Azteca Acquisition Corporation Announces Receipt of Votes of 75.5% of
Outstanding Shares in Favor of Merger Proposal; Extension of Redemption
Deadline to April 3, 2013
NEW YORK -- April 2, 2013
Azteca Acquisition Corporation (OTCBB: AZTA; AZTAW; AZTAU) (“Azteca”)
announced today the extension of Azteca stockholders’ right to redeem their
shares for cash to April, 3, 2013, by complying with the requirements set
forth in the proxy statement/prospectus related to the proposed merger and
warrant amendment (the “Proxy Statement”).
As previously disclosed in the Proxy Statement, Hemisphere Media Group, Inc.
“Hemisphere”) has applied to list its shares of Class A common stock on The
Nasdaq Stock Market (“NASDAQ”) under the symbol “HMTV”. Hemisphere has been
informed by NASDAQ that it has not yet satisfied the requisite round lot
holder requirement necessary for listing on NASDAQ immediately following the
closing. Hemisphere expects its shares of Class A common stock will trade on
the Over-the-Counter Bulletin Board quotation system (“OTCBB”) under the
symbol “HMTV” following the closing of the merger until the NASDAQ listing
application is approved. Hemisphere believes that it will be able to satisfy
the round lot holder requirement promptly following the closing.
As of 12:00 pm, EDT on April 2, 2013, holders of 9,434,438 shares of Azteca
common stock (75.5% of outstanding shares) have voted in favor of the approval
of the Azteca merger proposal and holders of 483,100 shares of Azteca common
stock (3.9% of outstanding shares) have properly submitted such shares for
Azteca expects the closing of the merger, if approved, to occur, as promptly
as practicable after the special meeting of Azteca stockholders and special
meeting of Azteca warrantholders, which will be held on April 4, 2013, at 9:30
a.m. and 9:00 a.m., Eastern Time, subject to satisfaction of all closing
About Azteca Acquisition Corporation
Azteca Acquisition Corporation is a special purpose acquisition company which
raised approximately $100 million in its initial public offering in July2011.
Founded by Gabriel Brener and the team at Brener International Group, LLC,
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 operating businesses.
About InterMedia Partners
Founded in 1988 by Leo Hindery Jr.,InterMedia Partners, LP 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”) 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.
Caution Concerning Forward-Looking Statements
This press release may contain certain statements about Azteca, Cinelatino,
WAPA and Hemisphere 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 press release may include
statements about the expectations that the proposed transaction can be
effected before April6, 2013, the date by which Azteca is required to
consummate an initial business combination or commence liquidation, the
expected effects on Azteca, Cinelatino, WAPA and Hemisphere of the proposed
transaction, the anticipated timing and benefits of the proposed transaction,
the anticipated standalone or combined financial results of Azteca,
Cinelatino, WAPA and Hemisphere and all other statements in this press release
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 Azteca, Cinelatino, WAPA and Hemisphere (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)the
satisfaction of the conditions to the proposed transaction and other risks
related to the completion of the proposed transaction and actions related
thereto; (2)the ability of Azteca, Cinelatino, WAPA and Hemisphere to
complete the proposed transaction on anticipated terms and schedule, including
the ability to obtain stockholder or regulatory approvals of the proposed
transaction and related transactions; (3)risks relating to any unforeseen
liabilities of Azteca, Cinelatino, WAPA and Hemisphere; (4)the amount of
redemptions made by Azteca stockholders; (5)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 Azteca,
Cinelatino, WAPA and Hemisphere; (6)Cinelatino’s and WAPA’s ability to
integrate successfully after the proposed transaction and achieve anticipated
synergies; (7)the risk that disruptions from the transaction will harm
Cinelatino’s and WAPA’s businesses; (8)Azteca’s, Cinelatino’s and WAPA’s
plans, objectives, expectations and intentions generally; and (9)other
factors detailed in Azteca’s reports filed with the SEC, including its Annual
Report on Form10-K under the caption “Risk Factors.” Forward-looking
statements included herein are made as of the date hereof, and none of Azteca,
Cinelatino, WAPA or Hemisphere undertakes any obligation to update publicly
such statements to reflect subsequent events or circumstances.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of a vote or proxy. The
proposed merger transaction will be submitted to a vote of Azteca’s
stockholders and the proposed amendment to the Azteca warrants, which is a
condition of the proposed merger transaction, will be submitted to a vote of
Azteca’s public warrantholders. In connection with the merger transaction,
Azteca has filed a definitive proxy statement with the SEC that also
constitutes a prospectus of Hemisphere. The proxy statement/prospectus has
been declared effective by the SEC on March 15, 2013 and sent to Azteca’s
stockholders and public warrantholders of record as of 5:00p.m., Eastern
Time, on March10, 2013, the record date for the special meetings.
Stockholders and public warrantholders of Azteca are urged to read the proxy
statement/prospectus and other documents filed with the SEC by Hemisphere and
Azteca because they contain important information about Azteca, Cinelatino,
WAPA and Hemisphere and the proposed transactions. Stockholders may obtain
copies of these documents and other documents filed with the SEC with respect
to Azteca, Cinelatino, WAPA and Hemisphere free of charge from the SEC’s
website at www.sec.gov. These documents can also be obtained free of charge
from Azteca upon written request to Investor Relations Department, Azteca
Acquisition Corporation, 421 N. Beverly Drive, Ste. 300, Beverly Hills,
California, 90210 or by calling Azteca at 310-553-7009 or from Hemisphere by
directing a request to Hemisphere’s Investor Relations, 2000 Ponce de Leon
Boulevard, Suite500, Coral Gables, FL 33134.
Participants in the Solicitation
Azteca, Cinelatino, WAPA and Hemisphere and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from Azteca stockholders and warrantholders in
connection with the proposed transaction under the rulesof the SEC.
Information about the directors and executive officers of Azteca may be found
in its Annual Report on Form10-K for the year ended December31, 2012 filed
with the SEC on March18, 2013 and in the definitive proxy
statement/prospectus filed by Azteca with the SEC on March18, 2013.
Information about the proposed directors and executive officers of Hemisphere
who may, under the rulesof the SEC, be deemed participants in the
solicitation of the Azteca stockholders and warrantholders in connection with
the proposed transaction is set forth in the proxy statement/prospectus.
Patrick Scanlan, 212-381-1659
Azteca Acquisition Corporation
Gabriel Brener, 310-553-7009
Anya Hoerburger, 212-503-2850
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