SCHEDULE 14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by
the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Liberty Acquisition Holdings Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, of the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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On or about November 15, 2010, the following letters, as applicable, were mailed to stockholders
and warrantholders of Liberty Acquisition Holdings Corp. (
Liberty
) from whom Liberty has
not received proxies as of such mailing date in connection with its special meetings of
stockholders and warrantholders to be held on November 24, 2010.
LIBERTY ACQUISITION HOLDINGS CORP.
IMPORTANT
REMINDER BUSINESS COMBINATION VOTE
PLEASE VOTE YOUR PROXY TODAY
November 15, 2010
Dear Stockholder:
We have previously mailed you proxy materials in connection with the Special Meeting of
Stockholders of Liberty Acquisition Holdings Corp., to be held on November 24, 2010. According to
our latest records, we have not yet received your proxy for this important meeting.
Your vote is
important. Telephone and Internet voting are available for your convenience.
At the special meeting, stockholders are being asked to consider and vote 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., Spains largest media conglomerate, as more
fully described in the proxy statement that you should have previously received.
At the special meeting of stockholders, Liberty will also ask its stockholders to approve (i) a
change in Libertys 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, (ii)
a proposal to dissolve Liberty in accordance with Delaware law and approve a proposed plan of
distribution in, or substantially in, the form attached to the proxy statement (which proposal may
be abandoned by Libertys board of directors, notwithstanding approval of such proposal by
Libertys stockholders) and (iii) a proposal to authorize the adjournment of the special meeting to
a later date or dates, if necessary, under certain circumstances, in each case as more fully
described in the proxy statement.
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 Libertys 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 Libertys 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. Accordingly, please vote your proxy today without further delay.
Our 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.
If you have any questions or need assistance voting your proxy, please call D. F. King & Co., Inc.,
which is assisting us, toll-free at (800) 659-6590.
Thank you for voting and for your cooperation and continued support.
Cordially,
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Nicolas Berggruen
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President and Chief Executive Officer
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Additional Information
On October 26, 2010, in connection with the proposed business combination between Prisa and
Liberty, Liberty filed a definitive proxy statement for the proposed business combination and
warrant amendment that also constitutes a prospectus of Prisa. The definitive proxy
statement/prospectus, among other things, reflects the terms of the Amended and Restated Business
Combination Agreement entered into among Prisa, Liberty and Liberty Acquisition Holdings Virginia
Corp. on August 4, 2010 (as further amended, the Amended and Restated Business Combination
Agreement).
Liberty has mailed the definitive proxy statement/prospectus to its stockholders and warrantholders
as of the close of business on October 25, 2010 for voting on the proposed business combination and
proposed warrant amendment. Liberty stockholders and warrantholders are urged to read the
definitive proxy statement/prospectus, because it contains important information regarding Liberty,
Prisa, the proposed business combination, the proposed warrant amendment and related matters.
Stockholders and warrantholders may obtain a copy of the definitive proxy statement/prospectus, and
any other documents filed by Liberty or Prisa with the SEC, free of charge, at the SECs website
(www.sec.gov) or by sending a request to Liberty, 1114 Avenue of the Americas, 41st floor, New
York, New York 10036, or by calling Liberty at (212) 380-2230. Prisa has also filed certain
documents with the Spanish Comisión Nacional del Mercado de Valores (the CNMV) in connection with
its shareholders meeting to be held in connection with the proposed business combination, which
are available on the CNMVs website at www.cnmv.es.
Prisa and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Liberty in connection with the proposed business combination
and from the warrantholders of Liberty in connection with the proposed warrant amendment.
Information regarding the special interests of these directors and executive officers in the
business combination is included in the definitive proxy statement/prospectus and the other
relevant documents filed with the SEC.
Liberty and its directors and officers may be deemed to be participants in the solicitation of
proxies from Libertys stockholders in respect of the proposed business combination and from the
warrantholders of Liberty in connection with the proposed warrant amendment. Information regarding
the officers and directors of Liberty is available in Libertys definitive proxy
statement/prospectus and the other relevant documents filed with the SEC.
LIBERTY ACQUISITION HOLDINGS CORP.
IMPORTANT REMINDER BUSINESS COMBINATION VOTE PLEASE VOTE
YOUR PROXY TODAY
November 15, 2010
Dear Warrantholder:
We have previously mailed you proxy materials in connection with the Special Meeting of
Warrantholders of Liberty Acquisition Holdings Corp., to be held on November 24, 2010. According
to our latest records, we have not yet received your proxy for this important meeting.
Your vote
is important. Telephone and Internet voting are available for your convenience.
At the special meeting, warrantholders are being asked to approve and consent to a proposal to
amend the warrant agreement which governs the terms of all of Libertys outstanding warrants in
connection with Libertys 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.,
Liberty and Liberty Acquisition Holdings Virginia, Inc. (as amended and as it may be further
amended from time to time), as more fully described in the proxy statement that you should have
previously received.
The approval of the warrant amendment proposal is a condition to consummate the transactions
contemplated by the amended and restated business combination agreement and requires the written
consent of the registered holders of at least a majority of Libertys warrants issued and
outstanding as of the record date. Accordingly, please vote your proxy today without further delay.
Our board of directors has determined that the proposed amendment of the warrant agreement is in
the best interests of Liberty and its warrantholders and unanimously recommends that you vote FOR
the warrant amendment proposal and thereby consent to the amendments.
If you have any questions or need assistance voting your proxy, please call D. F. King & Co., Inc.,
which is assisting us, toll-free at (800) 659-6590.
Thank you for voting and for your cooperation and continued support.
Cordially,
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Nicolas Berggruen
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President and Chief Executive Officer
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Additional Information
On October 26, 2010, in connection with the proposed business combination between Prisa and
Liberty, Liberty filed a definitive proxy statement for the proposed business combination and
warrant amendment that also constitutes a prospectus of Prisa. The definitive proxy statement/prospectus, among
other things, reflects the terms of the Amended and Restated Business Combination Agreement entered
into among Prisa, Liberty and Liberty Acquisition Holdings Virginia Corp. on August 4, 2010 (as
further amended, the Amended and Restated Business Combination Agreement).
Liberty has mailed the definitive proxy statement/prospectus to its stockholders and warrantholders
as of the close of business on October 25, 2010 for voting on the proposed business combination and
proposed warrant amendment. Liberty stockholders and warrantholders are urged to read the
definitive proxy statement/prospectus, because it contains important information regarding Liberty,
Prisa, the proposed business combination, the proposed warrant amendment and related matters.
Stockholders and warrantholders may obtain a copy of the definitive proxy statement/prospectus, and
any other documents filed by Liberty or Prisa with the SEC, free of charge, at the SECs website
(www.sec.gov) or by sending a request to Liberty, 1114 Avenue of the Americas, 41st floor, New
York, New York 10036, or by calling Liberty at (212) 380-2230. Prisa has also filed certain
documents with the Spanish Comisión Nacional del Mercado de Valores (the CNMV) in connection with
its shareholders meeting to be held in connection with the proposed business combination, which
are available on the CNMVs website at www.cnmv.es.
Prisa and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Liberty in connection with the proposed business combination
and from the warrantholders of Liberty in connection with the proposed warrant amendment.
Information regarding the special interests of these directors and executive officers in the
business combination is included in the definitive proxy statement/prospectus and the other
relevant documents filed with the SEC.
Liberty and its directors and officers may be deemed to be participants in the solicitation of
proxies from Libertys stockholders in respect of the proposed business combination and from the
warrantholders of Liberty in connection with the proposed warrant amendment. Information regarding
the officers and directors of Liberty is available in Libertys definitive proxy
statement/prospectus and the other relevant documents filed with the SEC.