Hemisphere Media Group Created Through Combination of Azteca Acquisition
Corporation, Cinelatino, WAPA America and WAPA TV
Only Publicly Traded Pure-Play U.S. Spanish-Language Media Company in High
Growth Hispanic TV/Cable Networks Business
MIAMI -- April 4, 2013
Hemisphere Media Group, Inc. (OTCBB: HMTVA, HMTVW) ("Hemisphere") today
announced the completion of a series of mergers in which it became the new
parent company of Cine Latino, Inc. (“Cinelatino”), InterMedia Español
Holdings, LLC (“WAPA”) -- which includes WAPA America and WAPA TV -- and
Azteca Acquisition Corporation (“Azteca”) following the receipt of stockholder
approval at Azteca’s Special Meeting of Stockholders and warrantholder
approval at Azteca’s Special Meeting of Warrantholders held today.
Alan J. Sokol, CEO of Hemisphere, said, “Hemisphere represents the only
pure-play Hispanic TV/cable network business, and is strongly positioned to
benefit from the tremendous growth of the Hispanic market. We look forward to
the continued development of these premier Spanish-language assets.”
*Cinelatino, the #1 U.S. Spanish-language cable movie network, with
approximately 12 million subscribers across the U.S., Latin America and
Canada. Cinelatino boasts the largest library of current Spanish-language
box office hits and critical favorites;
*WAPA America, the leading U.S. Spanish-language cable network targeting
Puerto Ricans and other Caribbean Hispanics living in the U.S, with over 5
million subscribers; and
*WAPA TV, the #1 broadcast television network and content producer in
Puerto Rico, with state-of-the-art facilities that produce over 60 hours
per week of top-rated news and entertainment programming.
Effective tomorrow, April 5, shares of HemisphereClass A common stock and
warrants to purchase Class A common stock will trade on the Over-the-Counter
Bulletin Board quotation system ("OTCBB") under the symbols "HMTVA” and
“HMTVW,” respectively. Hemisphere has applied to list its shares of Class A
common stock on TheNasdaq Stock Market("NASDAQ"). NASDAQ has informed
Hemisphere it has not yet satisfied the requisite round lot holder requirement
necessary for listing on NASDAQ, but Hemisphere believes it will be able to
satisfy the round lot holder requirement promptly following the closing.
About Hemisphere Media Group, Inc.
Hemisphere Media Group (OTCBB: HMTVA, HMTVW) is the only publicly traded
pure-play U.S. Spanish-language media company targeting the high growth
Hispanic TV/cable networks business. Hemisphere owns and operates: Cinelatino,
the leading Spanish-language movie channel available in more than 12 million
homes in the U.S., Latin America and Canada; WAPA Television, Puerto Rico’s
leading broadcast station with the highest primetime and full day ratings in
Puerto Rico; and WAPA America, the leading cable network targeting Puerto
Ricans and other Caribbean Hispanics living in the U.S., with over 5 million
U.S. subscribers. More information is available at www.hemispheretv.com.
About InterMedia Partners
Founded in 1988 by Leo Hindery Jr., InterMedia Partners, LP, the controlling
shareholder of Hemisphere, is premised on the philosophy that by bringing
extensive operating experience to media private equity, the fund could drive
superior returns. Over the course of its seven funds, InterMedia has invested
in cable television, broadcast television, print, programming, and broadband
opportunities. InterMedia’s Senior Partners have over 50 years of operating
experience and, by making control investments, they are able to bring that
knowledge base to bear on the acquired assets.
About InterMedia Español Holdings, LLC
WAPA Television, founded in 1954, is Puerto Rico’s leading broadcast station
with the highest primetime and full day ratings in Puerto Rico. Headquartered
in San Juan, WAPA Television is a full-power, independent station (Ch. 4) with
island-wide coverage. WAPA Television produces the most local entertainment
programming on the Island, and is Puerto Rico’s news leader, offering over 30
hours per week of local news coverage produced by the largest and most-trusted
news network on the island. WAPA America, the station's U.S. cable network
arm, features WAPA Television's news and entertainment programming and is
available in over 5 million U.S. homes, with carriage on all major cable,
satellite and telco providers. For more information, visit www.wapa.tv, the
leading broadband news and entertainment site for Puerto Ricans.
About Cine Latino, Inc.
Cinelatino is the leading Spanish-language movie channel, with over 12 million
subscribers on major cable, satellite and telco providers in the United
States, Latin America and Canada. Cinelatino offers the largest selection of
contemporary Spanish-language blockbusters and critically-acclaimed titles
from Mexico, Latin America, Spain and the Caribbean. Cinelatino is
jointly-owned by Cinema Aeropuerto, S.A. de C.V., an indirect, wholly-owned
subsidiary of Grupo MVS, S.A. de C.V., InterMedia Partners and James McNamara.
About Grupo MVS, S.A. de C.V.
Grupo MVS, S.A. de C.V. (“MVS”), the parent of Cinema Aeropuerto, S.A. de
C.V., Hemisphere’s shareholder, was founded in 1976, and is one of the largest
media and telecommunications conglomerates in Mexico, with a presence in
television, radio and publishing. Through its subsidiaries, MVS operates
several cable channels in Mexico and throughout Latin America. In 2008, MVS
partnered with DISH Network to create DISH Mexico, a satellite television
service in Mexico, with currently over 1.8 million subscribers.
About Azteca Acquisition Corporation
Azteca Acquisition Corporation was a special purpose acquisition company which
raised approximately $100 million in its initial public offering in July 2011.
Founded by Gabriel Brener and the team at Brener International Group, Azteca
Acquisition Corporation was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. It currently has no
Caution Concerning Forward-Looking Statements
This press release may contain certain statements about Hemisphere,
Cinelatino, WAPA and Azteca that are “forward-looking statements” within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained in this report may include statements
about the anticipated benefits of the Transaction, the anticipated standalone
or combined financial results of Hemisphere, Cinelatino, WAPA and Azteca and
all other statements in this report other than historical facts. Without
limitation, any statements preceded or followed by or that include the words
“targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,”
“anticipates,” “estimates,” “projects,” “should,” “would,” “expect,”
“positioned,” “strategy,” “future,” or words, phrases or terms of similar
substance or the negative thereof, are forward-looking statements. These
statements are based on the current expectations of the management of
Hemisphere, Azteca, Cinelatino and WAPA and (as the case may be) and are
subject to uncertainty and changes in circumstance and involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. In addition, these
statements are based on a number of assumptions that are subject to change.
Such risks, uncertainties and assumptions include: (1) risks relating to any
unforeseen liabilities of Hemisphere, Cinelatino, WAPA and Azteca, (2) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, losses and future prospects,
businesses and management strategies and the expansion and growth of the
operations of Hemisphere, Cinelatino, WAPA and Azteca; (3) Hemisphere’s
ability to successfully integrate Cinelatino and WAPA and achieve anticipated
synergies; (4) the risk that disruptions from the transaction will harm
Cinelatino’s and WAPA’s businesses; and (5) Hemisphere’s, Azteca’s,
Cinelatino’s, WAPA’s plans, objectives, expectations and intentions generally.
Forward-looking statements included herein are made as of the date hereof, and
none of Hemisphere, Cinelatino, WAPA or Azteca undertakes any obligation to
update publicly such statements to reflect subsequent events or circumstances.
For Hemisphere Media Group, Inc.
Patrick Scanlan, 212-381-1659
Azteca Acquisition Corporation
Gabriel Brener, 310-553-7009
Anya Hoerburger, 212-503-2850
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