Liberty Acquisition Holdings Corp
Liberty Acquisition — SPAC Merger (May 2010)
12 slides from Liberty Acquisition's SPAC merger presentation, May 11, 2010
Slide 1: Liberty Acquisition Holdings Corp. Investor Presentation
May 2010 Liberty Acquisition Holdings Corp. Investor Presentation PRIVATE AND CONFIDENTIAL - INTERNAL DRAFT (Revised Transaction Terms & Recent Developments)
Slide 2: Safe Harbor Statement Disclaimer
PRIVATE AND CONFIDENTIAL - INTERNAL DRAFT SafeHarborStatement Disclaimer This presentation does not constitute an offer to sell, or an invitation to subscribe for or purchase, any securities or the solicitation of any approval in any jurisdiction, nor shall there be any sale, issuance or transfer of
Slide 3: Revised Transaction Terms
RevisedTransactionTerms PRIVATE AND CONFIDENTIAL - INTERNAL DRAFT
Slide 4: Changes to the Transaction Terms
ChangesTotheTransactionTerms PRIVATE AND CONFIDENTIAL >> Revised Deal Terms>>Recent Developments>>Apprentices Prisa and Liberty have amended the transaction to provide potentially more attractive terms to Liberty's public investors. The changes to the transaction terms include the following: Non-Vot
Slide 5: Comparison of Principal Transaction Terms
ComparisonPrincipleTransactionTerms PRIVATE AND CONFIDENTIAL - INTERNAL DRAFT General Terms (1) Revised Terms Original Terms Deal price €3.518 €3.518 €/$ Exchange rate 1.364 1.364 NVCS conversion price (2) €3.75 €4.50 Proportion of targeted consideration per Liberty Share paid in Prisa NVCS 50.0% 32
Slide 6: Revised Transaction Terms
RevisedTransactionTerms Value per Liberty Share and Warrant Each Liberty share to receive a total targeted value of $11.26/share(1) in the form of: 1.173 Prisa Ordinary Shares and 0.563 Prisa NVCS, which will be represented by Prisa American Depository Shares ("ADS") Each Liberty warrant to receive
Slide 7: Recent Developments
RecentDevelopments PRIVATE AND CONFIDENTIAL - INTERNAL DRAFT
Slide 8: Recent Developments
RecentDevelopments Effective April 19, 2010, Prisa entered into definitive agreements with the lenders under its syndicated facility and bridge facility. The agreement extends the maturity date of the bridge loan to July 2010 and then again from July 2010 until May 2013, provided certain conditions
Slide 9: Appendices
Appendices PRIVATE AND CONFIDENTIAL - INTERNAL DRAFT
Slide 10: Summary of Proposed Transaction
SummaryofProposedTransaction Consideration to Liberty Unit holders(3), reflecting Proposed Warrant Exchange(1) PRIVATE AND CONFIDENTIAL - INTERNAL DRAFT >> Revised Deal Terms>>Recent Developments>>Appendices Consideration to Liberty Stockholders(1) Consideration Received Description Description Cons
Slide 11: Proposed Warrant Exchange
ProposedWarrantExchange Liberty Warrant holders would receive $2.15 of targeted value from the above proposed Warrant Exchange The aggregate stock consideration issued in the warrant exchange is equivalent to having eliminated the warrants and increasing the Liberty shares outstanding from 126.4m to
Slide 12: Consideration to Liberty Shareholders and Warrant Holders
Liberty Share Holders Ordinary Shares NVCS Cash Total Shares/Cash Received 148.3 m 71.2 m Deal Price / Stated Value €3.518 €7.331 Deal Exchange Rate $/€: 1.364 $/€: 1.364 Target Value $711.6 m + $711.6 m + + $1,423.2 m Liberty Common Shares (m) Liberty Common Shares (m) Liberty Common Shares (m) 126
Liberty Acquisition Holdings — SPAC Merger (May 2010) on 6ix