PRISA SIGNS DEAL WITH LIBERTY WORTH UP TO 900 MILLION DOLLARS IN CAPITAL INJECTION

•  This operation, along with the sale of assets and agreements reached with banks, completes the group's financial restructuring plan.
• PRISA's principal equity holder retains control and management of the company.
•  The group launches a cash capital increase with new shares for minority shareholders.

PRISA and the US company Liberty Acquisition Holdings Corp today announced a deal which consolidates the capital structure of what is now the world's leading provider of information, education, entertainment and online services in Spanish and Portuguese. PRISA also announced the company's intention to increase cash capital by means of a new issue of shares, priced at 3.08 euros, with existing PRISA shareholders given the right to buy new shares under the same conditions as Liberty shareholders. Liberty, listed on the US stock market -and the US's largest Special Purpose Acquisition Company (SPAC)- was formed by Nicolas Berggruen and Martin Franklin, and is made up of a broad group of high-net-worth investors who have around US$900.000.000 to invest.

The acquisition of 100% of Liberty by PRISA, via a capital increase in kind, will take place through a share swap whereby PRISA will receive a net cash injection of around 660 million euros, with Liberty investors becoming independent shareholders of the Group. The principal equity holder sees its stake diluted -but under no circumstances will this fall below 30%- and remains main stakeholder and retains control of the company. The continuity of the current management structure is similarly guaranteed.

The cash capital increase, to which the principal shareholder will not subscribe, offers minority shareholders of PRISA the possibility of entering into the transaction on the same terms as ordinary shareholders of Liberty, with current PRISA shareholders also able to subscribe to a non-monetary capital increase by acquiring shares in Liberty, a company listed on the NYSE Amex index.

These operations will entail a very significant increase in the liquidity of the value of PRISA, increasing the free float of company equity, which will trade on the Spanish and US stock markets, through ADRs (American Depositary Receipts). More than half the capital of the company will initially be held by investors in the U.S. market.

PRISA Chairman Ignacio Polanco said: "This agreement demonstrates Liberty's firm belief in PRISA's market-leading positions in the educational, publishing, audiovisual and digital sectors, as well as in its strategy for growth."

"The deal with Liberty will allow PRISA to consolidate its financial situation," said PRISA Chairman of the Executive Committee of the Board and Chief Executive Officer, Juan Luis Cebrián. "The deal puts our company in a very strong position with the ability to continue to expand our digital, audiovisual and publishing businesses in Spanish and Portuguese-speaking markets, particularly in the US. The quality and prestige enjoyed by Liberty will improve our presence in these markets and will contribute to modernizing all aspects of management".

"PRISA is a global media company with market-leading businesses and a robust portfolio of brands that are widely recognized by Spanish and Portuguese speakers all around the world," said Liberty Chief Executive Officer Nicolas Berggruen.  "We believe that this combination will help Prisa to complete its financial restructuring plan and positions it for growth over the next few years."

"PRISA has a strong management team in place that has skillfully diversified its media and content offerings across press, television, radio and education, and is developing digital platforms that will solidify the company's leadership position in its core markets," added Liberty Chairman of the Board Martin E. Franklin.  "We are confident in PRISA's potential to increase its digital market penetration, to leverage its print and broadcast content and to accelerate its revenue growth in Latin America."

The entry of the investment group will facilitate PRISA's transformation and growth in the international markets, particularly the US, Brazil, Mexico and the rest of Latin America. The deal is in line with plans announced by the Group to team up with strategic partners to enable the Group to better position itself as a consumer-oriented technologically advanced company and one aimed at achieving growth and a position of world leadership in the areas of news, education and entertainment in the Spanish and Portuguese-language markets.

The deal will require shareholder approvals at each company, as well as the approval of relevant regulatory authorities.

Violy & Co y Tegris Advisors LLC, are served as the advisory bankers, and Cortés Abogados, Garrigues, Wachtell, Lipton, Rosen & Katz y Greemberg & Traurig Law as legal councel.