valuation and to participate in a well-established company with significant growth potential.
 
Q. Why is Liberty proposing the reincorporation proposal?
 
A. Liberty is proposing the reincorporation proposal to approve the reincorporation of Liberty from Delaware to Virginia, by means of the merger of Liberty into Liberty Virginia. The reincorporation merger is the first step of the business combination and must be completed in order to effect the second step share exchange, insofar as the Delaware General Corporation Law does not contain a share exchange provision comparable to that contained in the Virginia Stock Corporation Act.
 
Q. Why is Liberty proposing the liquidation proposal?
 
A. Liberty’s IPO prospectus contemplates that, if within 90 days prior to December 12, 2010, Liberty seeks approval from its stockholders to consummate a business combination, the proxy statement related to such business combination will also seek stockholder approval for Liberty’s dissolution and its board’s recommended plan of distribution in the event Liberty’s stockholders do not approve such business combination or if such business combination is not consummated for other reasons. Therefore, if either (or both) the reincorporation proposal or the business combination proposal is not approved or Liberty does not otherwise consummate the business combination, Liberty will not be able to consummate a business combination on or before December 12, 2010 and is therefore seeking stockholder approval of Liberty’s dissolution and a plan of distribution, as is required by Liberty’s restated certificate of incorporation. Accordingly, Liberty will present the liquidation proposal for a vote at the special meeting to seek stockholder approval of its dissolution and the proposed plan of distribution in, or substantially in, the form of Annex O to this proxy statement/prospectus. Liberty’s board of directors unanimously recommends that you vote “FOR” the liquidation proposal. Liberty’s board of directors may abandon the liquidation proposal, notwithstanding approval of the liquidation proposal by Liberty’s stockholders, without further action by Liberty’s stockholders in accordance with Section 275 of the Delaware General Corporation Law. Liberty’s board of directors intends to abandon the liquidation proposal if the business combination is consummated.
 
It is important for you to note that in the event the liquidation proposal does not receive the necessary vote of Liberty’s stockholders to approve such proposal, Liberty will not be authorized to distribute the funds held in Liberty’s trust account to holders. Consequently, holders of a majority of Liberty’s outstanding common stock must approve Liberty’s dissolution in order to receive the funds held in its trust account. In the event Liberty does not obtain such approval, it will nonetheless continue to pursue stockholder approval for Liberty’s dissolution and a plan of distribution.
 
In addition to the amounts held in Liberty’s trust account, as of June 30, 2010 there was approximately $7.3 million in current assets, subject to outstanding current liabilities of approximately $5.9 million as of that date. Liberty’s net assets would be available to be distributed on a pro rata basis to its holders of common stock if the liquidation proposal is approved. Liberty expects, however, that after giving effect to


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additional expenses accrued and to be accrued through the liquidation date, no additional amounts would be available for distribution to its common stockholders in liquidation. If the business combination is not completed and the liquidation proposal is approved by Liberty’s stockholders, Liberty expects that Liberty stockholders will receive approximately $9.87 per share upon liquidation of Liberty.
 
Q. What vote is required to approve the warrant amendment proposal to be presented at the special meeting of warrantholders?
 
A. Approval of the warrant amendment proposal requires the written consent of the registered holders of at least a majority of Liberty’s warrants issued and outstanding as of the record date. As of the record date, Liberty’s sponsors beneficially owned an aggregate of approximately 32.3% of the outstanding warrants of Liberty. Under a sponsor support agreement entered into among Liberty’s sponsors and Prisa in connection with the execution of the business combination agreement, Liberty’s sponsors have agreed, with respect all of their warrants, to consent to the warrant amendment proposal.
 
Under the sponsor surrender agreement, Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants and a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration. As a result, those warrants (approximately 24.8 million) will not participate in the warrant exchange. However, those warrants will be outstanding on the record date for the special meeting of Liberty warrantholders and the sponsors will be entitled to vote those warrants on the warrant amendment proposal.
 
Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the warrant amendment proposal.
 
Q. If the warrant amendment proposal is approved, but I don’t vote “FOR” it, will the proposed amendments be binding on me and will my warrants be subject to the warrant exchange?
 
A. Yes. If the warrant amendment proposal is approved, assuming the business combination is consummated, the proposed amendments to the warrant agreement will be binding on all warrantholders, and all of your warrants will be automatically exchanged in the warrant exchange, whether or not you voted “FOR” the warrant amendment proposal.
 
Q. What vote is required to approve the proposals to be presented at the special meeting of stockholders?
 
A. The approval and adoption of each of the reincorporation proposal, the business combination proposal and the liquidation proposal requires the affirmative vote of at least a majority of the shares of Liberty common stock outstanding as of the record date. In addition, each Liberty stockholder who holds shares of common stock issued in Liberty’s IPO (including all publicly-traded shares, whether such shares were acquired in the IPO or afterwards) and votes all of its shares “AGAINST” the business combination proposal has the right to elect that Liberty redeem such stockholder’s shares, which shares as to which a valid election is made are referred to as the redemption election shares, for cash equal to a pro rata portion of the trust account, including interest, in which a substantial portion of the proceeds of Liberty’s IPO have been deposited. The business combination will not be completed if the holders of 31,050,000 or more shares of common stock issued in Liberty’s IPO, an amount equal to 30% or more of such shares, vote their shares against the business combination proposal and validly exercise their redemption rights, regardless of whether at least a majority of the outstanding shares of Liberty common stock vote in favor of the business combination proposal.
 
The approval of the stockholder adjournment proposal requires the affirmative vote of at least a majority of the shares of Liberty common stock represented in person or by proxy and entitled to vote on the proposal at the special meeting of stockholders.
 
Abstentions will have the same effect as a vote “AGAINST” the reincorporation proposal, the business combination proposal, the liquidation proposal and the stockholder adjournment proposal. A broker non-vote will have the effect of a vote “AGAINST” the reincorporation proposal, the business combination


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proposal and the liquidation proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the stockholder adjournment proposal.
 
Q. What are the interests of Liberty’s directors and executive officer in the business combination?
 
A. When you consider the recommendation of Liberty’s board of directors to vote in favor of the approval of the reincorporation proposal, the business combination proposal and the warrant amendment proposal, you should keep in mind that Liberty’s directors and executive officer have interests in the business combination that are different from, or in addition to, your interests as a stockholder and/or warrantholder. These interests include:
 
• Liberty’s restated certificate of incorporation provides that in the event a letter of intent, an agreement in principle or a definitive agreement to consummate a business combination has been executed but no business combination is consummated by December 12, 2010, Liberty is required to begin the dissolution process provided for in Liberty’s restated certificate of incorporation. In the event of a dissolution,
 
• the 25,875,000 shares included as part of the founders’ units that Liberty’s founders purchased prior to Liberty’s IPO for an aggregate purchase price of approximately $25,000 would become worthless, as the Liberty founders have waived any right to receive liquidation distributions with respect to their shares. Such shares had an aggregate market value of approximately $[ • ] million, based upon the closing price of $[ • ] on the NYSE Amex on          , 2010, the record date for the special meeting of stockholders.
 
• all of (i) the 12,000,000 sponsors’ warrants purchased by Liberty’s sponsors at a price of $1.00 per warrant for an aggregate purchase price of $12,000,000 and (ii) the 12,937,500 founders’ warrants included as part of the founders’ units that Liberty’s founders (which includes the sponsors) purchased prior to Liberty’s IPO would expire and become worthless. Such warrants had an aggregate market value of approximately $[ • ] million, based upon the closing price of the Liberty warrants of $[ • ] on the NYSE Amex on          , 2010, the record date for the special meeting of warrantholders.
 
• Prisa expects that Mr. Martin Franklin and Mr. Nicolas Berggruen will join Prisa’s board of directors in connection with the business combination.
 
• Mr. Nicolas Berggruen and Mr. Martin Franklin, each of whom controls one of Liberty’s sponsors and is a member of Liberty’s board of directors, have agreed that, if Liberty dissolves prior to the consummation of a business combination, they will personally jointly and severally indemnify Liberty for any and all loss, liability, claim, damage and expense which it may become subject to as a result of a claim by any vendor, prospective target business or other entity that is owed money by Liberty for services rendered or products sold to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds held in Liberty’s trust account. Based on Liberty’s estimated debts and obligations, Liberty does not currently expect that Messrs. Berggruen and Franklin will have any exposure under this arrangement in the event of a dissolution.
 
• Mr. Nicolas Berggruen and Mr. Martin Franklin have agreed that they will personally, jointly and severally indemnify Prisa for any and all loss, liability, obligation, damage, cost, expense, fine or penalty, interest, tax, assessment, judgment or deficiency of any nature whatsoever (which we refer to collectively as damages) which Prisa may become subject to as a result of or in connection with the business combination regardless of whether the damages arise at, before or after the closing and are based on circumstances existing on or before the closing related to any liabilities of Liberty, excluding claims arising from, as a result of or in connection with Liberty entering into the business combination. Messrs. Berggruen’s and Franklin’s indemnification obligations are subject to certain thresholds for individual claims, a deductible and a limit on their total liability, and they are limited to claims for indemnification made by Prisa prior to March 5, 2015.
 
• Each of the sponsors has agreed to purchase $25 million of shares of Series A preferred stock of Liberty, as part of the sales of preferred stock to be effected by Liberty to provide funds that may be used to make the required payments to those Liberty stockholders who elect to receive the $10.00 per


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share cash alternative in the business combination. If the business combination is consummated, the sponsors will receive a combination of cash and Prisa shares on account of their shares of Liberty Series A preferred stock, depending upon the total number of holders of Liberty common stock who elect the $10.00 per share cash alternative or validly exercise their redemption rights. If the business combination is not consummated, Liberty will be required to redeem the shares of Liberty Series A preferred stock purchased by the sponsors for the amount of the original purchase price.
 
Q. How will Liberty’s founders vote?
 
A. Liberty’s founders purchased shares of Liberty common stock prior to Liberty’s IPO, and beneficially own an aggregate of 20% of the outstanding shares of Liberty common stock as of the date of this proxy statement/prospectus. Each of the founders has agreed with Liberty and the underwriters of Liberty’s IPO (i) to vote all of these shares which were acquired prior to the IPO in accordance with the vote of the majority in interest of all other Liberty stockholders voted at the stockholders meeting on the business combination proposal and (ii) that if he or it acquires shares of Liberty common stock in or following Liberty’s IPO, he or it will vote all such acquired shares in favor of the business combination proposal. In addition, Liberty’s sponsors own an aggregate of 32.3% of the Liberty warrants outstanding as of the date of this proxy statement/prospectus and, pursuant to a sponsor support agreement entered into among Liberty’s sponsors and Prisa in connection with the execution of the business combination agreement, have agreed, in respect of all of their warrants, to consent to the warrant agreement amendment. As of the date of this proxy statement/prospectus, none of the founders have acquired any shares or warrants since the date of Liberty’s IPO.
 
Under the sponsor surrender agreement, Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants and a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration. The exact number of shares to be sold by Liberty’s sponsors will be determined based upon the number of shares of Liberty common stock as to which the holders elect to receive the $10.00 per share cash alternative or exercise the redemption rights provided for in Liberty’s restated certificate of incorporation. As a result, those warrants and shares will not participate in the warrant exchange or the share exchange. These warrants and shares will be outstanding on the record date for the special meetings of Liberty’s warrantholders and stockholders and the sponsors will be entitled to vote those warrants and shares on the warrant amendment proposal, the reincorporation proposal, the business combination proposal, the liquidation proposal and the stockholder adjournment proposal, as applicable. Liberty’s sponsors’ obligation to sell the shares to Liberty will automatically terminate if the business combination agreement is terminated without the business combination having been consummated.
 
In addition, each of Liberty’s founders has advised Liberty that he or it intends to vote all of his or its Liberty common stock in favor of the reincorporation proposal and the stockholder adjournment proposal.
 
All of the founders have agreed with Liberty and the underwriters of Liberty’s IPO to vote all of their shares of Liberty common stock in favor of the liquidation proposal.
 
Q. Do I have redemption rights in connection with the business combination?
 
A. If on the record date for the Liberty stockholder meeting you hold shares of common stock issued in Liberty’s IPO (which include all publicly-traded shares, whether such shares were acquired pursuant to such IPO or afterwards), then you have the right to vote against the business combination proposal and, by complying with the requirements described in this proxy statement/prospectus, to validly exercise your right to require Liberty to redeem your shares of common stock if the business combination is completed, for a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s IPO are held. We refer to these rights to vote against the business combination proposal and to require the redemption of your shares for a pro rata portion of the trust account in this proxy statement/prospectus as redemption rights.
 
The Liberty warrants do not have any redemption rights in connection with the proposed business combination.


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Q. How does the $10.00 per share cash alternative affect my right to redeem my shares of Liberty common stock? Why should I elect the $10.00 per share cash alternative instead of exercising my redemption rights?
 
A. It does not. Holders of shares of Liberty common stock issued in Liberty’s IPO continue to have the right to vote against the business combination proposal and to redeem their shares for a pro rata portion of Liberty’s trust account. However, if the business combination is completed and you exercised redemption rights with respect to your shares, you will receive approximately $9.87 in respect of each share of Liberty Virginia common stock you held, whereas if you had elected the $10.00 per share cash alternative, you would have received $10.00 in respect of each share of Liberty Virginia common stock you held in the share exchange for which you made a cash election. If you wish to exercise your redemption rights, you must do so with respect to all of your shares of Liberty common stock, whereas you may make a cash election with respect to any or all of your shares of Liberty common stock. Cash owed to Liberty Virginia stockholders in respect of shares validly redeemed and in respect of shares for which a valid election for the $10.00 per share cash alternative was made will be paid at the same time and on the same terms to Liberty Virginia stockholders. Prisa and Liberty are not aware of any benefit to holders of Liberty common stock who exercise redemption rights with respect to their shares instead of electing to receive the $10.00 per share cash alternative with respect to those shares.
 
The Liberty board was aware that the $10.00 cash alternative feature of the proposed business combination may have the effect of creating an economic incentive for those stockholders who might otherwise demand redemption for approximately $9.87 per share, or seek Liberty’s liquidation and receive approximately $9.87 per share, to instead elect to receive the $10.00 per share cash alternative in the business combination, and of the sponsors’ belief that stockholders making this election would be more likely to vote for the business combination.
 
Q. What happens if I vote my shares against the business combination proposal and exercise my redemption rights?
 
A. Prisa and Liberty will not complete the business combination if the holders of 31,050,000 or more shares of common stock issued in Liberty’s IPO, an amount equal to 30% or more of such shares, vote their shares against the business combination proposal and validly exercise their redemption rights, regardless of whether at least a majority of the outstanding shares of Liberty common stock vote in favor of the business combination proposal. If Prisa and Liberty do not complete the business combination, then your shares will not be redeemed for cash in connection with the business combination, even if you validly exercised your redemption rights.
 
If you vote your shares against the business combination proposal, validly exercise your redemption rights and Prisa and Liberty complete the business combination, your shares will be redeemed and you will be entitled to receive cash for such shares as described below.
 
Q. What happens if I vote my shares against the business combination proposal and do not exercise my redemption rights or elect the $10.00 per share cash alternative?
 
A. If Prisa and Liberty complete the business combination, and if you are a stockholder and do not validly exercise your redemption rights or elect the $10.00 per share cash alternative, your Liberty shares will be exchanged for the right to receive the mixed consideration in the business combination, regardless of how or whether you voted on the business combination proposal.
 
Q. What happens if holders of more than 80 million shares of Liberty common stock make valid elections for the $10.00 per share cash alternative or exercise redemption rights?
 
A. Prisa will not be required to complete the business combination and each of Prisa and Liberty has the right to terminate the business combination agreement if holders of Liberty common stock elect to receive the $10.00 per share cash alternative or exercise the redemption rights provided for in Liberty’s restated certificate of incorporation for a total of more than 80 million shares of Liberty common stock. The Liberty sponsors have indicated that they will not elect to receive the $10.00 per share cash alternative with respect to any of the shares of Liberty common stock that they hold.


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Q. If I have redemption rights, how do I exercise them and what will I receive?
 
A. If you are a stockholder of record on the record date for the special meeting of Liberty stockholders and wish to exercise your redemption rights, you must, with respect to all of your shares: (i) vote against the business combination proposal, (ii) give (and not subsequently withdraw) written notice to Liberty of your election to require Liberty to redeem your shares for cash by marking the appropriate box on your proxy card or delivering the required notice to Liberty at its executive offices and (iii) tender your shares of Liberty common stock in the manner provided below, no later than immediately prior to the vote on the business combination proposal at the special meeting of stockholders (or any adjournment or postponement of the meeting). If you validly exercise your redemption rights and Prisa and Liberty complete the business combination then (1) you will be entitled to receive a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s IPO are held, including any interest earned thereon through the date that is two days prior to the date of completion of the business combination and (2) you will be exchanging your shares for cash and will no longer own these shares. However, if you elect to have your shares redeemed and you own Liberty warrants, you will still participate in the warrant exchange with respect to any warrants you hold if Prisa and Liberty complete the business combination.
 
Based on the amount of cash held in the trust account as of June 30, 2010, without taking into account any interest accrued after that date, you will be entitled to elect to have each share that you hold redeemed for approximately $9.87 per share. In order to validly exercise your redemption rights, you must make the election with respect to all of your shares. If you validly exercise your redemption rights, you will be entitled to receive the redemption payment only if Prisa and Liberty complete the business combination. If Prisa and Liberty do not complete the business combination, then no shares will be redeemed for cash at this time. Liberty will have sufficient funds in the trust account to pay the redemption price for the redemption election shares, even if it must redeem up to 30% of the shares of common stock issued in Liberty’s IPO.
 
Prisa and Liberty will not complete the business combination if the holders of 31,050,000 or more shares of common stock issued in Liberty’s IPO, an amount equal to 30% or more of such shares, vote their shares against the business combination proposal and validly exercise their redemption rights, regardless of whether at least a majority of the outstanding shares of Liberty common stock vote in favor of the business combination proposal. If Prisa and Liberty do not complete the business combination, then your shares will not be redeemed for cash at this time, even if you have validly exercised your redemption rights.
 
You will be required, whether you are a record holder or hold your shares in “street name” through your broker, either to tender certificates representing your shares to Liberty’s transfer agent at any time before the vote on the business combination proposal or to deliver your shares to Liberty’s transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at your option. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 per position, and the broker may or may not pass this cost on to you.
 
As the certificate delivery process can be accomplished by you, whether or not you are a record holder or your shares are held in “street name,” generally within a day by simply contacting the transfer agent (if you are the record holder) or your broker and requesting delivery of your shares through the DWAC System, we believe this time period is sufficient for an average investor.
 
Any valid exercise of redemption rights, once made, may be withdrawn at any time up to immediately prior to the vote on the business combination proposal at the special meeting of Liberty stockholders (or any adjournment or postponement thereof). Furthermore, if you deliver a stock certificate for redemption and subsequently decide prior to the vote on the business combination proposal at the special meeting not to elect redemption, you may simply request that the transfer agent return the shares (in certificated form or electronically) to you.


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Please note, however, that once the vote on the business combination proposal is taken at the special meeting of Liberty stockholders, you may not withdraw your request for redemption and request the return of your stock (either in certificated form or electronically). If Prisa and Liberty do not complete the business combination, Liberty will promptly return your tendered shares to you.
 
Q. What if I object to the proposed business combination? Do I have appraisal or dissenters’ rights?
 
A. No appraisal or dissenters’ rights are available for the stockholders or warrantholders of Liberty in connection with the proposals described in this proxy statement/prospectus.
 
Q. What happens to the funds deposited in the trust account after consummation of the business combination?
 
A. Upon consummation of the business combination, any funds remaining in the trust account after payment of Liberty’s transaction fees and expenses, the cash portions of the warrant consideration and the mixed consideration, deferred underwriting discounts and commissions and up to $300 million to fund the cash payable to stockholders that validly exercised their redemption rights or elected the $10.00 per share cash alternative, will be delivered by the trustee to Liberty Virginia, which upon the share exchange will be a wholly owned subsidiary of Prisa, and available for use by Prisa as described in this proxy statement/prospectus.
 
Q. What happens if the business combination agreement is terminated or the business combination with Prisa is otherwise abandoned?
 
A. If the business combination agreement is terminated or the proposed business combination is otherwise abandoned, depending on timing of the termination or abandonment, Liberty will redeem all of the shares of Liberty preferred stock for an amount equal to the purchase price paid for such shares plus all interest accrued on the funds in the preferred shares escrow account and continue to search for a business combination. However, Liberty will begin the dissolution process provided for in Liberty’s restated certificate of incorporation if it does not consummate a business combination by December 12, 2010. Specifically, Liberty’s restated certificate of incorporation provides that in the event a letter of intent, an agreement in principle or a definitive agreement to consummate a business combination has been executed but no business combination is consummated by December 12, 2010, Liberty is required to begin the dissolution process provided for in Liberty’s restated certificate of incorporation. If Liberty is unable to conclude a business combination and is dissolved and it expends all of the net proceeds of its IPO, other than the proceeds deposited in the trust account (taking into account interest earned on the trust account through June 30, 2010 net of income taxes payable on interest earned on the trust account and net of $10.35 million in interest income on the trust account balance released through such date to Liberty to fund working capital requirements), the per-share liquidation price would be approximately $9.87. However, the actual per-share liquidation price could be less than $9.87 if the amount in the trust account is reduced below $1,021,545,000 as a result of successful third party claims against the trust account and/or income taxes payable on the interest income of the trust account. As of June 30, 2010, the trust account balance was approximately $1,022 million, Liberty had an income tax receivable of approximately $328,000 and the total billed and unbilled fees owed to Liberty’s independent registered public accounting firm were approximately $1,000. As of the date hereof, Liberty is not aware of any third party claims against the trust account. Furthermore, the outstanding warrants are not entitled to participate in a liquidating distribution, and the warrants would therefore expire and become worthless if Liberty dissolves and liquidates before completing a business combination.
 
Q. When do you expect Liberty and Prisa to complete the proposed business combination?
 
A. Liberty and Prisa expect to complete the proposed business combination as promptly as practicable following the special meetings of Liberty warrantholders and Liberty stockholders scheduled to be held on
          , 2010 and the Prisa shareholders’ meeting scheduled to be held on          , 2010. However, Liberty or Prisa may terminate the business combination agreement in certain circumstances even if warrantholders previously have approved the warrant amendment proposal or stockholders previously have approved the business combination proposal. The business combination may not be effected legally absent approval by the Prisa shareholders of the amendments to Prisa’s bylaws (described elsewhere in this proxy


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statement/prospectus) providing for the capital increase in-kind necessary for effecting the business combination and establishing the rights of the Prisa Class B convertible non-voting shares; therefore, receipt of Prisa shareholder approval is a condition to both Prisa’s and Liberty’s obligations under the business combination agreement to complete the business combination.
 
Q. Are Liberty’s sponsors completing their co-investment obligations?
 
A. No. At Prisa’s request, subject to the consummation of the business combination, Liberty has waived the co-investment obligations of Liberty’s sponsors, so as to reduce the potential dilution to Prisa’s shareholders upon the consummation of the business combination. If the co-investment obligations were to be completed, Liberty’s sponsors would be required to purchase a total of six million Liberty units, consisting of six million shares of Liberty common stock and three million Liberty warrants on the same terms as the warrants sold to the public in the IPO, which shares and warrants would be exchanged in the business combination for cash and a total of 10.35 million Prisa Class A ordinary shares and 18 million Prisa Class B convertible non-voting shares. In order to avoid the dilution to Prisa’s shareholders that would arise from the issuance of those additional shares in the business combination, and because the proposed business combination with Prisa does not require the additional equity capital that would be provided by the co-investment, the waiver of the sponsors’ co-investment obligations was provided at Prisa’s request.
 
Liberty’s IPO prospectus stated that the proceeds from the sale of the co-investment units would provide Liberty with additional equity capital to fund a business combination, and stated Liberty’s belief that the co-investment demonstrated the sponsors’ commitment of significant capital on the same terms as Liberty’s public stockholders, which helps differentiate Liberty’s sponsors from the sponsors of other similar blank check companies. In the proposed business combination with Prisa, since the maximum number of Prisa securities that could be issued was a constant, the mixed consideration would have to have been changed to increase the cash component and decrease the securities component if the co-investment had been made. In addition, the Liberty sponsors have agreed to purchase $50 million of Liberty’s preferred stock, which, to the extent that holders of Liberty common stock exercise their redemption rights or elect to receive the $10.00 cash alternative in the business combination, would be exchanged in the business combination for Prisa securities through a mechanism resulting in less dilution to Liberty’s public stockholders than the resulting dilution if the co-investment were to have been required. Liberty’s independent directors determined, in the exercise of their fiduciary duties, that the waiver of the co-investment was more beneficial to Liberty’s public stockholders than requiring the co-investment. The IPO prospectus was silent on the consequences of a waiver of the co-investment obligation by Liberty. Therefore, Liberty’s board of directors believes that the waiver of the sponsor’s co-investment obligation is not inconsistent with the disclosure contained in the IPO prospectus. In addition, Liberty has obtained an opinion from its special Delaware counsel, which opinion is to be issued prior to the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, that while the matter has not been settled as a matter of Delaware law and, accordingly, is not entirely free of doubt, the waiver of the co-investment does not require an amendment to Liberty’s restated certificate of incorporation. Notwithstanding Liberty’s board’s belief, however, it is possible that stockholders of Liberty who purchased their shares in Liberty’s IPO and who have not exercised their redemption rights could attempt to bring claims against Liberty on the basis of the waiver of the sponsors’ co-investment obligations. Even if you do not pursue such claims, others may do so. Liberty and Prisa cannot predict whether stockholders will bring such claims or whether such claims would be successful.
 
Q. Will Liberty’s founders be subject to any transfer restrictions on Prisa shares received in the business combination?
 
A. Yes. Although the representatives for the underwriters of Liberty’s IPO have agreed, effective upon the consummation of the business combination, to release Liberty’s founders from the transfer restrictions that the founders agreed to in connection with the IPO, Liberty’s founders have committed, subject to certain exceptions, that they will not, without the prior written consent of Liberty, sell, assign, transfer, pledge or otherwise dispose any of their Prisa ADSs or shares received in the business combination in exchange for


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their Liberty common stock owned prior to Liberty’s initial public offering until the date that is one year from the date of the consummation of the business combination.
 
In addition, Liberty’s sponsors are expected to be affiliates of Prisa following the consummation of the business combination, and for so long as they remain affiliates would thus be subject to volume limitations on the public resale of the Prisa shares they receive in the business combination in order to sell in reliance on Rule 145 promulgated under the Securities Act of 1933.
 
Q. Does the structure of the proposed business combination differ from the disclosure contained in Liberty’s IPO prospectus?
 
A. The terms of the proposed business combination differ from the terms of a potential business combination described in Liberty’s IPO prospectus in a number of respects, including the following:
 
• Liberty’s IPO prospectus disclosed that Liberty “will only seek to acquire greater than 50% of the outstanding equity interests or voting power of one or more target businesses.” However, in the proposed business combination, Liberty itself is not acquiring anything, but rather its stockholders are exchanging their shares of Liberty common stock for a majority of the outstanding equity interests in the target business.
 
• Liberty’s IPO prospectus did not disclose or contemplate that the terms of a future business combination would include a cash election in an amount greater than the redemption value of the Liberty common stock. The cash election may have the effect of significantly reducing or eliminating the possibility that stockholders who do not wish to receive Prisa securities in the business combination will vote against the business combination, in which event they would risk receiving only the estimated $9.87 per share liquidation value for their shares if the proposed business combination is not approved and they made the cash election, rather than the $10.00 per share cash election amount they would receive if the proposed business combination is approved and consummated.
 
• Liberty’s IPO prospectus, which related to the sale of units consisting of common stock and warrants, disclosed that any proposed business combination would require the approval of the holders of Liberty common stock and did not mention that a business combination may require the approval of other persons, including warrantholders. However, the proposed business combination requires the approval of both the holders of Liberty common stock and the Liberty warrantholders since approval of the warrant agreement amendment is a condition to the consummation of the business combination.
 
• Liberty’s IPO prospectus did not disclose or contemplate that the waiver of the obligations of the sponsors to consummate a $60 million co-investment might be a condition to a proposed business combination.
 
  It is possible that Liberty’s stockholders could attempt to bring claims against Liberty on the basis that some aspects of the business combination, such as those listed above, are inconsistent with the disclosure contained in Liberty’s IPO prospectus.
 
Q. Did Liberty’s board of directors make a determination as to the value of Prisa?
 
A. While Liberty’s board of directors did not identify a specific value for Prisa, based upon reported Prisa financial statements and the price of Prisa shares at the time of execution of the business combination agreement, Liberty’s board of directors determined the enterprise value of Prisa prior to the contemplated business combination to be approximately $8 billion, which satisfies the test for a permissible business combination under Liberty’s restated certificate of incorporation.
 
Q. Did Liberty’s board of directors obtain a fairness opinion in connection with its approval of the business combination agreement?
 
A. No. Liberty’s board of directors determined not to obtain a fairness opinion for the following reasons: (i) the board of directors’ internal ability to value Prisa against publicly traded companies that it viewed as comparable to Prisa and other market index measures; (ii) the board of directors’ general exercise of its business judgment; and (iii) the board of directors’ knowledge that the value of the proposed business combination to Liberty stockholders would be tested by the market and factors that Liberty’s public


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stockholders deem relevant, and that stockholders holding 30% of Liberty’s publicly held shares could effectively veto the proposed business combination by validly exercising their redemption rights.
 
Q. What do I need to do now?
 
A. Liberty and Prisa urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the business combination proposal will affect you as a Liberty stockholder and/or how the warrant amendment proposal will affect you as a Liberty warrantholder. YOU SHOULD CAREFULLY CONSIDER THOSE FACTORS DESCRIBED IN “RISK FACTORS.” You should then vote/consent as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card(s) or, if you hold your shares or warrants through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee and submit your form of election and follow the instructions provided therein. If you do not submit a form of election and do not validly exercise your redemption rights, your shares will be considered “non-electing” shares, and will be exchanged for the right to receive the mixed consideration upon the consummation of the business combination.
 
Q. How do I vote?
 
A. If you were a holder of record of Liberty common stock or warrants on the record date, you may vote/consent with respect to the applicable proposals in person at the special meeting of stockholders or the special meeting of warrantholders, as the case may be, or by submitting a proxy. You may submit your proxy by signing, dating and returning the enclosed proxy card(s) in the pre-addressed postage paid envelope. In addition to voting by submitting your proxy card by mail, many stockholders and warrantholders who hold their shares or warrants through a broker, bank or other nominee will have the option to submit their proxy cards or voting instruction cards electronically through the Internet. If you hold your shares or warrants through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded by your broker, bank or other nominee of record to see which options are available. If you hold your shares or warrants in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares and/or warrants, or if you wish to attend the special meeting of stockholders or the special meeting of warrantholders and vote/consent in person, you must obtain a “Legal Proxy” from your broker or bank. Your vote, or your giving of a proxy to vote, in favor of the warrant amendment proposal will be deemed to be your written consent to the proposed amendments to the warrant agreement.
 
Q. Do I need to attend the special meeting of stockholders to vote my shares or the special meeting of warrantholders to vote my warrants?
 
A. No. You are invited to attend the applicable special meeting(s) to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares or the special meeting of warrantholders to vote your warrants. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage paid envelope. Your vote is important. Liberty encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.
 
Q. If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?
 
A. Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please complete and sign the applicable proxy card. Then return the proxy card in the return envelope provided as soon as possible, so that your shares may be represented at the special meeting.
 
Q. If I am also a warrantholder and I am not going to attend the special meeting of warrantholders in person, should I participate in the warrant amendment?
 
A. Yes. An abstention, since it is not an affirmative vote in favor of the warrant amendment proposal, will have the same effect as a vote against the warrant amendment proposal. After carefully reading and considering the information contained in this proxy statement/prospectus, please complete and sign the


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applicable proxy card. Then return the proxy card in the return envelope provided as soon as possible, so that your warrants may be represented at the special meeting.
 
Q. What do I do if I want to change my vote?
 
A. If you wish to change your vote, please send a later-dated, signed proxy card to D.F. King & Co., Inc. at 48 Wall Street, New York, NY, 10005 prior to the vote at the special meeting of stockholders or warrantholders, as applicable, or attend such special meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to D.F. King & Co., Inc., provided such revocation is received prior to the vote at the applicable special meeting. If your shares or warrants are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.
 
Q. If my shares or warrants are held in “street name” by my broker, will my broker vote my shares or warrants for me if I don’t provide instructions?
 
A. No. If your broker holds your shares or warrants in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on the reincorporation proposal, the business combination proposal, the liquidation proposal or the stockholder adjournment proposal or your warrants on the warrant amendment proposal. If you do not give your broker voting instructions and the broker does not vote your shares or warrants, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of Liberty stockholders, and will have the same effect as a vote “AGAINST” the reincorporation proposal, the business combination proposal and the liquidation proposal and a vote “AGAINST” the warrant amendment proposal, but will not be counted towards the vote total for the stockholder adjournment proposal. However, in no event will a “broker non-vote” that has the effect of voting against the business combination proposal also have the effect of exercising your redemption rights for a pro rata portion of the trust account, and therefore no shares as to which a “broker non-vote” occurs will be redeemed in connection with the proposed business combination.
 
Q. What is the quorum requirement for the special meeting of Liberty stockholders?
 
A. A quorum of stockholders is necessary to hold a valid meeting of Liberty stockholders at which action can be taken. A quorum will be present if at least a majority of the outstanding shares of Liberty common stock are represented by stockholders present at the meeting in person or by proxy. On the record date for the special meeting of Liberty stockholders, there were 129,375,000 shares of Liberty common stock outstanding and entitled to vote.
 
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of Liberty stockholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present at the special meeting or by proxy, or the presiding officer of the special meeting of stockholders, may authorize adjournment of the special meeting to another date, subject to the written consent of Prisa.
 
Q. What happens to Liberty warrants I hold if I vote my Liberty shares against approval of the business combination proposal and validly exercise my redemption rights?
 
A. Properly exercising your redemption rights as a Liberty stockholder does not result in either a vote “FOR” or “AGAINST” the warrant amendment proposal. If Prisa and Liberty complete the business combination, all of your warrants will be exchanged for cash and Prisa ADSs as described above and you will no longer hold any warrants. If Prisa and Liberty do not complete the business combination, the warrant amendment proposal will not be effected and you will continue to hold your warrants.
 
Q. What happens if the reincorporation proposal, business combination proposal or warrant amendment proposal does not receive the necessary votes/consents for approval?
 
A. If the warrant amendment proposal does not receive the necessary votes/consents for approval, then Liberty may adjourn or postpone the warrantholder meeting to permit further solicitation and vote of proxies; however, under the business combination agreement Liberty may adjourn or postpone the meeting


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only with Prisa’s written consent. If the warrant amendment proposal is adopted but either the reincorporation proposal or the business combination proposal does not receive the necessary votes for approval, then the stockholder adjournment proposal will be presented at the special meeting for approval, and if such proposal is approved the special meeting may be adjourned or postponed to a later date or dates to permit further solicitation and vote of proxies; however, as with the meeting of Liberty warrantholders, Liberty may adjourn or postpone the stockholder meeting only with Prisa’s written consent. If, after any such adjournments or postponements, any of the warrant amendment proposal, the reincorporation proposal or the business combination proposal is not approved, then the business combination will not be consummated and Liberty will be required to redeem all of the shares of Liberty preferred stock for an amount equal to the purchase price paid for such shares plus all interest accrued on the funds in the preferred shares escrow account. In addition, Liberty will present the liquidation proposal for a vote at the special meeting to seek stockholder approval of Liberty’s dissolution and the proposed plan of distribution.
 
Q. How is this proxy solicitation being conducted and who is paying for it?
 
A. Liberty will pay its costs for preparing and assembling these proxy materials, and Prisa has agreed in the business combination agreement to pay for the costs of printing and mailing this proxy statement/prospectus. In addition to Liberty’s mailing out proxy materials, Liberty’s directors and officers may solicit proxies in person, by telephone or fax, each without receiving any additional compensation for his services. Liberty has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of its common stock and warrants. Liberty has engaged D.F. King & Co., Inc. to solicit proxies for the special meetings. Liberty is paying its proxy solicitor approximately $25,000 for solicitation services, which amount includes a $20,000 fixed solicitation fee and a per call fee estimated in the aggregate to be approximately $5,000. Citigroup Global Markets, Inc., or Citigroup, and Barclays Capital Inc., or Barclays, may also solicit proxies on Liberty’s behalf for no additional consideration. Citibank, N.A., an affiliate of Citigroup, has agreed to act as depositary bank for the Prisa ADSs.
 
Q. Must I pay an exercise price in connection with the warrant exchange?
 
A. No. Warrantholders will not be required to pay an exercise price in connection with the warrant exchange or otherwise in connection with the warrant amendment proposal.
 
Q. How will I receive my Prisa ADSs issued in connection with the business combination?
 
A. Promptly following the completion of the business combination, the exchange agent to be retained by Prisa will provide you with instructions regarding the surrender of your Liberty shares (if you have not already surrendered them in connection with your submission of a form of election) and warrants. You should then follow the instructions provided by the exchange agent.
 
Q. Will U.S. taxpayers be taxed on the Prisa ADSs and cash received in the business combination?
 
A. In general, a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) whose (i) shares of Liberty common stock are exchanged in the business combination for cash, and, if applicable, Prisa ADS-As and Prisa ADS-NVs representing ordinary shares and convertible non-voting shares, respectively, and (ii) Liberty warrants are exchanged in the business combination for cash and Prisa ADS-As , should recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the cash, and, if applicable, the fair market value of the Prisa ADSs on the date of the exchange received with respect to such Liberty common stock or warrants and the U.S. holder’s adjusted tax basis in such Liberty common stock or warrants. U.S. holders who are Qualifying Shareholders (as defined in “Material Spanish Tax Considerations”) should not be subject to the imposition of Spanish tax, including value added tax, as a result of the reincorporation merger, the share exchange or the receipt by such Qualifying Shareholders of Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares.
 
For more information, please see “Material U.S. Federal Income Tax Consequences” and “Material Spanish Tax Considerations.”
 
We urge you to contact your own tax advisor to determine the particular tax consequences to you as a result of the business combination.


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Q. Who can help answer my questions?
 
A. If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus, the form of election or the proxy cards you should contact Liberty’s proxy solicitor:
 
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Stockholders and warrantholders call toll-free: (800) 659-6590
Banks and brokers call collect: (212) 269-5550
 
You may also contact Liberty at:
 
Liberty Acquisition Holdings Corp.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036
Attn: Secretary
Tel: (212) 280-2230
 
You may also obtain additional information about Liberty from documents filed with the SEC, by following the instructions in “Where You Can Find More Information.”
 
If you intend to vote against the business combination proposal and exercise your redemption rights, you will need to deliver your stock (either in certificated form or electronically) to Liberty’s transfer agent prior to the vote on the business combination proposal at the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:
 
Mark Zimkind
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Tel: (212) 845-3287
Fax: (212) 616-7616
 


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SUMMARY
 
The following summary highlights material information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. You are urged to read carefully this entire proxy statement/prospectus (including the annexes) and other documents which are referred to in this proxy statement/prospectus in order to fully understand the transaction. See “Where You Can Find More Information” beginning on page [ • ]. Most items in this summary include a page reference directing you to a more complete description of those items. The basis of presentation of financial information of Prisa in this proxy statement/prospectus is under IFRS as issued by IASB, while the basis of presentation of financial information of Liberty is under U.S. GAAP.
 
The Companies
 
Prisa (see page [ • ])
 
Promotora de Informaciones, S.A., which operates under the commercial name “Prisa,” was incorporated in the city of Madrid on January 18, 1972. Prisa is the leading multimedia group in Spain and Portugal and believes it is one of the leading multimedia groups in the Spanish-speaking world. Prisa operates in more than 20 countries, including Brazil, Mexico and Argentina as well as many other Latin American countries and the United States, with almost 15,000 employees worldwide. Prisa shares are listed on four Spanish stock exchanges (Madrid, Barcelona, Bilbao and Valencia) and have been traded through the Spanish stock market interconnection system since June 2000.
 
Prisa’s principal business operations are:
 
  •  Audiovisual, which includes pay television, free-to-air television and television and film production;
 
  •  Education, which includes the publishing and sale of general books, educational material and training materials;
 
  •  Radio, which includes the sale of advertising on Prisa’s networks; and
 
  •  Press, which includes the publishing of newspapers and magazines and the sale of advertising in such publications.
 
Prisa operates a digital platform that provides services and support to each of the principal business operations discussed above. Prisa also sells media advertising and promotes and produces musical events. Prisa is the leader in Spain, and believes it is one of the leaders in the Spanish-speaking world, in daily newspapers through El País, in radio through Cadena SER and in education and publishing through Grupo Santillana de Ediciones, S.L., or Santillana. Through Sogecable, S.A.U., or Sogecable, and its digital platform, Digital+, Prisa is also the leader in pay television in Spain. In specialized press, Prisa ranks second in Spain in sports press through AS and second in financial press through Cinco Días.
 
Grupo Media Capital SGPS, S.A., or Media Capital, a Prisa subsidiary, operates TVI, the leading free-to-air television network in Portugal. Media Capital also operates an audiovisual production business as well as a radio network, produces music recordings and distributes films and video/DVDs.
 
Prisa is domiciled in Spain, its legal form is a public limited liability company and its activity is subject to Spanish legislation and particularly to the Spanish Companies Law. Prisa has been in continuous operation since its public deed of incorporation was executed, and it has perpetual existence. Prisa’s registered office is located in Madrid, Spain, at Gran Vía, number 32 28013, and its telephone number at its registered office is +34 (91) 330 10 00.
 
Liberty (see page [ • ])
 
Liberty is a Delaware blank check company formed on June 27, 2007. Liberty’s business plan is to complete a business combination with one or more operating businesses. Its business plan is not limited to a particular industry.


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A registration statement for Liberty’s IPO was declared effective on December 6, 2007. On December 12, 2007, Liberty sold 103,500,000 units in its IPO (including 13,500,000 units pursuant to the underwriters’ over-allotment option). Each unit consists of one share of common stock and one-half of one warrant. Each whole warrant entitles the holder to purchase one share of Liberty’s common stock at a price of $5.50 commencing on Liberty’s consummation of a business combination, provided that there is an effective registration statement covering the shares of common stock underlying the warrants in effect. The warrants expire on December 12, 2013, unless earlier redeemed. Liberty’s founders, including Liberty’s sponsors, Berggruen Acquisition Holdings Ltd. and Marlin Equities II, LLC, purchased an aggregate of 25,875,000 shares of common stock and 12,937,500 warrants prior to Liberty’s IPO for a total purchase price of approximately $25,000, and Liberty’s sponsors purchased in equal amounts an aggregate of 12,000,000 warrants at a price of $1.00 per warrant ($12.0 million in the aggregate) in a private placement that occurred immediately prior to Liberty’s IPO.
 
Liberty received net proceeds of $1,016.7 million from its IPO (including proceeds from the exercise by the underwriters of their over-allotment option) and sale of the sponsors’ warrants. Of those net proceeds, approximately $27.4 million is attributable to the portion of the underwriters’ discount which has been deferred until Liberty’s consummation of a business combination (an obligation which Citigroup and Barclays have agreed with Liberty to reduce to an aggregate of approximately $20.6 million). The net proceeds were deposited into a trust account and will be part of the funds to be distributed to Liberty’s public stockholders in the event Liberty is unable to complete a business combination. Unless and until a business combination is consummated, the proceeds held in the trust account will not be available to Liberty. For a more complete discussion of Liberty’s financial information, see “Information about Liberty and Liberty Virginia—Selected Historical Financial Information of Liberty.”
 
Liberty’s equity securities trade on the NYSE Amex (formerly known as the American Stock Exchange). Its units trade under the symbol “LIA.U.” On December 19, 2007, the warrants and common stock underlying Liberty’s units began to trade separately on the NYSE Amex under the symbols “LIA.WS” and “LIA,” respectively.
 
Liberty’s principal executive office is located at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036, and its telephone number is (212) 380-2230.
 
Liberty Virginia (see page [ • ])
 
Liberty Virginia is a Virginia corporation formed on April 30, 2010. It is a wholly owned subsidiary of Liberty, formed for the sole purpose of effectuating the reincorporation merger and the share exchange. Liberty Virginia has not engaged and, prior to the reincorporation merger, will not engage in any activities other than activities incidental to its formation and in connection with or contemplated by the business combination agreement. Liberty Virginia’s principal executive office is located at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036, and its telephone number is (212) 380-2230.
 
Risk Factors
 
You should carefully read and consider the risks related to Prisa’s business, the risks related to the business combination and the risks related to a failure to consummate the business combination before deciding whether to vote for the proposals presented in this proxy statement/prospectus and whether to make an election for the $10.00 per share cash alternative or a mixed consideration election. Some of the most important risks are summarized below.
 
Risks Related to Prisa (see page [ • ])
 
  •  The industries in which Prisa operates are highly competitive and Prisa may not successfully react to competitors’ actions.
 
  •  Prisa operates in highly regulated industries and is therefore exposed to legislative, administrative and regulatory risks that could adversely impact its businesses.


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  •  Prisa’s operations outside of Spain subject Prisa to risks typical to investments in countries with emerging economies.
 
  •  Prisa’s financial position will be significantly and adversely affected if Prisa is unable to successfully complete the restructuring of its indebtedness.
 
  •  Fluctuations in foreign exchange rates could have an adverse effect on Prisa’s results of operations.
 
Risks Related to the Business Combination (see page [ • ])
 
  •  Liberty’s current directors either directly or beneficially own shares of Liberty common stock and warrants and have other interests in the business combination that are different from, or in addition to, yours. If the proposed business combination is not approved, the securities held by them will likely become worthless.
 
  •  Because the market price of Prisa ordinary shares will fluctuate and because there is currently no trading market for Prisa Class B convertible non-voting shares, Liberty’s securityholders cannot be sure of the value of the consideration they will receive when the business combination is completed, and the value may be less than what you originally paid for your Liberty securities.
 
  •  Supermajority and other voting provisions in Prisa’s bylaws, along with the existence of a controlling shareholder group, may have the effect of discouraging potentially interested parties from seeking to acquire Prisa or otherwise influence the outcome of significant matters affecting Prisa’s shareholders.
 
  •  As a “foreign private issuer” under the rules and regulations of the SEC, Prisa is exempt from a number of rules under the Exchange Act and may be permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules.
 
  •  Prisa may fail to realize all of the anticipated benefits of the business combination.
 
Risks Related to a Failure to Consummate the Business Combination (see page [ • ])
 
  •  Liberty may have insufficient time or funds to complete an alternate business combination if the business combination proposal is not approved by Liberty’s stockholders or the business combination is otherwise not completed.
 
  •  If Liberty is unable to consummate a business combination within the prescribed time frame and is forced to dissolve and distribute its assets, you will receive less than $10.00 per share on distribution of the trust account funds and your warrants will expire and become worthless.
 
Reasons for the Business Combination
 
Liberty’s Reasons for the Business Combination (see page [ • ])
 
In reaching its conclusion to approve the business combination and to recommend that Liberty stockholders approve the business combination agreement, the Liberty board of directors considered a number of positive, negative and other factors, including, among others:
 
  •  Prisa’s leading market positions across several businesses and geographic markets, including audiovisual, publishing, newspapers and magazines and radio;
 
  •  the belief by Liberty’s board of directors that Prisa’s diversity of businesses and growth prospects and the quality and strength of Prisa’s management team will provide Liberty’s stockholders with a unique opportunity to acquire, and participate in, an established company with not only leading market positions across several business segments and geographic markets, but with significant growth potential, particularly in Latin America, the United States and other dynamic global markets;
 
  •  the fact that it is a condition to the obligations of the parties to effect the business combination that Prisa has successfully restructured its existing debt obligations of approximately €4.84 billion as of June 30, 2010. In connection with such debt restructuring, Prisa will need to complete the proposed asset dispositions described elsewhere in this proxy statement/prospectus. In connection with reaching


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  its conclusion regarding this factor, Liberty’s board reviewed pro forma financial information that gave effect to the debt restructuring, asset dispositions and the consummation of the business combination upon the terms described herein. Based upon its review of such pro forma financial information, Liberty’s board believes that if Prisa is able to successfully restructure its existing debt and complete the proposed asset dispositions, then following the consummation of the business combination, Prisa will be significantly deleveraged and have more favorable debt terms, which should, among other things, allow management to focus on growth strategy and enhance the capital and liquidity available to support such strategy. Prisa has entered into various agreements regarding such asset dispositions and anticipates closing such transactions prior to the end of 2010. However, there can be no assurances that all of such transactions will be completed;
 
  •  the possibility that the benefits anticipated from the business combination, including the proposed debt restructuring and the asset dispositions, might not be achieved or might not occur as rapidly or to the extent or on the same terms as currently anticipated; and
 
  •  the Liberty board’s belief that the business combination with Prisa is preferable to any other transaction available to Liberty to enhance stockholder value.
 
Prisa’s Reasons for the Business Combination (see page [ • ])
 
In reaching its conclusion to approve the business combination, the Prisa board of directors considered a number of positive, negative and other factors, including, among others:
 
  •  that the business combination is a major step in Prisa’s plan to substantially restructure and strengthen its capital structure, as Prisa plans to use the cash proceeds from the business combination and the proceeds from previously announced asset dispositions to complete the restructuring of Prisa’s significant debt and to provide for working capital requirements;
 
  •  its determination that the proposed business combination with Liberty provides the most attractive alternative for raising a significant amount of capital on acceptable terms and its belief that the business combination has a greater likelihood of completion in the current economic environment and is on more favorable terms than other alternatives to raising capital available to Prisa in the capital markets;
 
  •  the fact that Prisa’s controlling shareholder group supported the transaction and that Prisa is required to complete the business combination only if, among other things, Prisa’s controlling shareholder group will hold at least 30% of the share capital of Prisa on a fully diluted basis;
 
  •  the personal indemnities being provided by the individuals controlling Liberty’s sponsors, which should limit the exposure of Prisa to potential liabilities of Liberty;
 
  •  the fact that the exchange ratios are fixed and will not fluctuate based upon changes in the market price of Prisa ordinary shares between the date of the business combination agreement and the date the parties complete the business combination; and
 
  •  that the precise amount of cash that Liberty will contribute to Prisa will be determinable only after the number of redemptions and the number of elections for the $10.00 per share cash alternative of Liberty common stock are known, and that the business combination cannot be consummated if Liberty stockholders exercise their redemption rights with respect to 30% or more of Liberty’s publicly-held shares.
 
The Business Combination and the Business Combination Agreement
 
General
 
Upon the terms and subject to the conditions of the business combination agreement, and in accordance with the Delaware General Corporation Law, or DGCL, and the Virginia Stock Corporation Act, or VSCA, the first step of the business combination will be the merger of Liberty with and into Liberty Virginia, with Liberty Virginia as the surviving corporation in the merger. This step is referred to in this proxy statement/prospectus as the reincorporation merger. At that time each share of Liberty common stock issued and


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outstanding, other than any shares held in the treasury of Liberty, will convert automatically into one share of Liberty Virginia common stock, and each certificate previously representing shares of Liberty common stock will thereafter represent shares of Liberty Virginia common stock, and each share of Liberty preferred stock then issued and outstanding, other than any shares held in the treasury of Liberty, will convert automatically into one share of Liberty Virginia preferred stock of the same series, and each certificate previously representing shares of Liberty preferred stock will thereafter represent shares of Liberty Virginia preferred stock of the same series. Each then-outstanding warrant to purchase shares of Liberty common stock will automatically represent a right to purchase one share of Liberty Virginia common stock on the same terms and conditions. This reincorporation merger will be followed immediately by the share exchange and exchange of warrants described below, and thus you will not receive any Liberty Virginia share or warrant certificates.
 
Each share of Liberty common stock outstanding immediately prior to the effective time of the reincorporation merger with respect to which a stockholder of Liberty shall have validly exercised its redemption rights pursuant to Liberty’s restated certificate of incorporation will be converted into one share of Liberty Virginia common stock. However, holders of such shares will automatically be deemed to have exercised redemption rights pursuant to the Liberty Virginia articles of incorporation and, therefore, such shares will represent only the right to be redeemed for cash, in an amount per share calculated in accordance with the Liberty restated certificate of incorporation and Liberty Virginia articles of incorporation, which is currently estimated to be $9.87. Following the consummation of the reincorporation merger and immediately prior to the statutory share exchange with Prisa, Liberty Virginia will redeem such shares in accordance with the provisions of the Liberty restated certificate of incorporation and the Liberty Virginia articles of incorporation. All such redeemed Liberty Virginia shares will no longer be outstanding and each holder of any such redeemed Liberty Virginia share will cease to have any rights with respect thereto, except the right to receive such redemption cash payments. Liberty believes that the reincorporation merger is consistent with Liberty’s restated certificate of incorporation and the disclosure in Liberty’s IPO prospectus because the reincorporation merger will occur only if the business combination is consummated, and will not limit the stockholder protections contained in Liberty’s restated certificate of incorporation.
 
Upon the terms and subject to the conditions of the business combination agreement and in accordance with the VSCA and the Spanish Companies Law, immediately following the reincorporation merger, Liberty Virginia and Prisa will effect a statutory share exchange whereby each share of Liberty Virginia common stock (other than shares as to which redemption rights have been validly exercised, which will have been cancelled) and each share of Liberty Virginia preferred stock will be acquired by Prisa and exchanged for the right to receive the consideration that the stockholder has elected or is otherwise entitled to receive described below under “— Consideration to be Received in the Business Combination.” Upon the effectiveness of the share exchange, Liberty Virginia will be a wholly owned subsidiary of Prisa. The separate corporate existence of each of Prisa and Liberty Virginia will continue following the share exchange. In connection with the business combination, all outstanding Liberty warrants will be exchanged for the consideration set forth in the warrant agreement amendment. See “— The Warrant Agreement Amendment.”
 
Consideration to be Received in the Business Combination (see page [ • ])
 
As a result of the business combination, Prisa will automatically become the holder and owner of 100% of the outstanding shares of Liberty Virginia common stock and Liberty Virginia preferred stock.
 
Holders of Liberty common stock (other than shares as to which redemption rights have been validly exercised) may make an election for the $10.00 per share cash alternative or a mixed consideration election with respect to each share of Liberty common stock they hold. If a holder validly elects the $10.00 per share cash alternative, the holder will be entitled to receive $10.00 in cash without interest for each share of Liberty common stock for which cash is elected. If the holder makes a valid mixed consideration election, the holder will be entitled to receive 1.5 Prisa Class A ordinary shares, 3.0 Prisa Class B convertible non-voting shares, $0.50 in cash and cash in lieu of fractional shares. If the holder makes no election or an invalid election, the holder will be entitled to receive the mixed consideration. Prisa will not be required to complete the business combination if holders of Liberty common stock validly elect to receive the $10.00 per share cash alternative or exercise redemption rights for a total of more than 80 million shares of Liberty common stock. In addition,


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if valid elections for the $10.00 per share cash alternative or redemptions have been made with respect to more than 80 million shares of Liberty common stock, each of Prisa and Liberty has the right to terminate the business combination agreement.
 
In connection with the business combination, Liberty has separately negotiated and entered into preferred stock purchase agreements with its sponsors and certain third party investors, pursuant to which the sponsors and investors agreed to purchase shares of specified newly created series of Liberty non-voting preferred stock, for an aggregate purchase price of $500 million. The purpose of these sales is to provide additional funds that may be used to make the required payments to those Liberty stockholders who elect to receive the $10.00 per share cash alternative in the business combination. All shares of preferred stock to be issued by Liberty under the preferred stock purchase agreements will be exchanged in the business combination for a combination of cash and/or Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares. The relative amounts of cash and Prisa shares to be received by the preferred stockholders in the business combination will vary depending upon the total number of shares of Liberty common stock as to which the holder elects the $10.00 per share cash alternative or validly exercises their redemption rights, as described in this proxy statement/prospectus.
 
Article Fifth of Liberty’s restated certificate of incorporation provides that a “Business Combination” means the “acquisition” by Liberty of one or more operating businesses through a “merger, stock exchange, asset acquisition, reorganization or similar business combination.” Liberty’s IPO prospectus stated that Liberty was formed to acquire a then currently unidentified operating business through a merger, stock exchange, asset acquisition, reorganization or similar business combination, that Liberty would not become a holding company for a minority interest in a target business, and that if Liberty were to acquire less than 100% of a target business Liberty would only do so if it acquired greater than 50% of the outstanding equity interests or voting power of one or more target businesses. The business combination with Prisa is structured such that Liberty itself is not acquiring anything, but rather its stockholders are exchanging their shares of Liberty common stock for a majority of the outstanding equity interests in the target business, and former Liberty security holders may hold less than 50% of the total voting power of Prisa immediately following the business combination. Liberty’s board of directors believes that the transactions contemplated by the business combination agreement satisfy the definition of a “Business Combination” contained in Liberty’s restated certificate of incorporation and as described in Liberty’s IPO prospectus because (i) the definition, by its terms, does not require that Liberty be the surviving or resulting entity in a “Business Combination,” (ii) “acquisitions” are frequently structured in a way that the “acquiring” entity is not technically the surviving entity, often for tax or regulatory reasons and (iii) former Liberty security holders will own at least 50% of the total equity securities of Prisa outstanding immediately following the consummation of the business combination. Liberty’s board has always believed, based on advice from its counsel, that it had broad discretion in the types of business combinations that could be presented to its stockholders. As described in this proxy statement/prospectus, Liberty and Prisa believe that the Virginia share exchange was the most beneficial structure that was available to effect the business combination. In connection with this proxy statement/prospectus, Liberty has confirmed its belief that the contemplated transactions constitute a valid business combination by obtaining an opinion from its special Delaware counsel, which opinion is to be issued prior to the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, that while the matter has not been settled as a matter of Delaware law and, accordingly, is not entirely free of doubt, the proposed business combination with Prisa satisfies the definition of a “Business Combination” contained in Article Fifth of Liberty’s restated certificate of incorporation. Notwithstanding Liberty’s board’s belief, however, it is possible that stockholders of Liberty who purchased their shares in Liberty’s IPO and who have not exercised their redemption rights could attempt to bring claims against Liberty on the basis that the structure of the proposed business combination was not contemplated by or disclosed in Liberty’s IPO prospectus. Even if you do not pursue such claims, others may do so. Liberty and Prisa cannot predict whether stockholders will bring such claims or whether such claims would be successful.
 
Prisa will not issue any fractional shares to any holder of Liberty common stock who has elected or is otherwise entitled to receive the mixed consideration or to holders of Liberty Virginia preferred stock in the business combination. In lieu of the issuance of any such fractional shares, each Liberty stockholder who otherwise would be entitled to receive such fractional share will receive cash. In the case of the Prisa ADS-As,


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the amount of cash will be determined by multiplying (i) the average of the closing sale prices per Prisa ordinary share on the Spanish Continuous Market Exchange for the ten trading days ending on the business day immediately preceding the date that the share exchange becomes effective by (ii) the fraction of a share (rounded to the nearest one hundredth when expressed in decimal form) which such holder would otherwise be entitled to receive. In the case of Prisa ADS-NVs, the amount of cash will be equal to the portion of the stated value corresponding to such fraction of a Prisa Class B convertible non-voting share.
 
The 1.5 Prisa Class A ordinary shares and cash deliverable as part of the mixed consideration for each share of Liberty common stock had a value of approximately $5.04 on August 4, 2010 (based on the closing price of Prisa ordinary shares on the Spanish Continuous Market Exchange on August 3, 2010 (€2.29) and a dollar to euro exchange rate on that date of 1.323) and approximately $[    l    ] on [    l    ], 2010 (based on the closing price of Prisa ordinary shares of €[    l    ] and the dollar to euro exchange rate on such date of [    l    ]). The mixed consideration also includes 3.0 Prisa Class B convertible non-voting shares for each share of Liberty common stock; however, there is currently no public trading market for Prisa Class B convertible non-voting shares. The actual value in U.S. dollars of the mixed consideration to be received per share of Liberty common stock for holders receiving the mixed consideration will depend on the exchange rate and the market price of Prisa ordinary shares and market value of the Prisa Class B convertible non-voting shares on the closing date of the proposed business combination.
 
At the effective time of the share exchange, each then outstanding Liberty warrant will be automatically exchanged for a combination of cash and Prisa ADSs in accordance with the terms of the warrant agreement amendment. See “— The Warrant Agreement Amendment.”
 
Conditions to Completion of the Business Combination (see page [ • ])
 
The consummation of the business combination is subject to the fulfillment or waiver of a number of conditions, including:
 
  •  approval by Prisa’s shareholders of the amendments to Prisa’s bylaws and the capital increase in-kind necessary for effecting the business combination, and the approval and adoption of the business combination agreement by Liberty stockholders and the approval of the warrant agreement amendment by Liberty warrantholders;
 
  •  effectiveness of the registration statements under the Securities Act and Exchange Act with respect to the Prisa Class A ordinary shares and Class B convertible non-voting shares to be issued in the business combination;
 
  •  the CNMV having verified and registered a prospectus relating to the issuance of the Prisa Class A ordinary shares, the Prisa Class B convertible non-voting shares and the Prisa warrants;
 
  •  completion of the restructuring of Prisa’s outstanding indebtedness occurring substantially simultaneously with the closing of the business combination;
 
  •  approval of the listing of the Prisa ADSs on the New York Stock Exchange, subject to official notice of issuance;
 
  •  entry by Prisa into deposit agreements with a U.S. financial institution authorized to act as a depositary for the Prisa ADSs;
 
  •  the absence of any legal restraint on completion of the business combination; and
 
  •  receipt by Prisa from HSBC, as representative of the lenders under a refinancing master agreement among Prisa, the lenders and HSBC, as administrative agent, of a notice stating that the requisite lenders have consented to and approved the amendments contained in the amended and restated business combination agreement dated as of August 4, 2010.
 
Separately, Prisa’s obligation to complete the business combination is subject to the satisfaction or waiver by Prisa of several conditions including:
 
  •  Liberty having not less than approximately $936.7 million in cash in its trust and operating accounts at the closing of the business combination (including cash to be paid to Liberty stockholders who validly


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  exercise their redemption rights or make cash elections), after the deferred underwriting discounts payable to the underwriters of Liberty’s IPO, Liberty’s payment of transaction expenses and other liabilities, and the approximately $46.7 million in cash payable as part of the warrant consideration;
 
  •  Liberty’s transaction expenses, excluding deferred underwriting discounts and the cash payable as part of the warrant consideration, not exceeding $24 million;
 
  •  the directors and officers of Liberty Virginia having tendered their resignations, effective upon the effective time of the share exchange;
 
  •  Prisa’s existing controlling shareholder group continuing to control not less than 30% of Prisa’s outstanding ordinary shares (after giving pro forma effect to the transactions contemplated by the warrant agreement amendment, the full conversion of the Prisa Class B convertible non-voting shares to Prisa Class A ordinary shares, any required redemptions of shares of Liberty common stock, the purchase of Liberty warrants and Liberty common stock pursuant to the sponsor surrender agreement and the issuance and exercise of the Prisa warrants);
 
  •  the amount of cash held by Liberty and available to Prisa following consummation of the business combination, after payment of (1) any amounts payable to stockholders of Liberty who validly exercise their redemption rights, (2) any amounts payable to stockholders of Liberty who have elected to receive the $10.00 per share cash alternative in excess of the amounts deposited into and remaining in the Liberty preferred shares escrow account and (3) the aggregate amount of cash payable to Liberty stockholders receiving mixed consideration in the business combination and a portion of the cash payable to the holders of Liberty preferred stock, being greater than €450 million (converted from dollars to euros using an agreed exchange rate);
 
  •  the total number of shares of Liberty common stock as to which Liberty stockholders validly exercise their redemption rights or elect to receive the $10.00 per share cash alternative not exceeding 80 million shares in the aggregate;
 
  •  the accuracy of the representations and warranties of Liberty in the business combination agreement, subject to the materiality standard set forth in the business combination agreement, and performance by Liberty of its obligations under the business combination agreement;
 
  •  there not having occurred since the date of the business combination agreement a material adverse effect on Liberty; and
 
  •  Liberty having purchased from its sponsors a total of approximately 24.8 million Liberty warrants (constituting all of the Liberty warrants held by them, but excluding the 165,600 Liberty warrants held by the other founders) and approximately 3.3 million shares of Liberty common stock for a total purchase price of $825, and, if the total amount of cash payable to Liberty common stockholders who have exercised redemption rights or elected to receive the $10.00 per share cash alternative is greater than $525 million, Liberty having purchased an additional 2.6 million shares of Liberty common stock from the Liberty sponsors for a total purchase price of $260 and, if the total amount of cash payable to Liberty common stockholders who have exercised redemption rights or elected to receive the $10.00 per share cash alternative is greater than $750 million, Liberty having purchased an additional 500,000 shares from the Liberty sponsors for a total purchase price of $50.
 
Liberty’s obligation to complete the business combination is also separately subject to the satisfaction or waiver by Liberty of several conditions including:
 
  •  entry by Prisa into an employment agreement with Juan Luis Cebrián providing for an employment term of at least three years and such other terms as are mutually acceptable to Prisa and Mr. Cebrián;
 
  •  issuance and delivery by Prisa of the number of Prisa shares equaling the number of Prisa shares required by the share exchange and the warrant agreement amendment;
 
  •  the accuracy of the representations and warranties of Prisa in the business combination agreement, subject to the materiality standard set forth in the business combination agreement, and performance by Prisa of its obligations under the business combination agreement; and


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  •  there not having occurred since the date of the business combination agreement a material adverse effect on Prisa.
 
Termination of the Business Combination Agreement (see page [ • ])
 
The parties may terminate the business combination agreement at any time prior to the completion of the business combination by their mutual written consent.
 
In addition, the business combination agreement may be terminated by either party in the following circumstances:
 
  •  if the business combination has been enjoined, prohibited or made illegal by a governmental entity or law (and the prohibition or illegality is final and nonappealable);
 
  •  if the Prisa shareholders fail to approve the capital increase in-kind and the bylaw amendments required for the business combination, if Liberty’s stockholders fail to approve and adopt the business combination agreement or if the Liberty warrantholders fail to consent to the warrant agreement amendment (except a party may not terminate on this basis if it has not fulfilled its obligations to call and conduct its meetings or if it has breached any of its obligations under the business combination agreement causing failure of a closing condition);
 
  •  if the business combination has not been completed by December 6, 2010, unless the failure to complete the business combination by that date is due to a breach of the business combination agreement by the party seeking to terminate the agreement;
 
  •  if there is a breach by the other party that would cause the failure of a closing condition unless the breach is capable of being, and is, cured within 15 days of notice of the breach; or
 
  •  if, as of the date of the Liberty stockholder meeting, the total number of shares of Liberty common stock as to which Liberty stockholders validly exercised their redemption rights or made elections to receive the $10.00 per share cash alternative exceeds 80 million shares in the aggregate.
 
The Warrant Agreement Amendment (see page [ • ])
 
In connection with the proposed business combination, Liberty is proposing to amend the terms of the second amended and restated warrant agreement, dated as of December 6, 2007, between Liberty and Continental Stock Transfer & Trust Company, as warrant agent, referred to as the warrant agreement. The proposed amendment provides that, in connection with the consummation of the business combination, each then outstanding Liberty warrant will, automatically and without any action by the warrantholder, be exchanged for warrant consideration consisting of:
 
  •  cash in the amount of $0.90, to be paid by or at the direction of Liberty Virginia; and
 
  •  0.45 newly created Prisa Class A ordinary shares.
 
The mix of cash and Prisa shares deliverable for each Liberty warrant had a value of approximately $2.26 on August 4, 2010 (based on the closing price of Prisa ordinary shares on the Spanish Continuous Market Exchange on August 3, 2010 (€2.29) and the dollar to euro exchange rate on that date of 1.323) and approximately $[ • ] on [ • ], 2010 (based on the closing price of Prisa ordinary shares of €[ • ] and a dollar to euro exchange rate on such date of [ • ]). The actual value in U.S. dollars of the consideration to be received per warrant will depend on the exchange rate and the market price of Prisa ordinary shares on the closing date of the proposed business combination. The aggregate cash consideration deliverable to Liberty’s warrantholders (after giving effect to the sale by the sponsors of all of their warrants to Liberty for nominal consideration pursuant to the sponsor surrender agreement) is approximately $46.7 million, of which $149,040 is attributable to the remaining founders’ warrants.
 
The Prisa Class A ordinary shares will be represented by Prisa ADS-As.
 
As a result of the warrant agreement amendment, upon the consummation of the business combination, each registered holder of warrants (other than Prisa) would cease to have any rights with respect to the warrants, other than the right to receive the warrant consideration.


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Related Agreements and Transactions (see page [ • ])
 
Concurrent with the execution of the original business combination agreement on March 5, 2010, Rucandio, S.A., or Rucandio, the parent company in Prisa’s existing controlling shareholder group, entered into a transaction support agreement with Liberty, pursuant to which, among other things, it agreed to vote or exercise its right to consent with respect to all ordinary shares of Prisa that it beneficially owns in favor of certain matters to be considered by Prisa’s shareholders in connection with the business combination. Also concurrently with the execution of the original business combination agreement on March 5, 2010, Liberty’s sponsors entered into a sponsor support agreement with Prisa pursuant to which they agreed to be counted as present at the special meeting of Liberty warrantholders to consider the warrant agreement amendment, and to vote or exercise their right to consent with respect to all of the warrants held by each of them in favor of the warrant agreement amendment.
 
Liberty’s sponsors have also entered into the sponsor surrender agreement, pursuant to which they agreed to sell to Liberty, immediately prior to the closing of the business combination, for nominal consideration, a total of approximately 24.8 million Liberty warrants (constituting all of the Liberty warrants held by the sponsors but excluding the 165,600 Liberty warrants held by the other founders) and approximately 3.3 million shares of Liberty common stock. Liberty will pay the sponsors a total of $825 for the Liberty warrants and shares which are being returned. In addition, if the total amount of cash payable to Liberty common stockholders who have exercised redemption rights or elected to receive the $10.00 per share cash alternative is greater than $525 million, the sponsors have agreed to sell to Liberty an additional 2.6 million shares of Liberty common stock for a total purchase price of $260 and, if the total amount of cash payable to Liberty common stockholders who have exercised redemption rights or elected to receive the $10.00 per share cash alternative is greater than $750 million, the sponsors have agreed to sell to Liberty an additional 500,000 of Liberty common stock for a total purchase price of $50. After giving effect to the consummation of the transactions contemplated by the sponsor surrender agreement, each of the sponsors would hold (i) 11,123,900 shares of Liberty common stock, if the total amount of cash payable to Liberty common stockholders who have exercised redemption rights or elected to receive the $10.00 per share cash alternative is equal to or less than $525 million, (ii) 9,823,900 shares of Liberty common stock, if the total amount of cash payable to Liberty common stockholders who have exercised redemption rights or elected to receive the $10.00 per share cash alternative is greater than $525 million but equal to or less than $750 million and (iii) 9,573,900 shares of Liberty common stock if the total amount of cash payable to Liberty common stockholders who have exercised redemption rights or elected to receive the $10.00 per share cash alternative is greater than $750 million.
 
In connection with the execution of the business combination agreement, Liberty also entered into separate preferred stock purchase agreements with the Liberty sponsors and certain third parties, pursuant to which the Liberty sponsors and the third-party investors agreed to purchase certain specified classes of newly-created shares of Liberty’s preferred stock for an aggregate purchase price of $500 million. The proceeds resulting from the sale of the Liberty preferred stock may be used by Prisa and Liberty to help fund the required payments pursuant to the share exchange to those stockholders of Liberty who make an election to receive the $10.00 per share cash alternative pursuant to the terms of the business combination agreement.
 
Among the third parties that entered into preferred stock purchase agreements with Liberty, HSBC and Santander are creditors of Prisa. HSBC serves as administrative agent for the lending banks, and is also a lending bank, under Prisa’s bridge loan agreement and syndicated loan and credit facility. As of June 30, 2010, Prisa and its subsidiaries owed HSBC and Santander and their respective affiliates an aggregate of €1.586 billion. Of this total, €766 million was owed to HSBC under Prisa’s bridge loan agreement, syndicated loan and credit facility, subordinated credit facility and hedging contracts and €820 million was owed to Santander or its affiliate, Banco Español de Crédito, S.A., known as Banesto, under Prisa’s bridge loan agreement, syndicated loan and credit facility, hedging contracts and other loan facilities. No amounts were owed to HSBC or Santander as of June 30, 2010 in respect of the variable cash compensation discussed in “Information About Prisa—Liquidity and Capital Resources—Bank Borrowings—Prisa Bridge Loan Agreement.” One of the preferred stock purchase agreements with HSBC provides for a $2 million cash payment by Liberty to HSBC at the closing of the business combination. Liberty and HSBC negotiated this


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payment after Prisa had received the necessary consents from its lending banks with respect to the extension of the maturity date of Prisa bridge loan agreement discussed in “Information About Prisa—Liquidity and Capital Resources—Bank Borrowings—Prisa Bridge Loan Agreement” and “—Liquidity and Capital Resources—Refinancing Master Agreement.”
 
Restructuring of Prisa’s Indebtedness (see page [ • ])
 
As a result of the contemplated restructuring of Prisa’s indebtedness, and based on the indebtedness of Prisa as of June 30, 2010 and assuming cash from Liberty’s trust account in the amount of $870 million becomes available to Prisa as a result of the business combination, that $1,457 million becomes available to Prisa as a result of completion of the pending asset dispositions included in the refinancing master agreement as described in this proxy statement/prospectus and a dollar to euro exchange rate of 1.362 as of September 30, 2010, it is expected that Prisa will reduce its debt to the lenders under its outstanding facilities from approximately €4,842 million to approximately €3,397 million.
 
Prisa expects to use $1,968 million to reduce its debt to the lenders under its outstanding facilities and expects to retain $360 million for working capital purposes and to fund planned operational restructuring initiatives, transaction costs and taxes related to these transactions as described in “Use of Proceeds of Restructuring.”
 
Management Following the Business Combination (see page [ • ])
 
Generally, the management of Prisa will not be affected or altered by the business combination. Prisa expects that Mr. Martin Franklin and Mr. Nicolas Berggruen will join Prisa’s board of directors in connection with the business combination. Prisa has also expressed its willingness to increase the number of members of its board of directors to up to 17, and to increase the number of independent directors (consejeros independientes) such that independent directors would represent a majority of the members of the Prisa board of directors. Prisa also expects to enter into an employment agreement with its chief executive officer, Juan Luis Cebrián.
 
Interests of Liberty’s Directors and Executive Officer in the Business Combination (see page [ • ])
 
When you consider the recommendation of Liberty’s board of directors to vote in favor of the approval of the business combination proposal and the warrant amendment proposal, you should keep in mind that Liberty’s directors and executive officer have interests in the business combination and warrant agreement amendment that are different from, or in addition to, your interests as a stockholder or warrantholder. These interests include, among other things:
 
  •  Liberty’s restated certificate of incorporation provides that in the event a letter of intent, an agreement in principle or a definitive agreement to consummate a business combination has been executed but no business combination is consummated by December 12, 2010, Liberty is required to begin the dissolution process provided for in Liberty’s restated certificate of incorporation. In the event of a dissolution:
 
  •  the 25,875,000 shares included as part of the founders’ units that Liberty’s founders purchased prior to Liberty’s IPO for an aggregate purchase price of approximately $25,000 would become worthless, as the Liberty founders have waived any right to receive liquidation distributions with respect to their shares. Such shares had an aggregate market value of approximately $[ • ] million, based upon the closing price of $[ • ] on the NYSE Amex on          , 2010, the record date for the special meeting of stockholders.
 
  •  all of (i) the 12,000,000 sponsors’ warrants purchased by Liberty’s sponsors at a price of $1.00 per warrant for an aggregate purchase price of $12,000,000 and (ii) the 12,937,500 founders’ warrants included as part of the founders’ units that Liberty’s founders (which includes the sponsors) purchased prior to Liberty’s IPO would expire and become worthless. Such warrants had an aggregate value of approximately $[ • ] million, based on the closing price of Liberty warrants of $[ • ] on the NYSE Amex on          , 2010, the record date for the special meeting of warrantholders.


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  •  Prisa expects that Mr. Martin Franklin and Mr. Nicolas Berggruen will join Prisa’s board of directors in connection with the business combination.
 
  •  Mr. Nicolas Berggruen and Mr. Martin Franklin, each of whom controls one of Liberty’s sponsors and is a member of Liberty’s board of directors, have agreed that, if Liberty dissolves prior to the consummation of a business combination, they will personally jointly and severally indemnify Liberty for any and all loss, liability, claim, damage and expense which it may become subject to as a result of a claim by any vendor, prospective target business or other entity that is owed money by Liberty for services rendered or products sold to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds held in Liberty’s trust account. Based on Liberty’s estimated debts and obligations, Liberty does not currently expect that Messrs. Berggruen and Franklin will have any exposure under this arrangement in the event of a dissolution.
 
  •  Mr. Nicolas Berggruen and Mr. Martin Franklin have agreed that they will personally, jointly and severally indemnify Prisa for any and all loss, liability, obligation, damage, cost, expense, fine or penalty, interest, tax, assessment, judgment or deficiency of any nature whatsoever (which we refer to collectively as damages) which Prisa may become subject to as a result of or in connection with the business combination regardless of whether the damages arise at, before or after the closing and are based on circumstances existing on or before the closing related to any liabilities of Liberty, excluding claims arising from, as a result of or in connection with Liberty entering into the business combination. Messrs. Berggruen’s and Franklin’s indemnification obligations are subject to certain thresholds for individual claims, a deductible and a limit on their total liability, and they are limited to claims for indemnification made by Prisa prior to March 5, 2015.
 
  •  Each of the Liberty sponsors has agreed to purchase $25 million of shares of Series A preferred stock of Liberty, as part of the sales of preferred stock to be effected by Liberty to provide funds that may be used to make the required payments to those Liberty stockholders who elect to receive the $10.00 per share cash alternative in the business combination. If the business combination is consummated, the sponsors will receive a combination of cash and Prisa shares on account of their shares of Liberty Series A preferred stock, depending upon the total number of holders of Liberty common stock who elect the $10.00 per share cash alternative or validly exercise their redemption rights. If the business combination is not consummated, Liberty will be required to redeem the shares of Liberty Series A preferred stock purchased by the sponsors for the amount of the original purchase price.
 
Interests of Prisa’s Directors and Officers in the Business Combination (see page [ • ])
 
No member of Prisa’s board of directors, nor any officer of Prisa, will be entitled to receive any special compensation or other similar incentive if the business combination with Liberty is approved, other than, as a condition precedent to the completion of the business combination, Prisa will enter into an employment agreement with Mr. Juan Luis Cebrián, Prisa’s current chief executive officer. This employment agreement will provide for an employment term of no fewer than three years and such other terms as are mutually agreeable to Prisa and Mr. Cebrián.
 
Additionally, Cortés, Abogados, of which Prisa director Matías Cortés Domínguez is a partner, provided legal advisory services and legal counsel to Prisa related to the business combination and the debt restructuring, and the firm will receive compensation in respect of those services in accordance with the guidelines set forth by the Madrid Bar Association.
 
Material U.S. Federal Income Tax Consequences (see page [ • ])
 
In general, a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) whose (i) shares of Liberty Virginia common stock are exchanged in the share exchange for cash, and, if applicable, Prisa ADS-As and Prisa ADS-NVs representing Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares, respectively, and (ii) Liberty Virginia warrants are exchanged in the warrant exchange for cash and Prisa ADS-As should recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the cash, and, if applicable, the fair market value of the Prisa ADSs on the date of the exchange received with respect to such Liberty common stock or warrants and the U.S. holder’s adjusted


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tax basis in such Liberty common stock or warrants. The exchange of shares of Liberty common stock or warrants for shares of Liberty Virginia common stock and warrants in the reincorporation merger should be treated for U.S. federal income tax purposes as a reorganization under Section 368 of the Internal Revenue Code and therefore no gain or loss will be recognized upon any such exchange.
 
Spanish Tax Consequences (see page [ • ])
 
In general, a Qualifying Shareholder (as defined in “Material Spanish Tax Considerations”) should not be subject to the imposition of Spanish tax, including value added tax, as a result of the reincorporation merger, the share exchange or the receipt by such Qualifying Shareholder of Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares.
 
Accounting Treatment (see page [ • ])
 
The transaction contemplated by the business combination agreement will be accounted for as an “acquisition” by Prisa of Liberty, and the accounting of the transaction will be similar to that of a capital infusion, as the only significant pre-combination assets of Liberty consist of cash and cash equivalents. No intangible assets or goodwill will be recognized as a result of the transaction; accordingly, Prisa will record the equity issued in exchange for Liberty securities based on the value of the assets and liabilities received as of the closing date of the transaction.
 
Regulatory Matters (see page [ • ])
 
Prisa and Liberty are not aware of any regulatory approvals required for the consummation of the business combination in either Spain or the United States. Procedurally, the issuance of the Prisa Class A ordinary shares, the Prisa Class B convertible non-voting shares and the Prisa warrants will require that the related increase in Prisa’s share capital be recorded in a public deed before a Spanish notary. A prospectus must be filed with and approved by the CNMV prior to the granting of the public deed. The duly recorded public deed must then be submitted for registration at the Spanish commercial registry, and the newly issued shares registered with Iberclear in the name of the depositary, which then would issue the Prisa ADSs.
 
The Prisa Warrant Issuance (see page [ • ])
 
The business combination agreement contemplates that Prisa will, in connection with the consummation of the business combination, issue 1.1 warrants in respect of each outstanding Prisa ordinary share to holders of record as of a date prior to the consummation of the share exchange (referred to as the Prisa warrant issuance). Each warrant would be exercisable at any time by the holder for one Prisa Class A ordinary share at an exercise price of €2.00 per warrant, and would expire 3.5 years after issuance (referred to as the Prisa warrants).
 
If the CNMV requires Prisa to grant certain preemptive rights in favor of its existing shareholders, Prisa will conduct a rights offering either in lieu of the Prisa warrant issuance or in conjunction with an alternate Prisa warrant issuance. In either case, the increase of capital to Prisa and the amount of dilution to Prisa shareholders resulting from the issuance of new Prisa Class A ordinary shares and/or the exercise of the alternate Prisa warrants will be the same as if the Prisa warrant issuance had been effected on the terms described in this proxy statement/prospectus, assuming all of the Prisa warrants had been exercised. If Prisa is required to conduct a rights offering, it will be conducted in accordance with Spanish law and in consultation with and subject to the approval of the CNMV.
 
Matters to be Considered at the Special Meeting of Warrantholders and Stockholders (see page [ • ])
 
The warrant amendment proposal is the only matter to be considered and voted upon at the special meeting of Liberty’s warrantholders. At the special meeting of Liberty’s stockholders, stockholders will be asked to vote upon the reincorporation proposal and the business combination proposal. However, unless the reincorporation proposal is approved at the special meeting of stockholders, the business combination proposal will not be presented to the stockholders of Liberty. Liberty will also present the liquidation proposal to its stockholders at the special meeting. Finally, Liberty is seeking stockholder approval to adjourn or postpone the


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special meeting of Liberty stockholders to a later date, or dates, in the event there are not sufficient votes at the time of the special meeting to approve the business combination proposal.
 
The Liberty Board of Directors Recommends that Liberty Stockholders Vote “FOR” Approval of the Reincorporation Proposal, “FOR” Approval of the Business Combination Proposal and that Liberty Warrantholders Vote “FOR” Approval of the Warrant Amendment Proposal (see page [ • ])
 
After careful consideration, Liberty’s board of directors has unanimously determined that each of the reincorporation proposal and the business combination agreement is advisable, fair to and in the best interests of Liberty and its stockholders. Accordingly, Liberty’s board of directors has unanimously approved and declared advisable the reincorporation merger, the business combination and the business combination agreement and unanimously recommends that stockholders vote or instruct that their vote be cast “FOR” the approval of each of the reincorporation proposal and the business combination proposal.
 
After careful consideration, Liberty’s board of directors has also unanimously determined that the warrant amendment proposal is in the best interests of Liberty and its warrantholders. Accordingly, Liberty’s board of directors has unanimously approved the warrant agreement amendment and unanimously recommends that warrantholders vote or instruct that their vote be cast “FOR” the approval of the warrant amendment proposal.
 
Finally, Liberty’s board of directors has also unanimously approved the stockholder adjournment proposal and unanimously recommends that stockholders vote or instruct that their vote be cast “FOR” the approval of the stockholder adjournment proposal.
 
In considering the recommendation of Liberty’s board of directors to vote “FOR” the warrant amendment proposal, the reincorporation proposal, the business combination proposal and the stockholder adjournment proposal, you should be aware that Liberty’s executive officer and directors have interests in the business combination that are different from, or in addition to, your interests as a stockholder and/or warrantholder, as more fully described above.
 
The Liquidation Proposal
 
Plan of Distribution
 
At the special meeting you will also be asked to approve Liberty’s dissolution and a plan of distribution of Liberty, as contemplated by Liberty’s restated certificate of incorporation. If either (or both) the reincorporation proposal or the business combination proposal is not approved or Liberty does not otherwise consummate the business combination, stockholder approval of Liberty’s dissolution and a plan of distribution is required by Liberty’s restated certificate of incorporation. If the business combination is consummated, Liberty’s board of directors intends to abandon the liquidation proposal without further action by Liberty’s stockholders in accordance with Section 275 of the Delaware General Corporation Law.
 
All of the founders have agreed with Liberty and the underwriters of Liberty’s IPO to vote all of their shares of Liberty common stock in favor of the liquidation proposal.
 
The following describes briefly the material terms of the proposed dissolution and plan of distribution of Liberty. This information is provided to assist stockholders in reviewing this proxy statement/prospectus and considering the proposed dissolution and plan of distribution, but does not include all of the information contained therein and may not contain all of the information that is important to you regarding the liquidation proposal. To understand fully the dissolution and plan of distribution being submitted for stockholder approval, you should carefully read this proxy statement/prospectus, including the accompanying copy of the plan of distribution attached as Annex O, in its entirety.
 
If the liquidation proposal is approved by Liberty’s stockholders and not abandoned by Liberty’s board of directors as described in this proxy statement/prospectus, Liberty anticipates that it will:
 
  •  file a certificate of dissolution with the Delaware Secretary of State;


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  •  give the trustee of the trust account notice to commence turning over all trust account funds to Liberty’s transfer agent for distribution according to the plan of distribution;
 
  •  as provided in the plan of distribution, pay or adequately provide for the payment of its known liabilities, including (i) existing liabilities for taxes, (ii) unpaid liabilities to service providers and other creditors, including expenses of the dissolution and liquidation, and (iii) its obligations to Liberty’s stockholders in accordance with its restated certificate of incorporation;
 
  •  wind up its remaining business activities;
 
  •  comply with U.S. Securities and Exchange Commission filing requirements, for so long as it is required to do so; and
 
  •  make any tax and other regulatory filings.
 
If the liquidation proposal is approved by Liberty’s stockholders and not abandoned by Liberty’s board of directors as described in this proxy statement/prospectus, Liberty will distribute to the holders of shares of Liberty common stock (other than as to founders shares), in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account (including approximately $27.4 million representing the original amount of the deferred portion of the underwriters’ discounts and commissions). Liberty expects to pay the costs of its dissolution and liquidation from its working capital. If such funds are insufficient (which Liberty does not expect to be the case), Mr. Berggruen and Mr. Franklin have agreed to pay the funds necessary to complete such liquidation.
 
Unless the liquidation proposal is abandoned by Liberty’s board of directors, which it intends to do if the business combination is consummated, Liberty expects to distribute the funds in its trust account to the holders of its common stock promptly following the filing of its certificate of dissolution with the Delaware Secretary of State after stockholder approval of the liquidation proposal and the adoption of the plan of distribution by its board of directors. If Liberty has assets beyond the proceeds held in the trust account that exceed its accrued liabilities and any contingency reserve, it will distribute that excess cash in accordance with the plan of distribution.
 
As of June 30, 2010, the trust account balance was approximately $1,022 million. In addition to the amounts held in Liberty’s trust account, as of June 30, 2010 there was approximately $7.3 million in current assets, subject to outstanding current liabilities of approximately $5.9 million as of that date. Liberty’s net assets would be available to be distributed on a pro rata basis to its holders of common stock if the liquidation proposal is approved and not abandoned by Liberty’s board of directors as described in this proxy statement/prospectus. Liberty expects, however, that after giving effect to additional expenses accrued and to be accrued through the liquidation date, no additional amounts would be available for distribution to its common stockholders in liquidation. If the business combination is not completed and the liquidation proposal is approved by Liberty’s stockholders, Liberty expects that Liberty stockholders will receive approximately $9.87 per share upon liquidation of Liberty.
 
Liberty intends to pursue any applicable federal or state tax refunds arising out of its business activities from inception through completion of its dissolution and winding-up. To the extent Liberty is successful in obtaining such refunds, any funds obtained will be used by Liberty to satisfy its obligations to creditors in accordance with its plan of distribution. Liberty does not anticipate that any creditor will make any claims with respect to amounts held in the trust account.
 
As a result of Liberty’s liquidation, for United States federal income tax purposes, stockholders will generally recognize gain or loss equal to the difference between (i) the amount of cash distributed to them, and (ii) their adjusted tax basis in shares of common stock. Certain stockholders, including stockholders that are “non-United States holders,” are subject to special rules.
 
You should consult your tax advisor as to the tax effects of the plan of distribution and Liberty’s dissolution in your particular circumstances.
 
Under Delaware law, stockholders will not have dissenters’ rights in connection with the dissolution and plan of distribution.


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Under Delaware law, if Liberty distributes to stockholders the proceeds currently held in the trust account, but fails to pay or make adequate provision for its liabilities, each of its stockholders could be held liable for amounts due to Liberty’s creditors to the extent of the stockholder’s pro rata share of the liabilities not so discharged or the total amount received by such stockholder, whichever is less.
 
The Liberty Board of Directors Unanimously Recommends that Liberty Stockholders Vote “FOR” the Liquidation Proposal (see page [ • ])
 
After careful consideration, Liberty’s board of directors has also unanimously determined that Liberty’s dissolution and plan of distribution is in the best interests of Liberty and its stockholders. Accordingly, Liberty’s board of directors has unanimously approved the liquidation proposal of Liberty and unanimously recommends that stockholders vote or instruct that their vote be cast “FOR” the approval of the liquidation proposal. If the business combination is consummated, Liberty’s board of directors intends to abandon the liquidation proposal without further action by Liberty’s stockholders in accordance with Section 275 of the Delaware General Corporation Law.


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RECENT DEVELOPMENTS
 
Recent Developments of Prisa
 
The business combination agreement discussed in this proxy statement/prospectus is part of Prisa’s overall capital restructuring plan that is designed to help bring debt service and maturities in line with expected operating cash flow generation. In addition to the business combination agreement, Prisa has entered into agreements for disposition of portions of several of its business units, which are referred to in this proxy statement/prospectus as the asset dispositions, while still retaining control over those business units. Additionally, Prisa has agreed, subject to the satisfaction of specified conditions, with its lenders under its bridge loan agreement and syndicated loan and credit facility and with certain individual lenders under credit facilities of Prisa and its subsidiaries to amend the terms of those agreements and extend the maturity of the bridge loan agreement, which agreements are referred to in this proxy statement/prospectus as the lending amendments. As described in “Use of Proceeds of the Restructuring,” Prisa intends to use the proceeds from the business combination and the asset dispositions to satisfy the specified conditions in its lending agreements regarding prepayments of the facilities in exchange for extensions of the maturity of the bridge loan agreement and the amendment of certain other terms and conditions of those facilities. There can be no assurances that the asset dispositions will be successfully completed or completed on the same terms as described in this proxy statement/prospectus or that the conditions to the lending amendments will be satisfied, and even if the asset dispositions are completed and the conditions to the lending amendments are satisfied, and the business combination is consummated, that the overall capital restructuring plan will have the intended results.
 
On September 7, 2010, Prisa made available certain unaudited financial information about its operating results for the eight months ended August 31, 2010. See Annex L to this proxy statement/prospectus. The unaudited financial information set forth in Annex L should be read in conjunction with Prisa’s audited consolidated balance sheets as of December 31, 2009 and 2008 and Prisa’s audited consolidated income statements for the years ended December 31, 2009, 2008 and 2007, and Prisa’s unaudited consolidated financial statements as of and for the six months ended June 30, 2010 and 2009, all of which are included in this proxy statement/prospectus.
 
Asset Dispositions
 
Agreement for Sale of up to 35% of Media Capital
 
On September 28, 2009, Prisa entered into an agreement with the Portuguese company Ongoing Strategy Investments SGPS, S.A., or Ongoing, for the sale of up to 35% of the share capital of Media Capital. Among other businesses, Media Capital owns Portugal’s leading television station, TVI, and the Plural production company. On March 31, 2010, Prisa announced that the Portuguese Antitrust Authority had failed to approve the transaction based on the failure of Ongoing to comply with the condition imposed by the Authority that Ongoing sell its stake in Sociedade Gestora de Participações Sociais, S.A., or Impresa, which controls the second most watched television channel by audiences in Portugal. There are no outstanding obligations under this agreement.
 
Also, on March 31, 2010, Prisa announced that it was receiving expressions of interest from new Portuguese investors to acquire a minority stake in Media Capital. Prisa can make no guarantee, however, that a definitive agreement will be reached or as to the eventual terms of any such agreement. Completion of a sale of a minority interest in Media Capital by November 30, 2010, is a condition to the extension of the maturity of the bridge loan agreement from November 30, 2010 to May 19, 2013.
 
Agreement with DLJ South American Partners LC and DLJSAP Publishing Coöperatief U.A. for Sale of 25% of Santillana
 
On September 28, 2009, Prisa entered into an agreement with DLJ South American Partners LC, or DLJSAP, and its affiliate DLJSAP Publishing Coöperatief U.A., for the sale of 25% of the share capital of Santillana for an aggregate purchase price of $362 million. DLJSAP’s offer was based on an agreed enterprise value of $1.45 billion for Santillana. On December 15, 2009, Prisa and DLJSAP signed an investment


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agreement related to the transaction. The transaction was completed on April 29, 2010, and Prisa received proceeds of $369 million (€279 million as of the date of the transaction). The shareholders agreement became effective upon the closing. DLJSAP will receive an annual preferred dividend equal to 7.0% of its investment. The present value of the perpetual financial liability resulting from the dividend payable on the preferred shares amounted to €117.7 million as of June 30, 2010.
 
Agreement with Telefónica, S.A. for Sale of 22% of Pay Television Business
 
On November 25, 2009, Prisa and its subsidiary Sogecable entered into an agreement with Telefónica, S.A., or Telefónica, for the sale of 21% of Sogecable’s pay television business, DTS Distribuidora de Televisión Digital, S.A., or DTS (into which CanalSatélite Digital, S.L., or Canal Satélite, was merged in March 2010 in order to combine Prisa’s two pay television companies). Prisa expects to receive approximately €485 million in cash from the sale of the interest in DTS. The purchase price was based on an agreed enterprise value of DTS of €2,350 million. In conjunction with the sale, the companies also signed a shareholders agreement to govern the management of DTS, to become effective after the merger, which contemplates representatives of Telefónica joining the DTS board of directors. On January 29, 2010, the parties amended the November 25, 2009 agreement, whereby Telefónica agreed to purchase an additional 1% interest in DTS, for a total of 22%.
 
The transaction has not yet been completed. The agreement has been submitted for approval by the antitrust authorities of the European Commission, which, on March 11, 2010, decided to refer the file to the Spanish competition authorities. On July 1, 2010, the Spanish competition authority began the second phase of its review. The approval procedure has so far been typical of such processes. Additionally, the agreement will require the approval of Sogecable’s lenders under its syndicated loan and credit facility and contains certain other customary closing conditions.
 
Agreement with Gestevisión Telecinco, S.A. for Sale of 22% of Pay Television Business and Integration of Free Television Businesses
 
On April 14, 2010, Prisa and Sogecable entered into an agreement with Gestevisión Telecinco, S.A., or Telecinco, for the sale of 22% of Sogecable’s pay television business, DTS (into which Canal Satélite was merged in March 2010 in order to combine Prisa’s two pay television companies), and the contribution of Cuatro, Sogecable’s free television business, to Telecinco. Prisa expects to receive approximately €485 million in cash for the sale of the 22% interest in DTS and approximately 18.3% of Telecinco’s share capital in respect of the contribution of Cuatro. The purchase price for the 22% interest in DTS was based on an agreed enterprise value of DTS of €2,350 million. The agreement with Telecinco provides that in no event will the purchase price to be paid by Telecinco be greater than the purchase price paid by Telefónica under its agreement with Prisa and Sogecable to purchase a 22% interest in DTS. Additionally, the purchase price to be paid by Telecinco is subject to adjustment if within 12 months from the closing of the sale transaction, Sogecable sells shares to a third party based on a lower enterprise value.
 
In conjunction with the sale, the parties have agreed to enter into a shareholders agreement related to the operation of Digital+. In addition, Prisa and Telecinco have agreed that each will participate in the governing bodies of Telecinco and DTS according to the percentage of their respective capital holdings.
 
The transaction has not yet been completed, but Prisa expects to complete it once the appropriate authorizations (including those relating to antitrust, discussed above under “— Agreement with Telefónica, S.A. for Sale of 22% of Pay Television Business”) have been obtained and certain other customary closing conditions have been satisfied.
 
Debt Restructuring
 
Pursuant to a refinancing master agreement among Prisa, the lenders party thereto and HSBC, as administrative agent, each of the lenders under the syndicated loan and credit facility and the bridge loan agreement and certain individual lenders under credit facilities of Prisa and its subsidiaries, or the lender group, agreed to consent to the restructuring of Prisa’s debt, including the modification of the terms and


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conditions of the bridge loan agreement. The refinancing master agreement was effective as of April 19, 2010. The refinancing master agreement extended the maturity date of the bridge loan until July 30, 2010. As of July 29, 2010, Prisa’s lenders have granted an extension for the maturity of the bridge loan until November 30, 2010. On or prior to November 30, 2010, provided that the conditions to effectiveness described in the refinancing master agreement are satisfied, the bridge loan agreement will automatically be further amended to, among other things, extend the maturity date until May 19, 2013. For a discussion of the refinancing master agreement, see “Information About Prisa—Liquidity and Capital Resources—Refinancing Master Agreement.”
 
Investments
 
Agreement with In-store Broadcasting Networks to Develop Communications Media Distribution Business
 
On August 21, 2009, Prisa announced that it had reached an agreement with the U.S. company In-store Broadcasting Network, LLC, or IBN, to develop a communications media distribution business in shops, department stores and supermarkets in Spain and Latin America. IBN operates in retail media with over 150 million users in its network. Prisa and IBN will create a new company, Prisa IBN International, to be 50% owned by each participant, which will use IBN’s patented media distribution technology. Prisa will contribute its experience and music and audiovisual production content, as well as its commercial distribution network. Prisa and IBN continue to work towards a final definitive agreement and no material investments have been carried out as of the date hereof. Prisa cannot guarantee if or when a definitive agreement will be reached with IBN or the terms upon which such an agreement will be reached.
 
Agreement for the Acquisition of up to 60% of V-me Media Inc.
 
On March 31, 2010, Prisa’s subsidiary Sogecable entered into a purchase agreement to acquire a stake in the Spanish-speaking television network V-me Media Inc., or V-me, the fourth largest television operator in the U.S. Hispanic market. Prisa’s original acquisition of a 12% interest in the share capital of V-me was made on October 20, 2009. The agreement provides that Prisa will make additional acquisitions and take control of the network in the future. Prisa has also agreed to provide to V-me capital and content to enable it to accelerate its development and growth in the U.S. Hispanic market. Under the terms of the March 31, 2010 agreement, Prisa (through Sogecable) acquired an additional $4 million stake in V-me, bringing its total cumulative voting interest in V-me to 23%.
 
Prisa has also agreed to make an additional investment in V-me in 2010 of $10 million in cash, and another investment in 2011 of $19 million also in cash. An additional $5 million investment will be made during these two years by contributing audiovisual rights, bringing Sogecable’s cumulative voting interest to approximately 51% of V-me and resulting in effective control of the company. Sogecable would acquire additional shares of V-me representing an additional 10% of V-me’s equity on an as-converted basis for no additional consideration if certain revenue targets are not met.
 
Purchase and Sale Agreement for Shares of Dédalo Grupo Gráfico, S.L.
 
In March 2010, Prisa entered into a reciprocal purchase and sale agreement with the majority shareholders of Dédalo Grupo Gráfico, S.L., or Dédalo, a group of companies engaged in the printing of newspapers, magazines and books, related to the Ibersuizas Group, for 40% of the shares of Dédalo. Under this agreement, Prisa has a call option on the remaining 60% of the share capital of Dédalo. Prisa has also granted the current majority shareholders of Dédalo a put option that they may exercise if Dédalo or any of its subsidiaries become subject to insolvency proceedings. The exercise price for both the call and the put option is €1.00. In addition, Prisa agreed to indemnify the majority shareholders of Dédalo against third-party claims that may arise as a result of actions taken to defend Prisa’s interests.


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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF PRISA
 
The following table presents financial data of Prisa as of and for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 and for the 6-month periods ended June 30, 2010 and 2009. You should read this information in conjunction with Prisa’s historical consolidated financial statements, including the related notes. Prisa’s financial data as of and for the years ended December 31, 2009, 2008 and 2007 and for the 6-month periods ended June 30, 2010 and 2009 are derived from its audited financial statements for those years and its unaudited 6-month periods, respectively, included in this proxy statement/prospectus—see “Promotora de Informaciones, S.A. and subsidiaries—Financial Statements.” Prisa’s financial data as of and for the years ended December 31, 2006 and 2005 are derived from Prisa’s audited financial statements for those years which are not included in this proxy statement/prospectus. The historical results below and elsewhere in this proxy statement/prospectus may not be indicative of Prisa’s future performance.
 
Prisa’s consolidated financial statements are presented in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as approved by the European Union, and the year-end financial statements have been audited. The IFRS approved by the European Union differ in some aspects to IFRS published by the IASB; however these differences do not have a relevant impact on Prisa’s consolidated financial statements for the years presented. Accordingly, they present fairly Prisa’s consolidated equity and financial position at December 31, 2009. For additional information see Prisa’s financial statements and the accompanying notes in this proxy statement/prospectus.
 
In comparing the information for 2007, 2006 and 2005 the following changes in the scope of consolidation should be taken into account:
 
  •  Sogecable:  In April 2006, Sogecable started to be fully consolidated by Prisa as a result of the takeover bid launched by Prisa as of November 2005 for 20% of Sogecable’s share capital. Prisa’s ownership interest in the company rose to 44.5%, which enabled it to appoint one-half of the board members and to govern the financial and operating policies of Sogecable. This change in the scope of consolidation explains the main differences in the results for the year ended December 31, 2006 as compared to the previous year.
 
  •  Media Capital:  In 2005, Prisa purchased all the shares of Vertix, SPGS, S.A., or Vertix, which held 33% of Media Capital and which was accounted for by Prisa using the equity method. Media Capital ceased to be accounted for by the equity method and started to be fully consolidated by Prisa from February 2007 onwards as Prisa increased its stake in the company to reach 94.7%, as a consequence of the results of the voluntary and mandatory takeover bids launched for 100% of the company. This change in the scope of consolidation explains the main differences in the results for the year ended December 31, 2007 as compared to the previous year.
 


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    Audited
 
    For the Year Ended December 31,  
    2009     2008     2007     2006     2005  
    (thousands of euros, except per share data)  
 
Consolidated Statements of Operations Data:
                                       
Operating Income
    3,208,584       4,001,348       3,696,028       2,811,758       1,483,091  
Operating Expenses
     (2,839,602 )      (3,303,157 )      (3,176,097 )      (2,525,810 )      (1,264,389 )
                                         
Profit from Operations
    368,982       698,191       519,931       285,948       218,702  
                                         
Financial Loss
    (214,269 )     (397,068 )     (195,263 )     (110,795 )     (22,804 )
Result of companies accounted for using the equity method
    (20,158 )     (7,592 )     (32,056 )     (6,025 )     (29,160 )
Loss from other investments
    (4,256 )     (1,350 )     (3,612 )     (2,709 )     (458 )
                                         
Profit Before Tax From Continuing Operations
    130,299       292,181       289,000       166,419       166,280  
                                         
Income Tax
    (63,045 )     (90,435 )     (26,919 )     64,357       2,944  
                                         
Profit From Continuing Operations
    67,254       201,746       262,081       230,776       169,224  
                                         
Loss after tax from discontinued operations
    (2,429 )     (75,346 )           (449 )     (9,724 )
                                         
Consolidated Profit for the Year
    64,825       126,400       262,081       230,327       159,500  
                                         
Profit attributable to minority interests
    (14,346 )     (43,404 )     (70,108 )     (1,418 )     (6,691 )
                                         
Profit Attributable to the Parent
    50,479       82,996       191,973       228,909       152,809  
                                         
Earnings (loss) per share from continuing operations
    € 0.24       € 0.72       € 0.92       € 1.10       € 0.78  
Basic earnings per share
    € 0.23       € 0.38       € 0.92       € 1.10       € 0.74  
Cash dividend per share
    €  —       €  —       € 0.18       € 0.16       € 0.14  
 

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    Unaudited
 
    Six Months Ended June 30,  
    2010     2009  
    (thousands of euros, except per share data)  
 
Consolidated Statements of Operations Data:
               
Operating Income
    1,577,298       1,677,681  
Operating Expenses
    (1,381,261 )     (1,495,162 )
                 
Profit from Operations
    196,037       182,519  
                 
Financial Loss
    (86,008 )     (114,053 )
Result of companies accounted for using the equity method
    (461 )     (4,607 )
Loss from other investments
    (2,966 )     (3,064 )
                 
Profit Before Tax From Continuing Operations
    106,602       60,795  
                 
Income Tax
    (28,580 )     (27,634 )
                 
Profit From Continuing Operations
    78,022       33,161  
                 
Loss after tax from discontinued operations
    (87 )     (1,974 )
                 
Consolidated Profit for the Year
    77,935       31,187  
                 
Profit attributable to minority interests
    (17,053 )     (3,961 )
                 
Profit Attributable to the Parent
    60,882       27,226  
                 
Earnings (loss) per share from continuing operations
    € 0.28       € 0.13  
Basic earnings per share
    € 0.28       € 0.12  
Cash dividend per share
    €  —       €  —  

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    Audited
 
    As of December 31,  
    2009     2008     2007     2006     2005  
    (thousands of euros, except for per share data)  
 
Consolidated Balance Sheet Data:
                                       
                                         
 
ASSETS
                                         
Non-Current Assets
    6,420,766       6,512,270       4,832,055       4,174,445       1,518,508  
                                         
Property, Plant & Equipment
    345,754       397,932       423,163       475,885       324,285  
Investment Property
    1       28       85       12,331       12,314  
Goodwill
    4,319,603       4,302,739       2,420,078       1,547,561       225,732  
Intangible Assets
    365,670       400,084       444,337       400,723       91,716  
Non-Current Financial Assets
    57,218       93,344       157,166       86,837       78,697  
Investments Accounted for Using the Equity Method
    13,644       12,936       13,248       280,744       644,842  
Deferred Tax Assets
    1,313,820       1,298,475       1,364,975       1,359,081       140,922  
Other Non-Current Assets
    5,056       6,732       9,003       11,283        
                                         
Current Assets
    1,514,898       1,594,297       1,621,418       1,756,105       626,197  
                                         
Inventories
    218,066       306,079       325,160       270,322       104,273  
Trade and Other Receivables
    1,207,204       1,237,723       1,215,684       945,858       492,952  
Current Financial Assets
    6,593       838       7,456       5,162       5,130  
Cash and Cash Equivalents
    82,810       49,432       72,827       534,538       23,242  
Other Current Assets
    225       225       291       225       600  
                                         
Assets Held for Sale
    257,388       519       72,887       93,971       2,448  
                                         
Total Assets
    8,193,052       8,107,086       6,526,360       6,024,521       2,147,153  
                                         
                                         
 
EQUITY AND LIABILITIES
                                         
Equity
    1,373,019       1,258,236       1,353,547       1,157,234       865,255  
                                         
Share Capital
    21,914       21,914       22,036       21,881       21,881  
Other Reserves
    833,697       779,225       721,503       610,997       530,102  
Accumulated Profit
    403,478       398,975       440,972       400,282       316,503  
From prior years
    352,999       315,979       248,999       171,373       163,694  
For the year; profit attributable to the Parent
    50,479       82,996       191,973       228,909       152,809  
Treasury Shares
    (3,044 )     (24,726 )     (39,101 )     (38,881 )     (32,766 )
Exchange Differences
    (1,561 )     (18,422 )     (3,475 )     1,497       10,639  
Minority Interests
    118,535       101,270       211,612       161,458       18,896  
                                         
Non-Current Liabilities
    2,351,466       2,751,369       3,124,842       2,803,180       545,444  
                                         
Exchangeable Bond in Issue
                158,408       154,674       151,093  
Non-Current Bank Borrowings
    1,917,963       2,348,078       2,558,372       2,252,004       311,095  
Non-Current Financial Liabilities
    249,538       232,565       202,378       202,875        
Deferred Tax Liabilities
    72,799       79,278       112,931       116,204       42,996  
Long-Term Provisions
    90,150       74,807       67,346       50,906       22,186  
Other Non-Current Liabilities
    21,016       16,641       25,407       26,517       18,074  
                                         
Current Liabilities
    4,263,133       4,097,481       2,047,971       1,996,942       736,454  
                                         
Trade Payables
    1,181,437       1,257,945       1,233,136       970,309       211,425  
Payables to Associates
    10,955       27,296       25,913       12,377       35,371  
Other Non-Trade Payables
    107,693       142,568       137,863       96,905       119,657  
Current Bank Borrowings
    2,796,362       2,532,091       536,046       843,410       320,172  
Current Financial Liabilities
    3,295       21,676                    
Payable to Public Authorities
    124,288       79,972       73,245       43,106       37,538  
Provisions for Returns
    9,417       9,369       8,457       5,127       5,444  
Other Current Liabilities
    29,686       26,564       33,311       25,708       6,847  
                                         
Liabilities Held For Sale
    205,434                   67,165        
                                         
Total Equity and Liabilities
     8,193,052        8,107,086        6,526,360        6,024,521        2,147,153  
                                         
Book Value Per Share
    € 5.74       € 5.39       € 5.36       € 4.73       € 4.02  
                                         
 


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    Unaudited     Audited  
    As of June 30, 2010     As of December 31, 2009  
    (thousands of euros, except for per share data)  
 
Consolidated Balance Sheet Data:
               
                 
 
ASSETS
Non-Current Assets
    6,434,052       6,420,766  
                 
Property, Plant & Equipment
    341,048       345,754  
Investment Property
    1       1  
Goodwill
    4,325,147       4,319,603  
Intangible Assets
    358,398       365,670  
Non-Current Financial Assets
    58,191       57,218  
Investments Accounted for Using the Equity Method
    29,202       13,644  
Deferred Tax Assets
    1,317,841       1,313,820  
Other Non-Current Assets
    4,224       5,056  
                 
Current Assets
    1,659,906       1,514,898  
                 
Inventories
    223,057       218,066  
Trade and Other Receivables
    1,342,684       1,207,204  
Current Financial Assets
    3,068       6,593  
Cash and Cash Equivalents
    90,872       82,810  
Other Current Assets
    225       225  
                 
Assets Held for Sale
    250,812       257,388  
                 
Total Assets
    8,344,770       8,193,052  
                 
                 
 
EQUITY AND LIABILITIES
Equity
    1,568,283       1,373,019  
                 
Share Capital
    21,914       21,914  
Other Reserves
    825,536       833,697  
Accumulated Profit
    488,548       403,478  
From prior years
    427,666       352,999  
For the year; profit attributable to the Parent
    60,882       50,479  
Treasury Shares
          (3,044 )
Exchange Differences
    29,361       (1,561 )
Minority Interests
    202,924       118,535  
                 
Non-Current Liabilities
    2,259,010       2,351,466  
                 
Exchangeable Bond in Issue
           
Non-Current Bank Borrowings
    1,743,582       1,917,963  
Non-Current Financial Liabilities
    359,831       249,538  
Deferred Tax Liabilities
    45,458       72,799  
Long-Term Provisions
    93,524       90,150  
Other Non-Current Liabilities
    16,615       21,016  
                 
Current Liabilities
    4,321,788       4,263,133  
                 
Trade Payables
    1,127,246       1,181,437  
Payables to Associates
    15,998       10,955  
Other Non-Trade Payables
    102,109       107,693  
Current Bank Borrowings
    2,752,330       2,796,362  
Current Financial Liabilities
    3,708       3,295  
Payable to Public Authorities
    283,986       124,288  
Provisions for Returns
    6,815       9,417  
Other Current Liabilities
    29,596       29,686  
                 
Liabilities Held For Sale
    195,689       205,434  
                 
Total Equity and Liabilities
    8,344,770       8,193,052  
                 
Book Value Per Share
    € 6.23       € 5.74  
                 

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SELECTED HISTORICAL FINANCIAL DATA OF LIBERTY
 
The summary historical financial information of Liberty as of December 31, 2009 and 2008 was derived from financial statements of Liberty as of December 31, 2009 and 2008, respectively, audited by Rothstein, Kass & Company, P.C., independent registered public accounting firm, included in this proxy statement/prospectus. The summary historical financial information of Liberty as of June 30, 2010 was derived from unaudited financial statements of Liberty as of such date included in this proxy statement/prospectus. This information should be read in conjunction with Liberty’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and the notes thereto included in this proxy statement/prospectus. Since Liberty has not had any significant operations to date, only balance sheet data are presented.
 
                         
    As of
    As of
    As of
 
    June 30,
    December 31,
    December 31,
 
Balance Sheet Data:
  2010     2009     2008  
 
Working capital (deficiency)
  $ 1,438,543     $ 9,560,411     $ 10,947,952  
Total assets
  $ 1,029,639,857     $  1,032,127,150     $  1,031,648,244  
Total liabilities
  $ 30,296,529     $ 27,461,101     $ 27,543,110  
Value of common stock which may be redeemed for cash (approximately $9.82 per share)(1)
  $ 304,910,990     $ 304,910,990     $ 304,910,990  
Value of deferred interest income related to common stock subject to possible redemption, net of tax
  $ 2,241,525     $ 2,205,468     $ 1,568,300  
Stockholders’ equity
  $ 692,190,813     $ 697,549,591     $ 697,625,844  
 
 
(1) The estimated redemption price per share of approximately $9.82 was as of the date of Liberty’s IPO. On June 30, 2010, the estimated redemption price per share would be approximately $9.87.


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RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS
 
The following table shows Prisa’s ratio of earnings to fixed charges and preference dividends for the past five years, as well as on a pro forma basis for the year ended December 31, 2009 and for the six months ended June 30, 2010:
 
                                                                         
          For the six months
    For the year ended
 
    Pro Forma(1)     ended June 30,     December 31,  
    Six months
    Year ended
                                           
    ended
    December 31,
                                           
    June 30, 2010     2009     2010     2009     2009     2008     2007     2006     2005  
 
Fixed Charges:
                                                                       
Interest expense inclusive of amortized premiums, discounts and capitalized expenses related to indebtedness
    (170,923 )     (323,962 )     (129,102 )     (190,850 )     (270,404 )     (363,682 )     (237,222 )     (139,251 )     (17,412 )
Interest capitalized
    (2,813 )     (4,800 )     (2,813 )     (6,604 )     (4,800 )     (11,796 )     (5,138 )     (10,383 )     (2,385 )
      (173,736 )     (328,762 )     (131,915 )     (197,454 )     (275,204 )     (375,478 )     (242,360 )     (149,634 )     (19,797 )
Earnings:
                                                                       
Plus:
                                                                       
Pretax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries or income (loss) from equity investees
    99,290       136,273       110,029       68,466       154,713       301,123       324,668       175,153       195,898  
Fixed charges
    173,736       328,762       131,915       197,454       275,204       375,478       242,360       149,634       19,797  
Amortization of capitalized interest
    11,468       24,894       11,468       11,852       24,894       8,426       8,144       7,201       6,223  
Distributed income of equity investees
    1,307       393       1,307             393       1,109       8,360       2,009       10,619  
Less:
                                                                       
Interest capitalized
    2,813       4,800       2,813       6,604       4,800       11,796       5,138       10,383       2,385  
      282,988       485,522       251,906       271,168       450,404       674,340       578,394       323,614       230,152  
Preference security dividend (Gross up)(2)
    50,373       128,647                                                          
Ratio of earnings to fixed charges and preference dividends
    1.92       1.87       1.91       1.37       1.64       1.80       2.39       2.16       11.63  
 
 
(1) The pro forma financial information shows the pro-forma effect of the consummation of the transaction between Prisa and Liberty for purposes of the statements of operations for the year ended December 31, 2009 and for the six months ended June 30, 2010 as if it had occurred on January 1, 2009, and for balance sheet purposes as if it had occurred on June 30, 2010. Additionally, the pro forma statement of operations for the year ended December 31, 2009 reflects the effects of the sale of a minority interest in Santillana by Prisa, which was completed on April 29, 2010, as if the sale had occurred on January 1, 2009.
 
Prisa has included in the pro forma financial statements for the year ended December 31, 2009 a net increase in interest expense totaling €19 million, due to: (i) a reduction in interest expense totaling €15 million due to the repayment of a portion of Prisa’s debt with proceeds from the transaction with Liberty and the sale of a minority interest in Santillana and (ii) an increase in interest expense amounting to €34 million due to the effect of calculating the present value of the obligation to pay preferred dividends to holders of the Prisa Class B convertible non-voting shares to be issued in the transaction with Liberty that has been recorded in the pro forma financial statements as a perpetual financial liability.
 
Prisa has included in the pro forma financial statement of operations for the six months ended June 30, 2010 a net increase in interest expense totaling €6 million, due to (i) a reduction in interest expense totaling €6 million due to the repayment of a portion of Prisa’s debt with proceeds received from the transaction with Liberty and (ii) an increase in interest expense amounting to €12 million due to the effect of calculating the present value of the obligation to pay preferred dividends to holders of the Prisa Class B convertible non-voting shares to be issued in the transaction with Liberty that has been recorded in the pro


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forma financial statements as a perpetual financial liability. Prisa expects to use €483 million for the repayment of debt corresponding to the proceeds received from the transaction with Liberty. See “Unaudited Pro Forma Combined Financial Information.”
 
(2) Represents the maximum aggregate amount of the preferred dividend that would have been payable for the six months ended June 30, 2010 and the year ended December 31, 2009 to holders of the Prisa Class B convertible non-voting shares and Santillana Class B convertible non-voting shares, grossed up assuming a net tax rate of 30%.


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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
The unaudited pro forma condensed combined financial information for the fiscal year ended December 31, 2009 and for the six months ended June 30, 2010 gives effect to the transaction between Prisa and Liberty and has been prepared assuming that the transaction had been completed (i) on January 1, 2009 for statement of operations purposes and (ii) on June 30, 2010, for balance sheet purposes, and includes all adjustments which give effect to events that are directly attributable to these transactions, are expected to have a continuing impact and that are factually supportable. Additionally, the unaudited pro forma statement of operations for the fiscal year ended December 31, 2009 gives effect to the sale on April 29, 2010 of a minority interest in Santillana by Prisa as if the sale had been completed on January 1, 2009. The information below should be read in conjunction with the historical consolidated financial statements of Prisa and related notes and the historical financial statements of Liberty and related notes, which are included elsewhere in this proxy statement/prospectus.
 
The financial statements of Prisa and the pro forma financial information have been prepared in accordance with IFRS as issued by the IASB. The financial statements of Liberty have been prepared in accordance with generally accepted accounting principles in the United States.
 
The unaudited pro forma financial condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of Prisa had the aforementioned transactions actually been completed at the beginning of the period, or as of the date, presented, nor the impact of possible business model changes. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of current market conditions on revenues, cost savings and asset dispositions, among other factors.
 
The unaudited pro forma financial statements have been prepared using two different assumed levels of redemptions of Liberty common stock in the transaction between Prisa and Liberty, as follows: (1) minimum cash elections, which assumes that none of the holders of Liberty common stock exercise their redemption rights under Liberty’s restated certificate of incorporation or make a cash election; and (2) maximum cash elections, which assumes that $525 million or more is required in the aggregate to pay the cash election price for all shares of Liberty common stock validly exercising redemption rights under Liberty’s restated certificate of incorporation and all shares of Liberty common stock validly electing to receive $10 in cash in the transaction and that none of the holders of Liberty common stock exercise their redemption rights under Liberty’s restated certificate of incorporation. In accordance with the terms of the business combination agreement, the first $225 million of this cash will be effectively funded by reducing the cash that would otherwise be paid to the holders of Liberty preferred stock in the share exchange absent any redemptions/cash elections, and the next $300 million would be funded upon the release of cash from the Liberty trust account at closing and recorded as an adjustment to Liberty’s reserve for common stock subject to redemption.
 
                 
    As of
 
    June 30, 2010  
    Minimum
    Maximum
 
    Cash Elections     Cash Elections  
 
Balance Sheet Data (in thousands of euros):
               
Total assets
    8,549,068       8,548,660  
Total liabilities
    6,520,979       6,718,892  
Stockholders’ equity
    2,028,089       1,829,768  
 


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    For the six months ended
    For the year ended
 
    June 30, 2010     December 31, 2009  
    Minimum
    Maximum
    Minimum
    Maximum
 
    Cash Elections     Cash Elections     Cash Elections     Cash Elections  
 
Income Statement Data (in thousands of euros):
                               
Profit from operations
    189,240       188,240       366,530       366,530  
Profit from continuing operations
    66,991       66,699       60,523       61,067  
Profit from continuing operations attributable to the parent
    49,938       49,646       26,647       27,191  
Basic earnings per share from continuing operations (euros)
    0.017       0.032       (0.052 )     (0.038 )
Diluted earnings per share from continuing operations (euros)
    0.016       0.029       (0.047 )     (0.034 )

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL DATA
 
The following table sets forth certain historical per share data of Liberty and Prisa, combined per share data of Liberty and Prisa on an unaudited pro forma combined basis giving effect to the transaction between Prisa and Liberty and the sale of a minority interest in Santillana by Prisa. The information in the table should be read in conjunction with the audited financial statements of Prisa and Liberty and the notes thereto included in this proxy statement/prospectus and the Unaudited Pro Forma Combined Financial Information and notes thereto included elsewhere herein. The unaudited pro forma combined information provided below is for illustrative purposes only. The companies may have performed differently had they always been combined. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Prisa will experience after the transaction.
 
The unaudited pro forma combined financial statements have been prepared using two different assumed levels of redemptions of Liberty common stock in the transaction between Prisa and Liberty, as follows: (1) minimum cash election, which assumes that none of the holders of Liberty common stock exercise their redemption rights under Liberty’s restated certificate of incorporation or make a cash election; and (2) maximum cash elections, which assumes that $525 million or more is required in the aggregate to pay the cash election price for all shares of Liberty common stock validly exercising redemption rights under Liberty’s restated certificate of incorporation and all shares of Liberty common stock validly electing to receive $10 in cash in the transaction and that non of the holders of Liberty common stock exercise their redemption rights under Liberty’s restated certificate of incorporation. In accordance with the terms of the business combination agreement, the first $225 million of this cash will be effectively funded by reducing the cash that would otherwise be paid to the holders of Liberty preferred stock in the share exchange absent any redemptions/cash elections, and the next $300 million would be funded upon the release of cash from the Liberty trust account at closing and recorded as an adjustment to Liberty’s reserve for common stock subject to redemption.
 
                         
    As of and for the
 
    year ended
 
    December 31,  
    2009     2008     2007  
 
Prisa — Historical:
                       
Income (loss) per ordinary share from continuing operations
  0.24     0.72     0.92  
Income (loss) per ordinary share (basic)
  0.23     0.38     0.92  
Cash dividends declared per ordinary share
              0.18  
Book value per ordinary share
  5.74     5.39     5.36  
 
                 
    As of and for the
 
    six months ended
 
    June 30,  
    2010     2009  
 
Prisa — Historical:
               
Income (loss) per ordinary share from continuing operations
  0.28     0.13  
Income (loss) per ordinary share (basic)
  0.28     0.12  
Cash dividends declared per ordinary share
           
Book value per ordinary share
  6.23     5.74  
 


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    As of and for the
    As of and for the
 
    six months ended
    year ended
 
    June 30, 2010     December 31, 2009  
    Minimum
    Maximum
    Minimum
    Maximum
 
    Cash Elections     Cash Elections     Cash Elections     Cash Elections  
 
Prisa — Pro Forma Combined:
                               
Income (loss) per ordinary share from continuing operations (basic)
  0.017     0.032     (0.052 )   (0.038 )
Income (loss) per ordinary share from continuing operations (diluted)
  0.016     0.029     (0.047 )   (0.034 )
Cash dividends declared per ordinary share
                       
Book value per ordinary share
  2.15     2.28     1.93     2.33  
 
                 
    As of and for the
 
    year ended
 
    December 31,  
    2009     2008  
 
Liberty — Historical:
               
Income per common share subject to possible redemption, basic and diluted
  $ 0.02     $ 0.03  
Income (loss) per common share not subject to possible redemption, basic
  $ 0.01     $ 0.12  
Income (loss) per common share not subject to possible redemption, diluted
  $ 0.01     $ 0.10  
Cash dividends declared per common share
           
Book value per common share
  $ 5.39     $ 5.39  
 
                                 
    As of and for the
    As of and for the
 
    six months ended
    year ended
 
    June 30, 2010     December 31, 2009  
    Minimum
    Maximum
    Minimum
    Maximum
 
    Cash Elections     Cash Elections     Cash Elections     Cash Elections  
 
Liberty — Pro Forma Per Share Equivalent(1):
                               
Income (loss) per Liberty share from continuing operations (basic)
  0.026     0.048     (0.078 )   (0.057 )
Income (loss) per Liberty share from continuing operations (diluted)
  0.024     0.044     (0.047 )   (0.051 )
Cash dividends declared per ordinary share
                       
Book value per ordinary share
  3.23     3.42     2.90     3.50  
 
 
(1) Amounts are calculated by multiplying unaudited Prisa pro forma combined per share amounts by 1.5, the Prisa Class A ordinary share exchange ratio in the transaction.

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MARKET INFORMATION
 
The following table presents the closing sales prices of Prisa ordinary shares, as reported by the Spanish Continuous Market Exchange (in euros and converted into U.S. dollars) and Liberty units, common stock and warrants, as quoted by the NYSE Amex, on (i) February 24, 2010, the last trading day for which market information is available before Liberty issued a public statement confirming discussions between Liberty and Prisa regarding a potential business combination, (ii) March 4, 2010, the last trading day before Prisa and Liberty announced the execution of the original business combination agreement dated March 5, 2010, (iii) May 6, 2010, the last trading day before Prisa and Liberty announced the execution of the third amendment to the original business combination agreement dated March 5, 2010, (iv) August 3, 2010, the last trading day before Prisa and Liberty announced the execution of the amended and restated business combination agreement, and (v) [ l ], 2010, the last practicable trading day prior to the date of this proxy statement/prospectus. The exchange rate used to convert the price of Prisa ordinary shares from its closing sales price in euros into U.S. dollars is the closing spot rate published by Bloomberg on the date for which the price is reported. The exchange rate used has also been included in the table below.
 
                                                 
    Prisa
       
    Ordinary Shares     Liberty  
    Euros per
    Exchange
    U.S. Dollars
          Common
       
Date
  Share     Rate ($/€)     per Share     Units     Stock     Warrants  
                      (U.S. dollars per security)  
 
February 24, 2010
  3.38       1.35     $ 4.58     $ 10.39 (1)   $ 9.73     $ 0.61 (2)
March 4, 2010
  3.26       1.36     $ 4.43     $ 10.37     $ 9.79     $ 0.62  
May 6, 2010
  2.54       1.26     $ 3.20     $ 10.70 (3)   $ 9.98     $ 1.25  
August 3, 2010
  2.29       1.32     $ 3.03     $ 10.40 (4)   $ 9.95     $ 1.22  
l ], 2010
   [ l ]       l ]     $  [ l ]     $  [ l ]     $  [ l ]     $  [ l ]  
 
 
(1) The closing sales price on February 19, 2010 was used as no trades occurred on February 23 or 24, 2010.
 
(2) The closing sales price for warrants on February 23, 2010.
 
(3) The closing sales price on May 5, 2010 was used as no trades occurred on May 6, 2010.
 
(4) The closing sales price on August 2, 2010 was used as no trades occurred on August 3, 2010.
 
You are encouraged to obtain current market quotations prior to making any decision with respect to this transaction.  The market price of Prisa ordinary shares, and of Liberty units, common stock and warrants will fluctuate between the date of this proxy statement/prospectus and the completion of the business combination. Liberty and Prisa can give no assurance concerning the market price of Prisa ordinary shares, or of Liberty units, common stock or warrants before or after the effective date of the business combination. In addition, because there is currently no trading market for Prisa Class B convertible non-voting shares, Liberty and Prisa can give no assurance as to the market price of these shares after the effective date of the business combination.
 
Following the effective time of the share exchange, Prisa ordinary shares will continue to trade on the Spanish Continuous Market Exchange as Prisa Class A ordinary shares under the symbol “PRS.MC.” In addition, Prisa ordinary ADSs and Prisa convertible non-voting ADSs, representing Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares, are expected to be listed and begin to trade as soon as practicable thereafter on the New York Stock Exchange, under the symbols ‘‘PRIS.A” and “PRIS.B.”


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EXCHANGE RATES
 
The following tables show, for the periods indicated, information concerning the exchange rate between the U.S. dollar and the euro. This information is provided solely for your convenience and Prisa and Liberty do not represent that euros have been converted into U.S. dollars at these rates or at any other rate. These rates may differ from the rates used by Prisa in the preparation of its consolidated financial statements or other financial information appearing in this proxy statement/prospectus.
 
The data provided in the following tables are expressed in U.S. dollars per euro and are based on the closing spot rates as published by Bloomberg at 5:00 p.m. (New York time) on each business day during the period.
 
On March 4, 2010, the last trading day before Prisa and Liberty announced the execution of the business combination agreement, the exchange rate between the U.S. dollar and the euro expressed in U.S. dollars per euro was $1.358 = €1.000. On March 5, 2010, the day of the public disclosure of the business combination, the exchange rate between the U.S. dollar and the euro expressed in U.S. dollars per euro was $1.363 = €1.000. On [ l ], 2010, the most recent practicable day prior to the date of this proxy statement/prospectus, the exchange rate was $[ l ] = €1.000.
 
                                 
    High     Low     Average(1)     Period End  
    (U.S. dollars per euro)  
 
Annual Data (Year Ended December 31)
                               
2005
    1.347       1.167       1.244       1.184  
2006
    1.334       1.182       1.257       1.319  
2007
    1.487       1.289       1.371       1.459  
2008
    1.599       1.245       1.471       1.397  
2009
    1.513       1.253       1.395       1.433  
 
                                 
    High   Low   Average(1)   Period End
    (U.S. dollars per euro)
 
Interim Data (Six Months Ended June 30)
                               
2010
    1.451       1.192       1.314       1.224  
 
 
(1) The average rates for the interim and annual periods were calculated by taking the simple average of the exchange rates on the last business day of each month during the relevant period.
 
                 
    High     Low  
    (U.S. dollars per euro)  
 
Recent Monthly Data
               
January 2010
    1.451       1.386  
February 2010
    1.396       1.351  
March 2010
    1.377       1.327  
April 2010
    1.369       1.312  
May 2010
    1.320       1.218  
June 2010
    1.239       1.192  
July 2010
    1.308       1.253  
August 2010
    1.328       1.263  
September 2010
    1.364       1.268  


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This proxy statement/prospectus contains a number of forward-looking statements, including statements about the financial conditions, results of operations, earnings outlook and prospects of Prisa and Liberty and may include statements for the period following the consummation of the business combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
 
The forward-looking statements are based on management’s current expectations and are inherently subject to uncertainties and changes in circumstance and their potential effects and each speaks only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Prisa or Liberty and the following:
 
  •  the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement;
 
  •  the outcome of any legal proceedings that may be instituted against Prisa, Liberty and others following announcement of the business combination agreement and transactions contemplated therein;
 
  •  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;
 
  •  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;
 
  •  the risk that the proposed business combination disrupts current plans and operations of Prisa as a result of the announcement and consummation of the transactions contemplated by the business combination agreement;
 
  •  the ability to recognize the anticipated benefits of the combination of Prisa and Liberty;
 
  •  costs related to the proposed business combination;
 
  •  the fluctuation of the market value of ordinary shares of Prisa;
 
  •  the limited liquidity and trading of Liberty’s securities;
 
  •  geopolitical risk and changes in applicable laws or regulations;
 
  •  the possibility that Prisa and/or Liberty may be adversely affected by other economic, business, and/or competitive factors;
 
  •  Liberty’s ability to complete a business combination with one or more target businesses, including the business combination with Prisa;
 
  •  Liberty’s limited pool of prospective target businesses, including if the proposed business combination fails to close;
 
  •  financial performance;
 
  •  operational risk;


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  •  litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Prisa’s resources;
 
  •  fluctuations in exchange rates in the various countries in which Prisa operates and in the exchange rate used to convert U.S. dollars to euros, in particular;
 
  •  foreign currency risk as a result of fluctuations in the various currencies in which Prisa’s bank borrowings and debts to third parties are denominated; and
 
  •  the risks that the closing of the business combination is substantially delayed or does not occur.
 
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
 
All subsequent written and oral forward-looking statements concerning the business combination or other matters addressed in this proxy statement/prospectus and attributable to Prisa or Liberty or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Prisa and Liberty undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.


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RISK FACTORS
 
You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the business combination proposal and the warrant amendment proposal and whether to make a cash election or a mixed consideration election.
 
Risks Relating to Prisa’s Financial Position and Management of Liquidity
 
Prisa has a significant amount of indebtedness, which may adversely affect the cash flow of Prisa and the ability of Prisa to operate its businesses, remain in compliance with debt covenants and make payments on its indebtedness.
 
Prisa has significant financial obligations, as summarized in “Information About Prisa—Liquidity and Capital Resources.” As of December 31, 2009, Prisa’s bank borrowings amounted to €4.714 billion (December 31, 2008: €4.880 billion). As of June 30, 2010, Prisa’s bank borrowings amounted to €4.496 billion.
 
Prisa’s borrowing levels pose significant risks, including:
 
  •  increasing Prisa’s vulnerability to general economic downturns and adverse industry conditions;
 
  •  requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the indebtedness, therefore reducing Prisa’s ability to use its cash flow to fund its operations, capital expenditures and future business operations;
 
  •  exposing Prisa to the risk of increased interest rates as most of the borrowings are at variable rates of interest; and
 
  •  limiting Prisa’s ability to adjust to changing market conditions and placing Prisa at a disadvantage compared to competitors who have less debt.
 
Further, if Prisa’s operating cash flow and capital resources are insufficient to service its debt obligations, it may be forced to sell assets, seek additional equity or debt capital or further restructure its debt. However, these measures might be unsuccessful or inadequate in permitting Prisa to meet scheduled debt service obligations.
 
Prisa’s financial position will be significantly and adversely affected if Prisa is unable to successfully complete the restructuring of its indebtedness.
 
Pursuant to a refinancing master agreement effective as of April 19, 2010, among Prisa, its lenders under the syndicated loan and credit facility and the bridge loan agreement, certain individual lenders under credit facilities of Prisa and its subsidiaries, and HSBC, as administrative agent, Prisa’s lenders have agreed to the restructuring of these loans, including the modification of the terms and conditions of the bridge loan agreement to extend its maturity date. On July 29, 2010, Prisa and those lenders amended the refinancing master agreement to extend the maturing of the bridge loan to November 30, 2010. However, the lenders’ consent to the extension of the maturity date of the bridge loan agreement from November 30, 2010 to May 19, 2013 is subject to a number of conditions. To obtain the extension to May 19, 2013, Prisa must satisfy the following conditions, among others, prior to November 30, 2010:
 
  •  apply the proceeds from the Santillana transaction (which was completed on April 29, 2010) in accordance with the terms of the refinancing master agreement;
 
  •  provide evidence that Prisa has completed the disposal of a minority interest in Media Capital;
 
  •  consummate the business combination and receive proceeds therefrom of not less than €450.0 million at an agreed euro to dollar exchange rate of 1.364 ($613.8 million); and
 
  •  to the extent that a new pledge of shares of Digital+ and Telecinco has been granted, provide evidence that such pledge agreements have been executed.


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Prisa has satisfied the condition that required Prisa to pay €70.0 million of the outstanding amount of the syndicated loan and credit facility by using a portion of the proceeds from the Santillana transaction (see “Use of Proceeds of Restructuring”). If Prisa fails to complete any of the conditions listed above by November 30, 2010, as well as other conditions not listed here (and they are not waived by the lenders), Prisa’s principal indebtedness under the bridge loan agreement will become due. As of December 31, 2009, the outstanding principal amount of the bridge loan was approximately €1.836 billion. As of June 30, 2010, the outstanding principal amount of the bridge loan was approximately €1.758 billion. If Prisa fails to obtain the extension to May 19, 2013, and if does not have sufficient liquidity to repay the bridge loan on November 30, 2010, it would be in default of its indebtedness. Due to cross default provisions with its other debt agreements, this could result in a default on substantially all of its outstanding indebtedness. Such a default would have a significant and materially adverse impact on Prisa’s businesses, results of operations and financial condition.
 
Restrictive covenants in Prisa’s agreements governing Prisa’s indebtedness could adversely affect Prisa’s businesses and operating results by limiting flexibility.
 
The agreements governing the terms of Prisa’s indebtedness contain restrictive covenants and requirements to comply with certain leverage and other financial maintenance tests. Many of these agreements also include cross default provisions applicable to other agreements, meaning that a default under any one of these agreements could result in a default under Prisa’s other debt agreements. These covenants and requirements limit Prisa’s ability to take various actions, including incurring additional debt, guaranteeing indebtedness and engaging in various types of transactions, including mergers, acquisitions and sales of assets. These covenants could place Prisa at a disadvantage compared to competitors, who may have fewer restrictive covenants and may not be required to operate under these restrictions. Further, these covenants could adversely impact Prisa’s businesses by limiting its ability to take advantage of financing, mergers and acquisitions or other opportunities.
 
Prisa’s loans are subject to fluctuations in interest rates which may not be adequately protected, or protected at all, by Prisa’s hedging strategies.
 
The terms of Prisa’s bank debt provide exclusively for variable interest rates, and therefore Prisa is exposed to fluctuations in interest rates (see “Information About Prisa—Liquidity and Capital Resources”). Consequently, Prisa arranges interest rate hedges through contracts providing for interest rate caps (interest rate swap agreements and combination of options). There can be no certainty that Prisa’s hedging activities will be successful or fully protect Prisa from interest rate exposure. If Prisa’s hedging strategy is inadequate or the counterparties to the hedging agreements become insolvent, Prisa may not be capable of fully or partially neutralizing the risks associated with changes in interest rates, which would adversely impact Prisa’s results of operations and financial condition.
 
Fluctuations in foreign exchange rates could have an adverse effect on Prisa’s results of operations.
 
Prisa is exposed to fluctuations in the exchange rates of the various countries in which it operates. Prisa’s foreign currency risk relates mainly to operating income (revenues) generated outside of the European market, results from operations carried on in non-euro zone countries which are tied to the performance of their respective currencies, and financial investments made to acquire ownership interests in foreign companies. In order to mitigate this risk, Prisa arranges hedges to cover the risk of changes in exchange rates (mainly foreign currency hedges, forwards and options) on the basis of its projections and budgets. If the hedging strategy is inadequate or the counterparties in the hedging arrangements become insolvent, Prisa may not be capable of fully or partially neutralizing the risks associated with the changes in the exchange rate, which would adversely impact Prisa’s results of operations and financial condition.
 
Fluctuations in the price of paper could have an adverse effect on Prisa’s results of operations and financial condition.
 
Prisa is exposed to the possibility of fluctuations in its results due to changes in the price of paper, as essential raw material for certain of its production processes. Paper is the main raw material of Prisa’s printed


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media. In 2009 and for the first half of 2010, paper purchase expenses represented 3.7% and 3.0%, respectively, of Prisa’s total consolidated operating expenses in that year (without considering charges for depreciation and amortization or impairment losses). Prisa has established a program for strategically monitoring changes in paper prices, the aim of which, bearing in mind the cyclical nature of changes in paper prices, is to hedge the price of a percentage of the volume of paper that Prisa is expected to consume in the medium term. However, an increase in those prices or an interruption of supply could adversely affect Prisa’s press and book publishing businesses and, therefore, adversely impact Prisa’s businesses, results of operations and financial position.
 
Prisa may not be able to use significant tax credits if the subsidiary at which the loss arose does not generate sufficient income.
 
At June 30, 2010, Prisa has recognized tax assets amounting to €1,317.8 million in Prisa’s consolidated financial statements. Of this amount, €1,003.5 million relates to tax assets recorded at a 30% rate arising from tax loss carryforwards as a result mainly of prior years’ losses (totaling €3,343.3 million) of the Sogecable companies. The deadline for recovering these tax assets by offsetting them against future profits is 15 years from the tax year in which they were generated (or of the year in which the company concerned first earns a profit, which is the case with DTS). Since these assets were earned mainly by companies outside the scope of the Prisa consolidated tax group, they will have to be recovered outside of this scope, i.e., they will have to be offset against the individual profits of each company at which they arose. Of the remainder, €282.2 million, relates mainly to investment tax credits which are deducted from the income tax charge. These credits correspond mainly to tax credits for export activities recognized by Prisa, various Santillana companies and Cadena SER.
 
Tax credits for export activities consist of earning a tax credit amounting to 25% of the investments of Prisa in foreign entities that promote the exports of goods and/or services and which meet certain requirements. The deadline for taking these credits against future profits, in accordance with the Corporation Tax Law, is 10 years from the date on which they were earned. In addition to this deadline, restrictions apply as to the amount that may be used each year, to the extent that, of the balances available for use, credits corresponding to only 35% of the gross tax payable (resulting, in turn, from 30% of the taxable profit less double taxation tax credits) in that year may be used. Certain of these unused tax credits were earned outside the scope of the Prisa consolidated tax group and, therefore, they will have to be recovered outside of this scope, i.e., they will have to be taken against the individual profits of each company at which they arose.
 
Should Prisa’s businesses fail to produce sufficient profits in the future against which these tax credits (tax loss carryforwards and tax credits) may be used within the time horizon indicated above, this could significantly impact Prisa’s results of operations and financial condition.
 
A significant portion of the tax credits for export activities generated in the past at Prisa, totaling €253 million, has been questioned in various tax audits, since the tax authorities considered that the requirements for use of this tax benefit had not been met and, therefore, the tax credits were disallowed by the tax inspectors. Prisa does not concur with the position of the tax authorities and has filed the relevant appeals, awaiting judgment, some of which have reached the Supreme Court of Spain and others are still at the administrative stage. The outcome of the current court proceedings and other proceedings that may arise from the tax credits reported might adversely impact Prisa’s results of operations and financial condition.
 
Prisa has guaranteed certain significant obligations of Dédalo Grupo Gráfico, S.L. and therefore if Dédalo Grupo Gráfico, S.L. were to default on its obligations, Prisa’s financial position could be significantly affected and Prisa could incur restructuring costs.
 
Prisa accounts for its investment in Dédalo, the head of a group of companies engaging in the printing and copying of texts and mechanical binding, using the equity method. In recent years, Dédalo’s subsidiaries engaging in the printing of magazines and sales brochures using offsetting and photogravure, and in the printing of books, have incurred ongoing losses primarily as a result of increased competition in the printing


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markets in which they operate and the restructuring costs that they incurred in relation to these activities to adjust to the demand in those markets.
 
In 2008, Dédalo and its subsidiaries entered into a syndicated loan and credit agreement for €130 million mainly in order to cover the costs of its restructuring and to cover the operating losses of the photogravure and offsetting businesses. Prisa has guaranteed all the debt and the underlying hedges related to the financing since November 2009.
 
If any of the Dédalo companies were to fail to comply with their financial obligations or to successfully restructure the printing business, this could adversely impact Prisa’s businesses, results of operations and financial position.
 
Risks Relating to Prisa and the Industries in Which Prisa Operates
 
Economic conditions may adversely affect Prisa’s businesses and customers, which could adversely affect Prisa’s results of operations and financial condition.
 
Spain and other countries where Prisa operates have experienced slowdowns and volatility in their economies. This downturn has led to, and could further lead to, lower spending for Prisa’s products and services by customers, including advertisers, subscribers, licensees, retailers, and other consumers of Prisa’s content offerings and services. In addition, in unfavorable economic environments, Prisa’s business customers may have difficulties obtaining capital to finance their ongoing businesses and operations and may face insolvency, all of which could impair their ability to make timely payments and continue operations. Prisa cannot predict the duration and severity of weakened economic conditions and such conditions and resultant effects could adversely impact Prisa’s businesses, results of operations and financial condition.
 
A decline in advertising expenditures could cause Prisa’s revenue and operating results to decline significantly in any given period or in specific markets.
 
A significant portion of Prisa’s operating income (revenues) depends on the revenues generated from the advertising market through its Press, Radio and Audiovisual businesses, together with the digital business activities that it operates across all business areas. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions, as well as budgeting and buying patterns. A decline in the economic prospects of advertisers or the economy in general could alter current or prospective advertisers’ spending priorities. Demand for Prisa’s products is also a factor in determining advertising rates. For example, ratings points for Prisa’s radio stations, television audience levels and circulation levels for Prisa’s newspapers are factors that are weighed when determining advertising rates. A drop in advertising revenue could adversely impact Prisa’s net income, its businesses, results of operations and financial condition.
 
The use of alternative means of delivery for newspapers and magazines may adversely affect Prisa’s businesses.
 
Revenue in the newspaper and magazine publishing industry is dependent primarily upon advertising revenue, subscription fees and sale of copies. The use of alternative means of delivery, such as free Internet sites, for news and other content has increased significantly in recent years. Should significant numbers of customers choose to receive content using these alternative delivery sources rather than through Prisa’s product offerings, Prisa may face a long-term decline in circulation, which may adversely impact Prisa’s revenue, results of operations and financial condition.
 
The industries in which Prisa operates are highly competitive and Prisa may not successfully react to competitors’ actions.
 
The press, radio, education, audiovisual, digital, media distribution, advertising and publishing industries in which Prisa operates are highly competitive. To compete effectively in these industries Prisa must successfully market its products and react appropriately to its competitors’ actions, both by launching new products or services and by adjusting its pricing strategies. Such rigorous competition poses an ongoing


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challenge to Prisa’s ability to increase audience share, increase sales, retain Prisa’s present customers, attract new customers and improve Prisa’s profit margins.
 
Furthermore, the regulatory policies of many countries in which Prisa conducts business tend, where possible, to enable increased competition in most of the industries in which Prisa operates. These counties have in the past granted, and can be expected to continue to grant, new licenses enabling the entry of new competitors into the marketplace. Such entry has the potential to reduce Prisa’s revenues or make its operations less profitable.
 
Prisa may not be capable of competing successfully with current or future industry participants, and the entry of new competitors into the industries in which Prisa currently operates may reduce Prisa’s revenue, market share or profitability. Any of these events could have an adverse impact on Prisa’s businesses, results of operations and financial condition.
 
Prisa may fail to adequately evolve its business strategy as the industry segments in which it competes further mature.
 
Prisa’s principal lines of business, specifically, its press, radio, education, audiovisual, digital, media distribution, advertising and publishing operations, are conducted in mature industry segments typified by moderate growth rates (or, in some cases, declining demand), standardized product offerings, a significant number of competitors and difficulties in developing and offering new products and services to consumers.
 
Advertising revenues represent a significant portion of Prisa’s revenue (28% of Prisa’s total revenues as of December 31, 2009 and 31% of total revenues as of June 30, 2010). According to July 2010 Zenith Optimedia estimates, advertising expenditure in Spain is expected to decline by 1.7% in 2010 and to grow by 3.6% and 7.8% in 2011 and 2012, respectively, which represents a 3.2% compound annual rate for 2010-2012. This same source estimates that advertising expenditure in television in Portugal will grow by 4.1%, 5.0% and 9.1% in 2010, 2011 and 2012 respectively and advertising expenditure in radio in Latin America will grow by 7.7%, 7.7% and 6.9% in 2010, 2011 and 2012 respectively.
 
According to the PricewaterhouseCoopers Global Entertainment and Media Outlook 2009-2013 Report, the digital component of newspaper advertising revenue in Spain is estimated to grow at a 12.5% compound annual rate. However, daily newspaper unit paid circulation in Spain is expected to decline by 0.4% compound annual rate.
 
Sales of books and training represented 19% of Prisa’s total revenues for the year ended December 31, 2009 and for the six months ended June 30, 2010. Regarding the total spending in the print educational book market, the report shows that Spain is the only country in Western Europe expected to grow in this period 2009-2013 (+1.3%). In Latin America, the report expects a 0.8% compound annual rate over the same period.
 
Revenue from subscribers represented 31% of Prisa’s total revenues for the year ended December 31, 2009 and 30% of total revenues for the six months ended June 30, 2010. In relation to the pay television subscription market, the report states that the strong competition in the sector has cut into subscription TV household growth during the past three years in the EMEA (Europe, Middle East and Africa) region. Also the deteriorating economic environment is expected to further cut into subscription household growth, with a slower take-up rate for new subscriptions and cutbacks in premium services, pay-per-view and video-on-demand. In 2010, the growth in subscription TV household in the EMEA region is expected to reach 1.9%. As economic conditions improve, the report expects a 4.2% increase in 2011 and more than a 5% increase during 2012-2013 in this region.
 
Prisa must adopt new corporate strategies to adequately address the challenges posed by this competitive climate. These new strategies may include capturing the benefits of economies of scale, cost reduction, better use of production capacity, increased employee productivity and achieving product and service differentiation through innovative marketing, product design, customer service and organization, among others, to provide Prisa with a competitive edge over the other industry participants and enhance the effectiveness of its response to customer demands.


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Prisa’s failure to adapt strategically to the continuing maturity of the industries in which it operates or to adopt appropriate business strategies in the future could result in the loss of Prisa’s current market share and, consequently, could adversely impact its businesses, results of operations and financial condition.
 
Prisa is exposed to liability stemming from the contents of its publications and programming.
 
Although Prisa attempts to verify the lawfulness of the contents of its publications, programs and broadcasts, Prisa cannot assure that third parties will not bring claims against Prisa in connection with its public dissemination of publications and the broadcasting of programs, and Prisa may be required to publish corrections to any such broadcasts or publications.
 
Prisa may be ordered to pay damages, retract statements or restrict the content of its publications or programs if Prisa is found to have infringed third party rights, any of which could adversely impact Prisa’s businesses, results of operations and financial condition.
 
The transition to digital television transmission in Spain has led to new costs and increased competition.
 
The National Transition Plan approved by the Spanish Cabinet on September 7, 2007 required providers of terrestrial television service utilizing analog technology to phase out their analog broadcasting, and to complete the transition to exclusively digital technology by April 2010. Although the costs of obtaining digital licenses and migrating to digital technology were not significant, the increase in ongoing operating costs resulting from the transition to an all-digital network is considerable, including for signal transmission and costs relating to program improvements. Furthermore, the number of broadcast channels will likely increase considerably as a result of the transition to digital technology, enabling both new and pre-established television channels to provide similar coverage to that provided by Prisa, and thereby considerably increasing the number of potential competitors Prisa may face in the Spanish television market. This increased competition could lead to a significant reduction in Prisa’s market share and adversely impact its businesses, results of operations and financial condition.
 
Prisa operates in highly regulated industries and is therefore exposed to legislative, administrative and regulatory risks that could adversely impact its businesses.
 
Prisa’s businesses are subject to comprehensive regulations as described in “Information About Prisa—Regulation,” including the requirement to maintain concessions and licenses for Prisa’s operations in its Audiovisual and Radio segments. Changes in the applicable laws or regulations, or in their interpretation, may occur and may substantially impact Prisa’s business operations, including by requiring changes to Prisa’s business methods, increasing Prisa’s costs of doing business or by forcing Prisa to cease conducting business in those segments. There can be no assurance that the regulatory environment in which Prisa operates will not change significantly and adversely in the future.
 
Television & Radio
 
Prisa’s radio and television operations in both Europe and Latin America are subject to government regulation and are conducted under revocable administrative concessions or licenses. Applicable radio and television regulations cover, among other matters, minimum coverage, necessary technical specifications, program content and permissible advertising. The regulations also cover the ownership and transfer of equity interests in companies engaged in the regulated activities.
 
Prisa provides a considerable portion of its services under licenses or concessions granted by the governments and administrative bodies of the countries in which Prisa operates. These licenses and concessions require Prisa to comply with the imposed terms and conditions, including with specified investment commitments and established geographic coverage requirements, and to meet established service quality standards. The performance of such obligations is frequently secured by guarantees. In the event of any failure to comply with applicable law or the terms and conditions of a license or a concession, the supervising authorities may review or revoke the license or concession or impose penalties on Prisa. The continuity and the terms of the licenses and concessions are subject to review by the relevant regulatory bodies and the


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regulators may also construe, amend or terminate a license or a concession without notice. In the event of termination of a concession or license, Prisa may not have access to any meaningful means of redress and termination could significantly adversely affect its business, results of its operations and financial condition.
 
Prisa’s business and its ability to meet the targets established by its strategic plan would be adversely affected in the event that any new legislation or regulations impose more restrictive provisions or more burdensome compliance requirements than those presently in effect or otherwise significantly quantitatively or qualitatively impact any of Prisa’s licenses or concessions, or if such licenses or concessions were not to be renewed or are revoked, thereby negatively impacting Prisa’s businesses, results of operations and financial condition.
 
Publishing
 
Prisa’s book publishing operations are subject to both general legislation applicable to book publishing as well as legislation regulating the publication of educational materials specifically applicable to textbooks. In addition, in Spain, Autonomous Community legislation (legislation by principal governmental bodies responsible for primary and secondary education, universities and higher education and other state-funded education) imposes various obligations on publishers of educational material and textbooks, and the legislation enacted in support of these functions is extensive. Should Prisa breach any of its statutory obligations with respect to the publication of educational materials and textbooks, penalties could be imposed on it and its textbooks and other educational material could be declared unsuitable. Moreover, the increased adoption of book lending in schools by the Spanish Autonomous Communities is likely to entail a reduction in sales. All of these developments could adversely impact Prisa’s businesses, results of operations and financial condition.
 
Prisa’s operations outside of Spain subject Prisa to risks typical to investments in countries with emerging economies.
 
For the year ended December 31, 2009 and for the six months ended June 30, 2010, approximately 15% and 18%, respectively, of Prisa’s total income was derived from operations in Latin America.
 
Various risks typical to investments in countries with emerging economies could adversely affect Prisa’s operations and investments in Latin America, the most significant of which include:
 
  •  the possible devaluation of foreign currencies or introduction of exchange restrictions, or other restrictions imposed on the free flow of capital across borders;
 
  •  the potential effects of inflation and/or the possible devaluation of local currencies, which could lead to equity deficits at Prisa subsidiaries operating in these countries and require Prisa either to recapitalize the affected subsidiaries or wind-up the operations of any such affected subsidiary;
 
  •  the potential for foreign government expropriation or nationalization of Prisa’s foreign assets;
 
  •  the potential for substantial changes in applicable foreign tax levels or the introduction of new foreign taxes or levies;
 
  •  the possibility of changes in policies and/or regulations affecting the economic climate or business conditions of the foreign markets in which Prisa operates; and
 
  •  the possibility of economic crises, economic instability or public unrest, which could have an adverse effect on Prisa’s operations in those countries.
 
Any of the above circumstances could adversely impact both Prisa’s ability to grow its operations in the affected countries and Prisa’s results of operations and financial position.
 
If Prisa does not successfully respond to the rapid technological changes that characterize Prisa’s businesses, its competitive position may be adversely impacted.
 
In order to maintain and increase its competitive edge and its business, Prisa must adapt to technological advances, for which research and development are key factors. Technological changes could give rise to new


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competitors in various Prisa businesses and provide new opportunities for existing competitors to increase market share at Prisa’s expense. Consequently, should Prisa fail to keep sufficiently abreast of the current and future technological developments in the industry, this could adversely impact its businesses, results of operations and financial condition, as well as Prisa’s capacity to achieve its business, strategic and financial objectives.
 
Losses in excess of insurance, or losses resulting in increases to insurance premiums or failure to renew, could have an adverse effect on Prisa’s business, financial condition or results of operations.
 
Although all of the Prisa companies maintain insurance policies with scope and coverage which Prisa believes to be consistent with industry practices, Prisa’s businesses, financial condition or results of operations could be significantly adversely affected by any exposure to a significant uninsured risk, any incurrence of losses significantly exceeding Prisa’s insurance coverage, or any considerable increase in Prisa’s insurance premiums due to claims in any given year significantly exceeding the historical level of claims.
 
Furthermore, as Prisa’s insurance policies are subject to annual renewal, Prisa may not be able to renew its existing policies on similar or favorable terms and conditions, if at all.
 
Prisa is subject to material litigation that, if unfavorably determined, could adversely impact Prisa’s results of operations or financial condition.
 
As of the date of this proxy statement/prospectus, Prisa is a party to various lawsuits, as summarized in “Information About Prisa—Legal Proceedings.” Since these proceedings are in progress, Prisa cannot reliably anticipate the outcome thereof, nor can it therefore assess the consequences of the possible enforcement of a judgment the ramifications of which are unknown. A judgment adverse to the interests of Prisa or its subsidiaries could adversely impact Prisa’s businesses, results of operations and financial condition. Moreover, even if claims brought against Prisa are unsuccessful or without merit, Prisa is required to defend itself against such claims. The defense of any such actions may be time-consuming and costly and may distract Prisa’s management’s attention.
 
Negative developments in the market for pay television could have an adverse effect on Prisa’s results of operations due to Prisa’s significant dependence on this business segment.
 
In 2009, Prisa revenues from the Spanish pay television market through Digital+ accounted for 39.0% of Prisa’s operating income (revenues). Prisa’s share of the total pay television market in Spain in terms of revenues is 69.9%, according to the 2009 annual report of the Spanish Telecommunications Market Commission. The growth and profitability of the Digital+ business are dependent on developments in the pay television industry as a whole, as well as on changes in the film production and distribution industry. Industry developments impact:
 
  •  Prisa’s ability to stimulate pay television consumption, win new subscribers and increase the rate of penetration of pay television among homes with televisions; and
 
  •  Prisa’s ability to ensure the future continuity of the supply of television programming produced by third parties.
 
Should the market for pay television suffer a downturn or a significant reduction in subscribers, this would adversely impact Prisa’s results of operations and financial condition.
 
Prisa’s business depends on a number of third-party infrastructures and technological systems for the provision of services to subscribers and any breakdown therein could interrupt those services.
 
Currently, Sogecable has contracts for the supply of satellite transmission services with the operators Hispasat, S.A. and Société Europeene des Satellites, S.A., or SES ASTRA. The provision by Sogecable of satellite television services through Digital+ depends on these supply contracts remaining in force. The revocation, termination or failure to renew these contracts could prevent Sogecable from providing its subscribers with satellite television services and could lead to an interruption in these services and adversely impact Prisa’s businesses, results of operations and financial condition.


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Risks Related to the Business Combination
 
Liberty’s current directors either directly or beneficially own shares of Liberty common stock and warrants and have other interests in the business combination that are different from, or in addition to, yours. If the proposed business combination is not approved, the securities held by them will likely become worthless.
 
Liberty’s sponsors, Berggruen Holdings and Marlin Equities, have agreed to act together for the purpose of acquiring, holding, voting or disposing of Liberty shares of common stock and are deemed to be a “group” for reporting purposes under the Exchange Act. As of the record date, Liberty’s sponsors and their affiliates beneficially own, in the aggregate, approximately 20% of the issued and outstanding shares of Liberty common stock. Mr. Berggruen is deemed to beneficially own 9.9% of the issued and outstanding shares of common stock, and Mr. Franklin is deemed to beneficially own 9.9% of the issued and outstanding shares of common stock. All of the shares of Liberty common stock that they are deemed to beneficially own and control are owned indirectly through their respective affiliates.
 
In addition, Liberty’s founders beneficially own warrants to purchase 24,937,500 shares of Liberty common stock, or approximately 32.5% of the total outstanding warrants. Of these warrants, 12,937,500 were purchased by Liberty’s founders as part of the founders’ units in a private placement for an aggregate purchase price of $25,000 for such founders’ units, and 12,000,000 were purchased by Liberty’s sponsors for $12.0 million immediately prior to the consummation of Liberty’s IPO. In light of the amount of consideration paid, and, notwithstanding that, pursuant to the sponsor surrender agreement, the sponsors will be required to sell all of their warrants (approximately 28.4 million) and between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration immediately prior to the consummation of the business combination, the founders will likely significantly benefit from the consummation of the business combination, even if the business combination causes the market price of Liberty’s securities to significantly decline. Furthermore, the $12.0 million purchase price of the 12,000,000 sponsors’ warrants will be included in the working capital that is distributed to the Liberty public stockholders in the event of Liberty’s dissolution and liquidation. This may influence the founders’ motivation for promoting the business combination and/or soliciting proxies for the approval and adoption of the business combination proposal and approval of the warrant amendment proposal. Liberty’s common stock and warrants held by the founders had an aggregate market value (without taking into account any discount that may be attributed to such securities due to their restricted nature or any exercise limitations of the founders’ warrants) of $[ • ] based on the closing sale prices of $[ • ] and $[ • ], respectively, on the NYSE Amex on [ • ], 2010. These securities are subject to lock-up agreements and the founders have waived any rights to receive any liquidation proceeds that may be distributed upon Liberty’s liquidation in respect of shares they acquired prior to Liberty’s IPO. Therefore, if either the warrant amendment proposal is not approved by the Liberty warrantholders or the business combination proposal is not approved by the Liberty stockholders, and Liberty is required to commence proceedings to dissolve and liquidate, the shares and warrants held directly or beneficially by the founders will be worthless.
 
In addition, in considering the recommendation of Liberty’s board of directors elsewhere in this proxy statement/prospectus to vote “FOR” the business combination proposal and “FOR” the warrant amendment proposal, you should also be aware that (i) it is currently anticipated that Messrs. Berggruen and Franklin, each of whom is a current member of Liberty’s board of directors, will each be a director of Prisa following the business combination and will be compensated for such service in the same manner as the other directors of Prisa, and (ii) if the business combination proposal is not approved and Liberty has not completed an alternative business combination by December 12, 2010, the shares of common stock and warrants held by Liberty’s directors will be worthless because Liberty’s directors are not entitled to receive any of the net proceeds of Liberty’s IPO that may be distributed upon liquidation of Liberty.
 
In addition, if Liberty dissolves and liquidates prior to the consummation of a business combination, Messrs. Berggruen and Franklin, pursuant to certain written agreements executed in connection with Liberty’s IPO, will be personally liable for any successful claims made by various vendors of Liberty for services rendered or products sold to Liberty and by potential target businesses who entered into written agreements,


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such as a letter of intent or confidentiality agreement, with Liberty and who did not waive all of their rights to make claims against the proceeds in the trust account.
 
Liberty’s directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Liberty’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the trust account, unless a business combination is consummated. Liberty’s directors have, as part of the business combination, negotiated the repayment of some or all of any such expenses, insofar as the business combination agreement permits up to approximately $44.6 million of funds in the trust account to be applied to deferred underwriting fees and commissions and Liberty’s transaction expenses.
 
These personal and financial interests of the directors may have influenced their decision as members of the board of directors to approve and adopt the business combination agreement and the warrant agreement amendment. In considering the recommendations of the board of directors to vote “FOR” the adoption of the business combination proposal and the warrant amendment proposal, you should consider these interests. Additionally, the exercise of the directors’ discretion in agreeing to changes or waivers in the terms of the business combination agreement or the warrant agreement amendment prior to the vote by the stockholders or warrantholders, as applicable, may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the stockholders’ or warrantholders’, as applicable, best interest.
 
Because the market price of Prisa ordinary shares will fluctuate and because there is currently no trading market for the Prisa Class B convertible non-voting shares, Liberty stockholders cannot be sure of the value of the consideration they will receive when the business combination is completed, and the value may be less than what you originally paid for your shares of Liberty common stock.
 
If the business combination is completed, Prisa will automatically become the holder and owner of 100% of the outstanding shares of Liberty Virginia common stock and each share of Liberty Virginia common stock for which the holder did not validly exercise redemption rights or elect to receive the $10.00 per share cash alternative will be exchanged for the right to receive consideration consisting of (i) 1.5 Prisa Class A ordinary shares, (ii) 3.0 Prisa Class B convertible non-voting shares, each represented by Prisa ADSs and (iii) $0.50 in cash, as well as cash in lieu of fractional shares. The value of Prisa ADSs may vary significantly from the closing price of Prisa ordinary shares on the date the business combination was announced, on the date the parties entered into the amended and restated business combination agreement, on the date that this proxy statement/prospectus was mailed to Liberty stockholders and warrantholders and on the date of the special meetings of Liberty stockholders and warrantholders, and thereafter. Any change in the market price of Prisa ordinary shares prior to completion of the business combination will affect the market value of the consideration that Liberty stockholders entitled to receive the mixed consideration and warrantholders will receive when the business combination is completed. In addition, no trading market for the Prisa Class B convertible non-voting shares currently exists and therefore Liberty stockholders cannot be sure of the price at which the shares will trade if the business combination is completed. Also, changes in the U.S. dollar to euro exchange rate prior to completion of the business combination will affect the value in U.S. dollars of the consideration that Liberty stockholders entitled to receive the mixed consideration and warrantholders will receive when the business combination is completed. There will be no adjustment to the exchange ratios for changes in the market price of Prisa ordinary shares, Liberty common stock or the U.S. dollar/euro exchange rate. Neither Liberty nor Prisa is permitted to terminate the business combination agreement or resolicit the vote of either company’s shareholders solely because of changes in the market prices of either company’s stock.
 
The market value of the mixed consideration and the consideration in the warrant exchange and the U.S. dollar/euro exchange rate will also continue to fluctuate following completion of the business combination. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Prisa’s businesses, operations and prospects, and regulatory considerations. The market for shares of companies in Prisa’s industry may be volatile. Many of these factors are beyond Prisa’s control. You should obtain current market quotations for Prisa ordinary shares (and the U.S. dollar to euro exchange rate) and for shares of Liberty common stock.


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Therefore, the value of the Prisa ADSs you receive in the business combination, either upon or after the completion of the business combination, may be lower than what you originally paid for your corresponding shares of Liberty common stock prior to the business combination.
 
Because Prisa is a holding company and its assets are held primarily by its subsidiaries, Prisa may not be able to pay dividends on its Class B convertible non-voting shares, even if it has sufficient distributable profits on a consolidated basis to make such payments.
 
The Prisa Class B convertible non-voting shares to be issued in connection with the business combination will be entitled to receive a minimum annual dividend of €0.175, but only to the extent that Prisa has sufficient “distributable profits” for the applicable year, as that term is defined by the Spanish Companies Law, or sufficient premium reserve created by the issuance of the Prisa Class B convertible non-voting shares. If Prisa has no distributable profits in a given year or insufficient premium reserve created by the issuance of the Prisa Class B convertible non-voting shares, then no dividend will be payable for such year, and if Prisa has distributable profits in a given year or premium reserve created by the issuance of the Prisa Class B convertible non-voting shares which are insufficient to pay the annual dividend in full, then a partial dividend will be paid for such year, up to the amount of such distributable profits and premium reserve created by the issuance of the Prisa Class B convertible non-voting shares (so long as there is no legal restriction against such payment). Any unpaid dividends will accumulate from year to year.
 
Under the Spanish Companies Law, the determination of whether Prisa has distributable profits does not take into account the assets or profits of any of Prisa’s subsidiaries. Prisa is a holding company with no significant operating assets other than through its ownership of shares of, or other interests in, its subsidiaries. Prisa receives substantially all of its operating income from its subsidiaries. Prisa’s subsidiaries are separate and distinct legal entities and they will have no obligation, contingent or otherwise, to pay dividends or distribute any amounts to Prisa, or to otherwise make any funds available to Prisa, to allow Prisa to pay dividends on the Prisa Class B convertible non-voting shares. In addition, the ability of Prisa’s subsidiaries to pay dividends or make distributions to Prisa may be subject to, among other things, applicable laws and/or restrictions contained in agreements or debt instruments to which such subsidiaries are bound. In addition, third parties own substantial interests in certain of Prisa’s subsidiaries and, accordingly, Prisa must share with minority shareholders any dividends paid by these subsidiaries. Prisa had, on a non-consolidated basis, a loss in 2009 and a distributable profit of approximately €37.2 million in 2008.
 
Although Prisa has agreed to propose to its shareholders a resolution requiring Prisa to exercise its voting rights to cause its subsidiaries to deliver distributable profits to Prisa, there can be no assurance that the subsidiaries will be able to distribute such profits to Prisa, or that the amount of the distributable profits will be enough to allow Prisa to pay the minimum annual dividend on the Prisa Class B convertible non-voting shares. As a result, Prisa may not be able to pay all or a portion of the dividend payable on the Prisa Class B convertible non-voting shares, even if Prisa and its subsidiaries, on a consolidated basis, have profits in an amount greater than that needed to pay the minimum annual dividend.
 
The amount of the premium reserve created by the issuance of the Prisa Class B convertible non-voting shares will be fixed prior to closing of the business combination as the difference between the issuance price of the Prisa Class B convertible non-voting shares and the nominal amount of such shares (€0.10). The premium reserve created by the issuance of the Prisa Class B convertible non-voting shares may be reduced as a result of losses in Prisa.
 
In addition any remaining accumulated dividends at the time of conversion (whether voluntary or automatic at the 42-month anniversary of issuance) will be paid on or before the date on which Prisa Class A ordinary shares are delivered in exchange for the converted Prisa Class B convertible non-voting shares to the extent there are distributable profits for the year of conversion or the previous year (if the minimum dividend for such year has not been declared) that are permitted by applicable law to be paid out. At that time, Prisa will determine and pay both the amount of the annual dividend payable for the portion of the year of conversion during which the shares subject to conversion remained outstanding and the amount of dividend that remained accrued at the time of conversion. Any such dividends (whether for the portion of the year of, or accrued at the time of, conversion) that do not become payable at that time due to the lack of sufficient distributable profits for that year or lack of available premium reserve will not thereafter become payable or


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be paid. Assuming the maximum number of Prisa Class B convertible non-voting shares are issued in the business combination (approximately 403 million shares), an aggregate annual minimum dividend of €70.5 million would have been payable on the Prisa Class B convertible non-voting shares for each of 2007, 2008 and 2009. For 2008, Prisa would have been obligated to pay €37.2 million of this amount from available distributable profits and the remaining €33.3 million out of a charge against the premium reserve that would have been created at the time of issuance; for 2009, since Prisa did not have distributable profits for the year, Prisa would have been obligated to pay the entire €70.5 million out of a charge against the premium reserve.
 
If you fail to vote or abstain from voting on the business combination proposal, you may not exercise your redemption rights to cause the redemption of your shares of Liberty common stock for a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s IPO are held, including any interest earned thereon through the date that is two days prior to the date of the special meeting of Liberty stockholders.
 
Stockholders holding shares of Liberty common stock issued in Liberty’s IPO who vote against the business combination proposed may elect to have their shares redeemed for cash equal to a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s IPO are held, including any interest earned thereon through the date that is two days prior to the date of the special meeting of Liberty stockholders. Any stockholder who seeks to exercise this redemption right must, with respect to all its shares, (i) vote against the business combination proposal, (ii) give (and not subsequently withdraw) written notice to Liberty of its election to require Liberty to redeem its shares for cash by marking the appropriate box on its proxy card or delivering the required notice to Liberty at its executive offices and (iii) tender its shares of Liberty common stock in the manner provided in this proxy statement /prospectus, no later than immediately prior to the vote on the business combination proposal at the special meeting of Liberty stockholders (or any adjournment or postponement of the meeting). Any stockholder who fails to vote or who abstains from voting on the business combination proposal (including by failing to give instructions to a broker who holds the stockholder’s shares in “street name”) may not exercise his or her redemption rights and will not receive a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s IPO are held, including any interest earned thereon through the date that is two days prior to the date of the special meeting of Liberty stockholders. However, these Liberty stockholders may still elect to receive the $10.00 per share cash alternative in the business combination by following the instructions in this proxy statement/prospectus.
 
Liberty expects to incur significant costs associated with the business combination, whether or not the business combination is completed, and if Liberty incurs costs in excess of a specified amount, Prisa will not be obligated to consummate the business combination.
 
Whether or not the business combination is completed, Liberty expects to incur significant costs associated with the business combination, including due diligence, legal, accounting and other expenses associated with structuring, negotiating and documenting the business combination. If the parties do not consummate the business combination, and if time permits Liberty to seek an alternative business combination, then the costs Liberty will have incurred with respect to its proposed business combination with Prisa will reduce the amount of cash otherwise available to complete an alternative business combination. Liberty estimates that it will incur significant transaction costs associated with the business combination, which as of June 30, 2010 were approximately $7.3 million in the aggregate, consisting of legal costs of approximately $6.7 million and investment banking expenses of approximately $0.6 million. In addition, if the combination of deferred underwriting fees and commissions and Liberty’s transactions expenses exceeds approximately $44.6 million, then Liberty will have failed to comply with a closing condition contained in the business combination agreement, and Prisa will not be obligated to close the business combination.
 
There are significant limitations on Liberty’s right to make damage claims against Prisa for the breach of any representations and warranties or covenants made by Prisa in the business combination agreement.
 
Liberty does not have a right under the terms of the business combination agreement to make indemnification claims after the closing of the business combination against Prisa under any circumstances including for a breach by Prisa of the representations and warranties made to Liberty or for a violation by Prisa of certain covenants and agreements in the business combination agreement and related documents, and


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in any event, Liberty Virginia (Liberty’s successor) will be a wholly owned-subsidiary of Prisa after the closing.
 
Supermajority and other voting provisions in Prisa’s bylaws, along with the existence of a controlling shareholder group, may have the effect of discouraging potentially interested parties from seeking to acquire Prisa or otherwise influence the outcome of significant matters affecting Prisa’s shareholders.
 
Following the completion of the business combination, Prisa’s bylaws will require a 75% supermajority shareholder vote to approve bylaw amendments, increases or reductions in Prisa’s share capital, mergers and similar extraordinary transactions and, in some cases, the election of directors not nominated by Prisa’s board of directors. Prisa’s controlling shareholder group, which currently controls over 70% of the total outstanding share capital of Prisa, is expected to control over 30% of Prisa’s total voting power immediately upon completion of the business combination. As a result, these bylaw provisions may have the effect of rendering more difficult or discouraging an acquisition of Prisa not supported by the controlling shareholder group or otherwise precluding corporate actions that the controlling shareholder group opposes, even if supported by a majority of Prisa’s voting shares.
 
The failure of Prisa’s controlling shareholder group to continue to hold, directly or indirectly, at least 30% of Prisa’s share capital may trigger change of control provisions contained in a material shareholders agreement among shareholders of DTS which Prisa expects its subsidiary Sogecable to enter into.
 
If holders of a sufficient number of Prisa Class B convertible non-voting shares convert their shares into Prisa Class A ordinary shares any time after the completion of the proposed business combination and the existing controlling shareholder group of Prisa does not exercise a sufficient number of its warrants to maintain ownership of, directly or indirectly, at least 30% of Prisa’s Class A ordinary shares, then the change of control provision contained in a material agreement may be triggered pursuant to the definition of “change of control” as defined in such agreement.
 
The terms of the shareholders agreement among the shareholders of DTS expected to be entered into by and among Prisa’s subsidiary Sogecable, Telefónica and Telecinco upon consummation of the sale of a portion of DTS (into which Canal Satélite was merged in March 2010 in order to combine Prisa’s two pay television companies) to each of Telefónica and Telecinco provide that, within 15 days of learning of a change of control of Prisa, each of Telefónica and/or Telecinco may require Sogecable to sell all of its shares in DTS to Telefónica and/or Telecinco, pro rata, at a purchase price to be determined by internationally recognized investment banks chosen by each party. In the event of a change of control, Prisa, through Sogecable, could lose its stake in its pay television business.
 
A change of control of Prisa is defined in the shareholders agreement as (i) the Prisa controlling shareholder group ceasing to own at least 30% of Prisa’s share capital or (ii) the existence of an individual Prisa shareholder or a group of Prisa shareholders (acting jointly through one or more voting agreements) holding an ownership interest in Prisa greater than the ownership interest held by the Prisa controlling shareholder group.
 
The loss of Prisa’s stake in its pay television business would adversely impact Prisa’s results of operations and financial condition.
 
As a “foreign private issuer” under the rules and regulations of the SEC, Prisa is exempt from a number of rules under the Exchange Act and may be permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules.
 
Prisa is considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Prisa is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act; Prisa is not required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS as issued by the IASB, which do not differ from IFRS as adopted by the European Union; and it is not required to comply with Regulation FD, which imposes restrictions on the


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selective disclosure of material information to shareholders. In addition, Prisa’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Prisa Class A ordinary shares. Accordingly, after the business combination, if you continue to hold Prisa ADSs, you may receive less or different information about Prisa than you currently receive about Liberty.
 
Prisa could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Prisa’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Prisa’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Prisa’s assets are located in the United States; or (iii) Prisa’s business is administered principally in the United States. If Prisa loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Prisa would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Prisa’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.
 
Prisa has not previously operated as a foreign private issuer in the United States and fulfilling its obligations as a foreign private issuer after the business combination may be expensive and time consuming.
 
Prisa has not previously been required to prepare or file periodic and other reports with the SEC or to comply with the other requirements of U.S. federal securities laws applicable to public companies, such as Section 404 of the Sarbanes-Oxley Act of 2002. Although Prisa currently maintains separate legal and compliance and internal audit functions, and although Prisa is a public company in Spain with its shares listed on the Spanish Continuous Market Exchange and thus has to comply with the securities laws and regulations that apply to Prisa in Spain (including rules with respect to corporate governance practices, reporting requirements and accounting rules), Prisa has not previously been required to establish and maintain disclosure controls and procedures and internal controls over financial reporting as will be required with respect to a public company with substantial operations and shares registered in the United States.
 
Under the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the rules of the New York Stock Exchange, where Prisa intends to apply for listing of the Prisa ADSs, Prisa may be required to implement additional corporate governance practices and adhere to a variety of reporting requirements and accounting rules. However, as a “foreign private issuer,” Prisa may be exempt from some corporate governance practices, reporting requirements and accounting rules under the rules of the New York Stock Exchange and under the Sarbanes-Oxley Act of 2002. For example, Prisa is permitted to follow its home country corporate governance practices in lieu of the New York Stock Exchange rules with some exceptions so long as it discloses the ways in which its corporate governance practices differ from those followed by U.S. issuers under New York Stock Exchange listing standards. As an additional example, the Sarbanes-Oxley Act of 2002 gives foreign private issuers certain exemptions from the requirement that each member of the foreign private issuer’s audit committee be “independent.”
 
Compliance with obligations from which foreign private issuers are not exempt may require members of Prisa’s management and its finance and accounting staff to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled and may increase Prisa’s legal, insurance and financial compliance costs.
 
Prisa must become compliant with Section 404 of the Sarbanes-Oxley Act of 2002 to the extent it is not already compliant in a relatively short time frame.
 
After completion of the business combination, Section 404 of the Sarbanes-Oxley Act of 2002 will require Prisa to document and test the effectiveness of its internal controls over financial reporting in accordance with an established control framework and to report on its management’s conclusion as to the effectiveness of these internal controls over financial reporting beginning with the fiscal year ending December 31, 2011. Prisa will also be required to have an independent registered public accounting firm test the internal controls over financial reporting and report on the effectiveness of such controls for the fiscal year


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ending December 31, 2011 and subsequent years. In addition, the independent registered public accounting firm will be required to report on the effectiveness of the internal controls. Any delays or difficulty in satisfying these requirements could adversely affect future results of operations and Prisa’s share price.
 
Prisa may incur significant costs to comply with any of these requirements with which it is not currently compliant. Additionally, Prisa may in the future discover areas of internal controls over financial reporting that need improvement, particularly with respect to any businesses acquired in the future. Neither Liberty not Prisa can assure you that remedial measures will result in adequate internal controls over financial reporting in the future. Any failure to implement any required new or improved controls, or difficulties encountered in their implementation, could materially adversely affect its results of operations or could cause Prisa to fail to meet its reporting obligations in the United States. If Prisa is unable to conclude that it has effective internal controls over financial reporting, or if its auditors are unable to provide an unqualified report regarding the effectiveness of internal controls over financial reporting as required by Section 404, investors may lose confidence in the reliability of Prisa’s financial statements, which could result in a decrease in the value of its securities. In addition, failure to comply with Section 404 by the required deadline could potentially subject Prisa to sanctions or investigation by the SEC or other regulatory authorities.
 
There is no guarantee that, once listed, the ADSs will continue to qualify for listing on the exchange for any period of time, and the failure to have the ADSs listed for either reason may negatively affect the value of Prisa ADSs.
 
Prisa intends to seek to have its ADSs approved for listing on the New York Stock Exchange prior to consummation of the business combination so that as soon as practicable following the closing of the business combination, the ADSs can begin trading, and it is a mutual condition to closing of the business combination that the ADSs be admitted to trading only subject to official notice of the issuance of the ADSs. There are no guarantees that, once listed, the Prisa ADSs will continue to qualify for listing on the exchange, and the Prisa ADSs may become subject to trading and other restrictions imposed by the exchange for failure to meet certain listing standards or the ADSs may be delisted by the exchange. If the Prisa ADSs are ever in the future delisted, the holders could face significant consequences, including:
 
  •  a limited availability for market quotations for Prisa’s securities;
 
  •  reduced liquidity with respect to Prisa’s securities;
 
  •  a determination that Prisa’s ADSs are a “penny stock” which will require brokers trading in Prisa ADSs to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Prisa ADSs;
 
  •  limited amount of news and analyst coverage for Prisa in the United States; and
 
  •  a decreased ability to issue additional securities or obtain additional financing in the future.
 
Shareholders may decide to sell Liberty common stock and Prisa shares, which could cause a decline in their market prices.
 
Some holders of Liberty common stock may be disinclined to own shares of a company that is not a U.S. company or has its primary listing outside the United States. This or other factors could result in the sale of shares of Liberty common stock prior to the parties consummating the business combination (in addition to exercises by Liberty stockholders of their redemption rights) or the sale of Prisa ADSs after completion of the business combination. In addition, the market price of Liberty common stock and Prisa ordinary shares and Prisa ADSs may be adversely affected by arbitrage activities occurring prior to completion of the business combination. These sales, or the prospects of such sales in the future, could adversely affect the market price for, and the ability to sell in the market, shares of Liberty common stock before the business combination is completed, Prisa shares before and after completion of the business combination and Prisa ADSs after the completion of the business combination.
 
Prisa may fail to realize all of the anticipated benefits of the business combination.
 
The success of the business combination will depend, in part, on Prisa’s ability to realize the anticipated benefits from the availability of the cash currently in Liberty’s trust account to Prisa following the completion


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of the business combination. To realize these anticipated benefits, Prisa must successfully manage and apply Liberty’s cash, including for the purposes of completing the debt restructuring and the anticipated asset sales as more fully described in “Recent Developments—Recent Developments of Prisa.”
 
Public stockholders at the time of the business combination who purchased their Liberty units in the IPO and do not exercise their redemption rights may pursue rescission rights and related claims.
 
Liberty’s public stockholders may allege that some aspects of the business combination are inconsistent with the disclosure contained in the prospectus issued by Liberty in connection with the offer and sale in its IPO of units consisting of common stock and warrants. These may include: (i) the structure of the proposed business combination with Prisa (including that Liberty itself is not acquiring anything, but rather its stockholders are exchanging their shares of Liberty common stock for a majority of the outstanding equity interests in the target business, and that Liberty’s current stockholders may hold less than a majority of the outstanding voting securities of Prisa immediately following the consummation of the business combination), (ii) the waiver of Liberty’s sponsors’ co-investment obligations in connection with the business combination, (iii) that the proposed business combination requires the approval of both the holders of Liberty common stock and the Liberty warrantholders since approval of the warrant agreement amendment is a condition to the consummation of the business combination when no mention was made in Liberty’s IPO prospectus that a business combination may require the approval of persons other than stockholders, including warrantholders, and (iv) the availability of the cash alternative in the business combination (including that the availability of the cash alternative may have the effect of significantly reducing or eliminating the possibility that stockholders who do not wish to receive shares in the business combination will vote against the transaction, reducing the likelihood that Liberty will be required to dissolve). Consequently, a Liberty stockholder who purchased shares in the IPO (excluding the Liberty founders) and still holds them at the time of the business combination and who does not seek to exercise redemption rights might seek rescission of the purchase of the units such holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If stockholders bring successful rescission claims or Liberty (or Prisa following the consummation of the business combination) is otherwise required to pay damages, Liberty’s (or Prisa’s) results of operations could be adversely affected and, in any event, Liberty and/or Prisa may be required in connection with the defense of any such claims to incur expenses and divert employee attention from other business matters.
 
Risks Related to Taxation
 
You may have to pay taxes on constructive distributions without receiving a corresponding distribution of cash or property.
 
If the conversion ratio of the Prisa Class B convertible non-voting shares into Prisa Class A common shares is increased, as provided in the terms of the Prisa Class B convertible non-voting shares, holders of Prisa ADS-NVs may be treated as having received a constructive distribution if such increase in the conversion ratio has the effect of increasing the proportionate interest of such holders in Prisa’s earnings and profits or assets. In such a case, holders may be required to include an amount in income for U.S. federal income tax purposes, notwithstanding that they do not receive such distributions. See “Material U.S. Federal Income Tax Consequences” below.
 
Risks Related to a Failure to Consummate the Business Combination and to Liberty’s Dissolution and Liquidation
 
Liberty will have insufficient time to complete an alternate business combination if the business combination proposal is not approved by Liberty’s stockholders or the business combination is otherwise not completed.
 
Pursuant to Liberty’s restated certificate of incorporation, in the event either a letter of intent, an agreement in principle or a definitive agreement to consummate a business combination has been executed but no business combination is consummated by December 12, 2010, Liberty is required to begin the dissolution process provided for in Liberty’s restated certificate of incorporation. These requirements may not be eliminated or amended without


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the vote of Liberty’s board and the vote of at least 80% of the voting power of Liberty’s outstanding voting stock. Therefore, if the warrant amendment proposal is not approved by Liberty’s warrantholders or the reincorporation proposal or the business combination proposal is not approved by Liberty’s stockholders, Liberty will not complete the business combination and will not be able to complete an alternative business combination by December 12, 2010, and Liberty will be required to commence a process to dissolve and distribute its assets. In addition, Liberty will be required to redeem all of the shares of Liberty preferred stock for an amount equal to the purchase price thereof plus interest on the funds held in the preferred shares escrow account.
 
If Liberty is unable to consummate a business combination within the prescribed time frame and is forced to dissolve and distribute its assets, you will receive less than $10.00 per share on distribution of the trust account funds and your warrants will expire and become worthless.
 
If Liberty is unable to complete a business combination and must dissolve and liquidate its assets, the per-share liquidation price will be less than $10.00 because of the expenses of Liberty’s IPO, its general and administrative expenses and the general costs of seeking a business combination, and the costs incurred in the potential business combination with Prisa. If Liberty is unable to complete a business combination and expends all of the net proceeds of Liberty’s IPO, other than the proceeds deposited in the trust account, taking into account interest earned on the trust account through June 30, 2010 (net of income taxes payable on such interest and net of $10.35 million in interest income on the trust account balance previously released to Liberty to fund working capital requirements), the per-share liquidation price as of that date would be approximately $9.87, or $0.13 less than the per-unit offering price in Liberty’s IPO of $10.00. Liberty cannot assure you that the actual per-share liquidation price will be at least $9.87.
 
Liberty outstanding warrants are not entitled to participate in a distribution of Liberty’s assets upon liquidation and the warrants will therefore expire and become worthless if Liberty is unable to consummate a business combination within the required time frame.
 
You may be held liable for claims by third parties against Liberty to the extent of liquidating distributions received by you.
 
Pursuant to Liberty’s restated certificate of incorporation, in the event either a letter of intent, an agreement in principle or a definitive agreement to consummate a business combination has been executed but no business combination is consummated by December 12, 2010, Liberty is required to begin the dissolution process provided for in Liberty’s restated certificate of incorporation. Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution conducted in accordance with the DGCL. Liberty does not intend to comply with the procedures set forth in Section 280 of the DGCL, which prescribes various procedures by which stockholder liability may be limited. Because it will not be complying with Section 280, it is seeking stockholder approval of the liquidation proposal to comply with Section 281(b) of the DGCL, requiring it to adopt a plan of dissolution that will reasonably provide for its payment of (1) all existing claims, including those that are contingent and are known to Liberty, (2) all pending proceedings to which it is a party and (3) all claims that may be potentially brought against Liberty within the subsequent ten years based on facts known to Liberty.
 
However, because Liberty is a blank check company rather than an operating company, and its operations have been limited to searching for prospective target businesses to acquire, the likely claims to arise would be from the vendors that Liberty has engaged (such as accountants, lawyers, investment bankers, etc.) and potential target businesses. Liberty has sought to have all vendors that it engages and prospective target businesses execute agreements with Liberty waiving any right, title, interest or claim of any kind in or to any monies held in the trust account established, but not all vendors have done so. If Liberty’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution would be limited to the lesser of such stockholder’s pro rata portion of the claim or the amount distributed to the stockholder. If Liberty’s plan of distribution is in compliance with Section 281(b) of the DGCL, this does not bar stockholder liability for claims not brought in a proceeding before the third anniversary of the dissolution (or such longer period directed by the Delaware Court of Chancery). Accordingly, you cannot be assured that third parties will not seek to recover from Liberty’s public stockholders amounts owed to them by Liberty.


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If third parties bring claims against Liberty, the proceeds held in trust may be reduced and the per-share liquidation price received by you will be less than $9.87 per share.
 
The funds in the Liberty trust account may not be protected from third-party claims against Liberty. Although Liberty has sought to have all vendors, prospective target businesses and other entities that it engages execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, not all vendors, prospective target businesses or other entities that it has engaged have executed such agreements, and there is no guarantee that all vendors, prospective target businesses or other entities that Liberty engages in the future (if the business combination is not completed) will execute such agreements, or if executed, that this will prevent these contracted parties from making claims against the trust account in which a substantial portion of the proceeds of Liberty’s IPO are held. Nor is there any guarantee that these entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Liberty and will not seek recourse against the trust account for any reason. Liberty’s independent registered public accounting firm has not agreed to waive claims against the trust. Accordingly, the proceeds held in trust may be subject to claims which would take priority over the claims of Liberty’s public stockholders and, as a result, the per-share liquidation price could be less than $9.87 due to claims of these creditors. As of June 30, 2010, Liberty had an income tax receivable of approximately $328,000 and the total billed and unbilled fees owed to Liberty’s independent registered public accounting firm were approximately $1,000. As of the date hereof, Liberty is not aware of any third party claims against the trust account. If Liberty is unable to complete a business combination and is forced to dissolve, each of Messrs. Berggruen and Franklin will, by agreement, be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of prospective target businesses, vendors or other entities that are owed money by Liberty for services rendered or products sold to it. Messrs. Berggruen and Franklin have provided Liberty with documentation showing sufficient liquid assets with which they could meet their respective obligations.
 
Additionally, if Liberty is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Liberty which is not dismissed, the funds held in the trust account will be subject to applicable bankruptcy law, and may be included in the bankruptcy estate and subject to claims of third parties with priority over the claims of Liberty’s public stockholders. To the extent bankruptcy claims deplete the trust account, Liberty cannot assure you that it will be able to return to public stockholders the liquidation amounts otherwise due them.
 
If Liberty does not complete a business combination and dissolves, payments from the trust account to you may be delayed.
 
Liberty currently believes that any dissolution and plan of distribution subsequent to the expiration of the December 12, 2010 deadline would proceed in approximately the following manner:
 
  •  as contemplated by Liberty’s IPO prospectus, since Liberty is seeking approval from its stockholders to consummate the business combination within 90 days of December 12, 2010, this proxy statement/prospectus also seeks stockholder approval for Liberty’s dissolution and its board’s recommended plan of distribution;
 
  •  Liberty’s board of directors has, consistent with its obligations described in Liberty’s restated certificate of incorporation, adopted a resolution for Liberty to dissolve and adopted a plan of distribution which it has determined to recommend to its stockholders; and
 
  •  you are also being asked to consider the liquidation proposal to dissolve Liberty in accordance with Delaware law and approve the proposed plan of distribution in, or substantially in, the form of Annex O to this proxy statement/prospectus;
 
In the event stockholder approval for a dissolution and plan of distribution is not obtained by Liberty, it will nonetheless continue to pursue stockholder approval for its dissolution and a plan of distribution. Pursuant to the terms of its restated certificate of incorporation, Liberty’s powers following the expiration of the permitted time periods for consummating a business combination will automatically thereafter be limited to acts and activities related to dissolving and winding up its affairs, including liquidation. Pursuant to the trust agreement governing such funds, the funds held in Liberty’s trust account may not be distributed except upon Liberty’s dissolution and, unless and until the approval of Liberty’s dissolution is obtained from its


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stockholders, the funds held in the trust account will not be released (other than in connection with the funding of working capital, a redemption or a business combination as described elsewhere in this proxy statement/prospectus). Consequently, holders of a majority of Liberty’s outstanding common stock must approve its dissolution in order to receive the funds held in its trust account and the funds will not be available for any other corporate purpose.
 
These procedures, or a vote to reject any dissolution and plan of distribution by its stockholders, may result in substantial delays in the liquidation of the trust account to Liberty’s public stockholders as part of Liberty’s dissolution.
 
Liberty may not meet the anticipated timing for the dissolution and liquidation.
 
If the liquidation proposal is approved by Liberty’s stockholders and not abandoned as described in this proxy statement/prospectus, Liberty intends to wind up its business promptly thereafter. If the liquidation proposal is approved by Liberty’s stockholders and not abandoned as described in this proxy statement/prospectus, Liberty expects that it will authorize and direct the liquidation distribution of the trust account proceeds to its common stockholders as soon as practicable following the filing of its certificate of dissolution with the State of Delaware after the special meeting of its stockholders. However, there are a number of factors that could delay its anticipated timetable, including the following:
 
  •  delays in the payment, or arrangement for payment or compromise, of remaining Liberty liabilities or obligations;
 
  •  lawsuits or other claims asserted against Liberty; and
 
  •  unanticipated legal, regulatory or administrative requirements.
 
There may be difficulty enforcing the indemnification obligations of Mr. Berggruen and Mr. Franklin.
 
As stated above, Mr. Berggruen and Mr. Franklin have agreed that they will indemnify Liberty as a result of the claims of vendors or other entities that are owed money by it for services rendered or products sold to it in excess of the net proceeds of Liberty’s initial public offering not held in the trust account, to the extent necessary, to ensure that such claims do not reduce the amount in the trust account. Liberty currently believes that Mr. Berggruen and Mr. Franklin are capable of funding a shortfall in Liberty’s trust account to satisfy their foreseeable indemnification obligations. To the extent the indemnification obligations are substantially higher than Mr. Berggruen and Mr. Franklin currently foresee or expect and/or their financial resources deteriorate in the future, these factors could act as limitations on this indemnification. Liberty cannot assure you that Mr. Berggruen and Mr. Franklin will be able to satisfy those obligations.
 
Recordation of transfers of Liberty common stock on Liberty’s stock transfer books will be restricted as of filing the certificate of dissolution, and thereafter it generally will not be possible for stockholders to change record ownership of Liberty’s stock.
 
After dissolution, Delaware law and Liberty’s plan of distribution will prohibit transfers of record of Liberty common stock except by will, intestate succession or operation of law. Liberty believes, however, that after dissolution any trades of shares of Liberty common stock held in “street name” will be tracked and marked with a due bill by the Depository Trust Company.
 
Liberty’s board may abandon the liquidation proposal or delay implementation of the plan of distribution, even if the liquidation proposal is approved by Liberty’s stockholders.
 
Liberty’s board of directors may abandon the liquidation proposal, notwithstanding approval of the liquidation proposal by Liberty’s stockholders, without further action by Liberty’s stockholders in accordance with Section 275 of the Delaware General Corporation Law. Liberty’s board of directors intends to abandon the liquidation proposal if the business combination is consummated.
 
Even if the liquidation proposal is approved by Liberty’s stockholders, Liberty’s board has reserved the right, in its discretion, to delay implementation of the plan of distribution if it determines that doing so is in the best interests of Liberty and its stockholders. The board is, however, unaware of any circumstances under which it would do so.


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THE SPECIAL MEETING OF LIBERTY WARRANTHOLDERS AND
SPECIAL MEETING OF LIBERTY STOCKHOLDERS
 
The Liberty Special Meetings
 
Liberty is furnishing this proxy statement/prospectus to you as part of the solicitation of proxies by its board of directors for use at (i) the special meeting of warrantholders in connection with the warrant amendment proposal and (ii) the special meeting of stockholders in connection with the reincorporation proposal, the business combination proposal and the stockholder adjournment proposal.
 
Date, Time and Place of Special Meetings
 
The special meeting of warrantholders will be held at          , Eastern time, on          , 2010, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York, 10166, for the purpose of considering and acting upon the warrant amendment proposal.
 
The special meeting of stockholders will be held at          , Eastern time, on          , 2010, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York, 10166, for the purpose of considering and acting upon the reincorporation proposal, the business combination proposal, the liquidation proposal and the stockholder adjournment proposal.
 
Purpose of the Special Meeting of Warrantholders
 
At the Liberty special meeting of warrantholders, Liberty will ask its warrantholders to approve and consent to a proposal to amend the warrant agreement which governs the terms of all of Liberty’s then outstanding warrants (consisting, as of the record date, of 51,750,000 publicly held warrants, 12,937,500 founders’ warrants and 12,000,000 sponsors’ warrants). Under such amendments, in connection with Liberty’s consummation of the transactions contemplated by the business combination agreement, each of Liberty’s then outstanding warrants would be exchanged for (i) cash in the amount of $0.90 to be paid by or at the direction of Liberty Virginia and (ii) 0.45 newly created Prisa Class A ordinary shares, and cash in lieu of any fractional shares. The Prisa Class A ordinary shares will be represented by Prisa ADS-As.
 
The mix of cash and Prisa shares deliverable for each Liberty warrant had a value of approximately $2.26 on August 4, 2010 (based on the closing price of Prisa ordinary shares on the Spanish Continuous Market Exchange on August 3, 2010 (€2.29) and the dollar to euro exchange rate on that date of 1.323) and approximately $[ • ] on [ • ], 2010 (based on the closing price of Prisa ordinary shares of €[ • ] and a dollar to euro exchange rate on such date of [ • ]). The actual value in U.S. dollars of the consideration to be received per warrant will depend on the exchange rate and the market price of Prisa ordinary shares on the closing date of the proposed business combination. The aggregate cash consideration deliverable to Liberty’s warrantholders (after giving effect to the sale by the sponsors of all of their warrants to Liberty for nominal consideration pursuant to the sponsor surrender agreement) is approximately $46.7 million, of which $149,040 is attributable to the remaining founders’ warrants.
 
The approval of the warrant amendment proposal is a condition to consummate the transactions contemplated by the business combination agreement. However, if the parties do not complete the business combination, they will not enter into the warrant agreement amendment, even if warrantholders have previously approved the amendment.
 
Purpose of the Special Meeting of Stockholders
 
At the Liberty special meeting of stockholders, Liberty will ask the Liberty stockholders to vote in favor of the following proposals:
 
  •  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 Virginia, a Virginia corporation and wholly owned subsidiary of Liberty, whose articles of incorporation and bylaws will become the articles of incorporation and bylaws of the surviving corporation upon completion of the reincorporation merger


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  (included in this proxy statement/prospectus as Annexes E and G, respectively), pursuant to the agreement and plan of merger included in this proxy statement/prospectus as Annex H.
 
  •  The Business Combination Proposal—a proposal to approve a business combination by the approval and adoption of the business combination agreement pursuant to which each outstanding share of Liberty common stock will be exchanged for either, at the option of the stockholder, $10.00 in cash or the following mixed consideration: (i) 1.5 newly created Prisa Class A ordinary shares, (ii) 3.0 newly created Prisa Class B convertible non-voting shares and (iii) $0.50 in cash, as well as cash in lieu of any fractional shares. A holder may make a cash election or a mixed consideration election with respect to any or all of its shares. The Prisa Class A ordinary shares and Prisa Class B convertible non-voting shares will be represented by Prisa ADSs, with each Prisa ADS-A representing 4 Prisa Class A ordinary shares and each Prisa ADS-NV representing 4 Prisa Class B convertible non-voting shares. Prisa will not be required to complete the business combination if holders of Liberty common stock elect to receive the $10 per share cash alternative or exercise the redemption rights provided for in Liberty’s restated certificate of incorporation for a total of more than 80 million shares of Liberty common stock. The vote to approve the business combination proposal will include approval and adoption of (i) the business combination agreement, (ii) the agreement and plan of merger included in this proxy statement/prospectus as Annex H, providing for the reincorporation merger and (iii) the plan of share exchange included as Annex I to this proxy statement/prospectus, providing for the share exchange pursuant to which Liberty Virginia, the surviving corporation in the reincorporation merger, will become a wholly owned subsidiary of Prisa and the shareholders of Liberty Virginia will receive Prisa Class A ordinary shares, convertible Class B non-voting shares and/or cash in exchange for their shares in Liberty Virginia. Unless the reincorporation proposal is approved at the special meeting of stockholders, the business combination proposal will not be presented to stockholders of Liberty.
 
  •  The Liquidation Proposal—a proposal to dissolve Liberty in accordance with Delaware law and approve the proposed plan of distribution in, or substantially in, the form of Annex O to this proxy statement/prospectus, which proposal may be abandoned by Liberty’s board of directors, notwithstanding approval of such proposal by Liberty’s stockholders, as described in this proxy statement/prospectus.
 
  •  The Stockholder Adjournment Proposal—a proposal to authorize the adjournment or postponement 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 proposals, the business combination proposal and/or the liquidation proposal.
 
The 1.5 Prisa Class A ordinary shares and cash deliverable as part of the mixed consideration for each share of Liberty common stock had a value of approximately $5.04 on August 4, 2010 (based on the closing price of Prisa ordinary shares on the Spanish Continuous Market Exchange on August 3, 2010 (€2.29) and a dollar to euro exchange rate on that date of 1.323) and approximately $[ • ] on [ • ], 2010 (based on the closing price of Prisa ordinary shares of €[ • ] and the dollar to euro exchange rate on such date of [ • ]). The mixed consideration also includes 3.0 Prisa Class B convertible non-voting shares for each share of Liberty common stock; however, there is currently no public trading market for Prisa Class B convertible non-voting shares. The actual value in U.S. dollars of the mixed consideration to be received per share of Liberty common stock for holders receiving the mixed consideration will depend on the exchange rate, and the market price of Prisa ordinary shares and value of the Prisa Class B convertible non-voting shares on the closing date of the proposed business combination.
 
If either (or both) the reincorporation proposal or the business combination proposal is not approved or Liberty does not otherwise consummate the business combination, stockholder approval of Liberty’s dissolution and plan of distribution is required by Liberty’s restated certificate of incorporation. The affirmative vote of at least a majority of the shares of Liberty common stock outstanding on the record date for the special meeting of stockholders is required to approve the liquidation proposal. Liberty’s board of directors may abandon the liquidation proposal, notwithstanding approval of the liquidation proposal by Liberty’s stockholders, without further action by Liberty’s stockholders in accordance


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with Section 275 of the Delaware General Corporation Law. Liberty’s board of directors intends to abandon the liquidation proposal if the business combination is consummated.
 
Recommendation of Liberty Board of Directors
 
Liberty’s board of directors has unanimously determined that:
 
  •  the warrant agreement amendment is in the best interests of Liberty and its warrantholders and unanimously approved the warrant agreement amendment and unanimously recommends that Liberty warrantholders vote or instruct that their vote be cast “FOR” the warrant amendment proposal;
 
  •  each of the reincorporation merger and the business combination agreement is advisable and is fair to and in the best interests of Liberty and its stockholders and unanimously recommends that Liberty stockholders vote or instruct that their vote be cast “FOR” the reincorporation proposal, “FOR” the business combination proposal and “FOR” the stockholder adjournment proposal;
 
  •  the business combination is a permitted “Business Combination” under Liberty’s restated certificate of incorporation; and
 
  •  the liquidation proposal is in the best interests of Liberty and its stockholders and unanimously recommends that stockholders vote or instruct that their vote be cast “FOR” the approval of the liquidation proposal.
 
In considering the recommendation of Liberty’s board of directors to vote “FOR” the warrant amendment proposal, “FOR” the reincorporation proposal and “FOR” the business combination proposal, you should be aware that Liberty’s directors and executive officer have interests in the business combination that are different from, or in addition to, your interests as a stockholder and/or warrantholder, as more fully described above. See “Proposals to Be Considered by the Liberty Stockholders—The Business Combination Proposal—Interests of Liberty’s Directors and Executive Officer in the Business Combination.”
 
Record Date and Voting
 
The record date for each of the special meetings is          , 2010. Record holders of Liberty common stock at the close of business on the record date are entitled to notice of and to vote at the special meeting of stockholders. Record holders of Liberty warrants at the close of business on the record date are entitled to notice of and to vote/consent at the special meeting of warrantholders. On the record date, there were 129,375,000 shares of Liberty common stock and 76,687,500 warrants outstanding. Each share of Liberty common stock is entitled to one vote at the special meeting of stockholders. Each Liberty warrant is entitled to one vote at the special meeting of warrantholders. The holders of Liberty common stock acquired in Liberty’s IPO or afterwards (other than the founders as described below) are free to vote their shares in their discretion.
 
Under the sponsor surrender agreement, Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants and a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration. As a result, those warrants (approximately 24.8 million) and shares will not participate in the warrant exchange or share exchange. However, those warrants and shares will be outstanding on the record date for the special meetings of Liberty warrantholders and stockholders, and the sponsors will be entitled to vote those shares and warrants on the reincorporation proposal, the business combination proposal, the liquidation proposal, the stockholder adjournment proposal and the warrant amendment proposal.
 
Under a sponsor support agreement entered into among Liberty’s sponsors and Prisa in connection with the execution of the business combination agreement, Liberty’s sponsors have agreed, with respect to all of their warrants, to consent to the warrant amendment proposal.
 
Liberty’s founders have agreed with Liberty and the underwriters for Liberty’s IPO to vote all of their Liberty common stock acquired prior to the IPO (including the shares to be sold by Liberty’s sponsors to Liberty immediately prior to the closing of the business combination) in accordance with the vote of the


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majority of the shares of common stock issued in the IPO voted at the stockholders meeting on the business combination proposal. In addition, the founders have agreed with the same parties to vote any Liberty common stock acquired by them in the open market after the IPO in favor of the business combination proposal. All of the founders have also agreed with Liberty and the underwriters of Liberty’s IPO to vote all of their shares of Liberty common stock in favor of the liquidation proposal.
 
Liberty’s issued and outstanding warrants do not have voting rights at the special meeting of stockholders, and record holders of Liberty warrants will be entitled to vote at the special meeting of warrantholders only with respect to the warrants they hold.
 
Voting Your Warrants
 
Each whole Liberty warrant that you own in your name as of the record date entitles you to one vote. Your proxy card shows the number of Liberty whole warrants that you own. There are two ways to vote your Liberty warrants at the special meeting of warrantholders:
 
  •  you can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your warrants as you instruct on the proxy card. If you sign and return the proxy card, but do not give instructions on how to vote your warrants, your warrants will be voted, as recommended by Liberty’s board, “FOR” the approval of the warrant amendment proposal; or
 
  •  you can attend the special meeting and vote in person. Liberty will give you a ballot when you arrive. However, if your warrants are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Liberty can be sure that the broker, bank or nominee has not already voted your warrants.
 
Your vote, or your giving of a proxy to vote, in favor of the warrant amendment proposal will be deemed to be your written consent to the proposed amendments to the warrant agreement.
 
Making a Cash Election or a Mixed Consideration Election
 
A form of election is included with this proxy statement/prospectus. You should carefully review and follow the instructions in the form of election. To make either a valid election to receive the $10.00 per share cash alternative or a mixed consideration election, Liberty common stockholders who were holders of record as of the record date for the Liberty stockholder meeting must properly complete, sign and send the form of election and the stock certificates representing the shares of Liberty common stock to which the form of election relates, properly endorsed for transfer, or effect a book-entry delivery of shares as described on the form of election to Citibank, N.A., the exchange agent, at one of the following addresses:
 
     
By Regular Mail:   By Overnight Courier:
 
Citibank, N.A.
Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011
  Citibank, N.A.
Corporate Actions
250 Royall Street
Attn.: Suite V
Canton, MA 02021
 
The exchange agent must actually receive the form of election and the stock certificates representing the shares of Liberty common stock to which the form of election relates or a book-entry delivery of shares as described in the form of election by the election deadline. The election deadline is [    l    ], New York City time, on [    l    ], 2010, the date and time which is immediately prior to the Liberty stockholder meeting.
 
If you own shares of Liberty common stock in “street name” through a bank, broker or other financial institution and you wish to submit a form of election, you should seek instructions from the financial institution holding your shares concerning how to make your election.


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You may make an election for the $10.00 per share cash alternative or a mixed consideration election with respect to any or all of the shares of Liberty common stock that you hold. You may revoke any election for the $10.00 per share cash alternative or any mixed consideration election made with respect to any or all of the shares of Liberty common stock that you hold by submitting a written notice to the exchange agent, which notice must be received by the exchange agent no later than the election deadline. After you have made a valid election for the $10.00 per share cash alternative or a valid mixed consideration election with respect to your shares, no further registration of transfers of those shares will be made on the stock transfer books of Liberty unless and until you properly revoke your election.
 
If the exchange agent does not receive a properly completed form of election from you before the election deadline, together with the stock certificates you wish to exchange, properly endorsed for transfer, or a book-entry delivery of shares as described in the form of election, then your shares of Liberty common stock will be deemed to be “non-electing shares” and these shares will be exchanged for the right to receive the mixed consideration in the share exchange. You bear the risk of delivery and should send any form of election by courier to the appropriate address shown in the form of election. Neither Prisa nor the exchange agent has any obligation to notify holders of Liberty common stock of any defect in a form of election submitted to the exchange agent.
 
Voting Your Shares
 
Each share of Liberty common stock that you own in your name as of the record date entitles you to one vote. Your proxy card shows the number of shares of Liberty common stock that you own. There are two ways to vote your Liberty common stock at the special meeting of stockholders:
 
  •  you can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted, as recommended by Liberty’s board, “FOR” the approval of the reincorporation proposal, the business combination proposal and the stockholder adjournment proposal; or
 
  •  you can attend the special meeting and vote in person. Liberty will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Liberty can be sure that the broker, bank or nominee has not already voted your shares.
 
Who Can Answer Your Questions About Voting Your Warrants and Shares
 
If you have any questions about how to vote or direct a vote in respect of your warrants or shares, you may call D.F. King & Co., Inc. at (800) 659-6590.
 
Vote Required for Warrantholder Proposal
 
The approval of the warrant amendment proposal requires the written consent of the registered holders of at least a majority of Liberty’s warrants issued and outstanding as of the record date. Your vote in favor of the warrant amendment proposal will be deemed to be your written consent to the proposed amendments to the warrant agreement.
 
As of the record date, Liberty’s sponsors beneficially owned an aggregate of approximately 32.3% of the outstanding warrants of Liberty. Pursuant to a sponsor support agreement entered into among Liberty’s sponsors and Prisa in connection with the execution of the business combination agreement, Liberty’s sponsors have agreed with respect to all of their warrants, to consent to the warrant amendment proposal. Under the sponsor surrender agreement, Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, all of their Liberty warrants to Liberty for nominal consideration. As a result, those warrants (approximately 24.8 million) will not participate in the warrant exchange. However, those


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warrants will be outstanding on the record date for the special meeting of Liberty warrantholders and the sponsors will be entitled to vote those warrants on the warrant amendment proposal.
 
If the warrant amendment proposal does not receive the necessary votes for approval, then Liberty may adjourn or postpone the warrantholder meeting to permit further solicitation and vote of proxies; however, under the business combination agreement Liberty may adjourn or postpone the meeting only with Prisa’s prior written consent.
 
Quorum and Vote Required for Stockholder Proposals
 
A quorum of stockholders is necessary to hold a valid meeting of Liberty stockholders at which action can be taken. A quorum will be present at the Liberty stockholders meeting if at least a majority of the outstanding shares of Liberty common stock are represented by stockholders present at the meeting or by proxy. On the record date for the special meeting of Liberty stockholders, there were 129,375,000 shares of Liberty common stock outstanding and entitled to vote.
 
The approval of each of the reincorporation proposal, the business combination proposal and the liquidation proposal requires the affirmative vote of at least a majority of the shares of Liberty common stock outstanding as of the record date. In addition, each Liberty stockholder who holds shares of common stock issued in Liberty’s IPO (including all publicly-traded shares whether such shares were acquired in the IPO or afterwards) and votes all of its shares “AGAINST” the business combination proposal has the right to elect that Liberty redeem such stockholder’s shares for cash equal to a pro rata portion of the trust account, including interest, in which a substantial portion of the proceeds of Liberty’s IPO have been deposited. The business combination will not be completed if the holders of 31,050,000 or more shares of common stock issued in Liberty’s IPO, an amount equal to 30% or more of such shares, vote their shares against the business combination proposal and validly exercise their redemption rights, regardless of whether a majority of the outstanding shares of Liberty common stock vote in favor of the business combination proposal. Even if the Liberty stockholders approve the reincorporation proposal and the business combination proposal, the business combination may not be effected legally absent approval by the Prisa shareholders of the amendments to Prisa’s by-laws (described elsewhere in this proxy statement/prospectus) providing for the capital increase in-kind necessary for effecting the business combination and establishing the rights of the Prisa Class B convertible non-voting shares; therefore, receipt of Prisa shareholder approval is a condition to both Prisa’s and Liberty’s obligations under the business combination agreement to complete the business combination.
 
The approval of the stockholder adjournment proposal requires the affirmative vote of at least a majority of the shares of Liberty common stock represented in person or by proxy and entitled to vote on the proposal at the special meeting of stockholders. Each of Liberty’s founders has advised Liberty that he or it intends to vote all of his or its Liberty common stock in favor of this proposal. Under the sponsor surrender agreement, Liberty’s sponsors have agreed to sell, immediately prior to the closing of the proposed business combination, a total of between approximately 3.3 million and 6.4 million of their shares of Liberty common stock to Liberty for nominal consideration. As a result, those shares will not participate in the share exchange. The shares to be sold to Liberty by Liberty’s sponsors will be outstanding on the record date for the special meeting of stockholders and the sponsors will be entitled to vote those shares on the reincorporation proposal, the business combination proposal, the liquidation proposal and the stockholder adjournment proposal.
 
Abstentions and Broker Non-Votes
 
Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of Liberty stockholders. If your broker holds your shares or warrants in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares or warrants for the warrant amendment proposal, the reincorporation proposal, the business combination proposal, the liquidation proposal or the stockholder adjournment proposal. If you do not give your broker voting instructions and the broker does not vote your shares or warrants, this is referred to as a “broker non-vote.”


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Accordingly, with respect to the special meeting of warrantholders, abstentions will have the same effect as a vote “AGAINST” the warrant amendment proposal and with respect to the special meeting of stockholders, abstentions will have the same effect as a vote “AGAINST” the reincorporation proposal, “AGAINST” the business combination proposal, “AGAINST” the liquidation proposal and “AGAINST” the stockholder adjournment proposal. A broker non-vote will have the effect of a vote “AGAINST” the warrant amendment proposal, “AGAINST” the reincorporation proposal, “AGAINST” the business combination proposal and “AGAINST” the liquidation proposal. Broker non-votes, while considered present for the purposes of establishing a quorum at the special meeting of stockholders, will have no effect on the stockholder adjournment proposal.
 
In no event will a “broker non-vote” that has the effect of voting against the business combination proposal also have the effect of exercising your redemption rights for a pro rata portion of the trust account, and therefore no shares as to which a “broker non-vote” occurs will be redeemed in connection with the proposed business combination.
 
Revocability of Proxies
 
If you wish to change your vote, please send a later-dated, signed proxy card to D.F. King & Co., Inc. at 48 Wall Street, New York, NY, 10005, prior to the vote at the special meeting of stockholders or warrantholders, as applicable, or attend such special meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to D.F. King & Co., Inc., provided such revocation is received prior to the vote at the applicable special meeting.
 
Redemption Rights
 
If you are a stockholder of record on the record date for the special meeting of Liberty stockholders and wish to exercise your redemption rights, you must, with respect to all of your shares: (i) vote “AGAINST” the business combination proposal, (ii) give (and not subsequently withdraw) written notice to Liberty of your election to require Liberty to redeem your shares for cash by marking the appropriate box on your proxy card or delivering the required notice to Liberty at its executive offices and (iii) tender your shares of Liberty common stock in the manner provided below, no later than immediately prior to the vote on the business combination proposal at the special meeting of stockholders (or any adjournment or postponement of the meeting). If you validly exercise your redemption rights and Prisa and Liberty complete the business combination then (1) you will be entitled to receive a pro rata portion of the trust account in which a substantial portion of the proceeds of Liberty’s IPO are held, including any interest earned thereon through the date that is two days prior to the date of the special meeting of stockholders and (2) you will be exchanging all of your shares for cash and will no longer own these shares. However, if you elect to have Liberty redeem your shares and you own Liberty warrants, you will still participate in the warrant exchange with respect to any warrants you hold if Prisa and Liberty complete the business combination.
 
Based on the amount of cash held in the trust account as of June 30, 2010, without taking into account any interest accrued after that date, you will be entitled to elect to have each share that you hold redeemed for approximately $9.87 per share. In order to validly exercise your redemption rights, you must make the election with respect to all of your shares. If you validly exercise your redemption rights, you will be entitled to receive the redemption payment only if Prisa and Liberty complete the business combination. If Prisa and Liberty do not complete the business combination, then no shares will be redeemed for cash at this time. Liberty will have sufficient funds in the trust account to pay the redemption price for the redemption election shares, even if it must redeem up to 30% of the shares of common stock issued in Liberty’s IPO.
 
Prisa and Liberty will not complete the business combination if the holders of 31,050,000 or more shares of common stock issued in Liberty’s IPO (which includes all publicly-traded shares), an amount equal to 30% or more of such shares, vote their shares against the business combination proposal and validly exercise their redemption rights, regardless of whether at least a majority of the outstanding shares of Liberty common stock vote in favor of the business combination proposal. If Prisa and Liberty do not complete the business


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combination, then your redemption election shares will not be redeemed for cash at this time, even if you have validly exercised your redemption rights.
 
You will be required, whether you are a record holder or hold your shares in “street name” through your broker, either to tender certificates to Liberty’s transfer agent at any time before the vote on the business combination proposal or to deliver your shares to Liberty’s transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at your option. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 per position, and the broker may or may not pass this cost on to you. Liberty has added this requirement for physical or electronic delivery prior to the special meeting of stockholders to ensure that a redeeming holder’s election to redeem is irrevocable once a business combination is approved. Without such a delivery requirement, a holder voting against a business combination that is ultimately approved would have an “option window” after the consummation of a business combination during which the holder could monitor the price of the stock in the market. If the price were to rise above the redemption price, the holder could sell its shares in the open market before actually delivering the shares for cancellation. Thus, the redemption right, to which stockholders were aware they needed to commit before the special meeting of stockholders, would become a continuing right surviving past the consummation of the business combination until the redeeming holder delivered its certificate for redemption at the redemption price.
 
As the certificate delivery process can be accomplished by you, whether or not you are a record holder or your shares are held in “street name,” generally within a day by simply contacting the tr