SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Date of Report (date of earliest event reported): February 4, 2013
AZTECA ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Registrants telephone number, including area code: (310) 553-7009
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On February 4, 2013, Azteca Acquisition Corporation (Azteca) and InterMedia Partners issued a joint press release announcing that they will hold a conference call on Wednesday, February 6, 2013. Information regarding participation in the conference call is included in the press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The form of presentation to be used by Azteca in presentations for certain of Aztecas stockholders and other persons is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
On January 22, 2013, Azteca, Hemisphere Media Group, Inc. (Hemisphere), InterMedia Español Holdings, LLC (WAPA), Cine Latino, Inc. (Cinelatino), Hemisphere Merger Sub I, LLC, Hemisphere Merger Sub II, Inc. and Hemisphere Merger Sub III, Inc., entered into an Agreement and Plan of Merger (the Merger Agreement) providing for the combination of Azteca, WAPA and Cinelatino (the Transaction) as indirect wholly-owned subsidiaries of Hemisphere, which will be a parent holding company. Commencing shortly after the filing of this report, Azteca will hold presentations for certain stockholders of Azteca, as well as other persons who might be interested in investing in Aztecas securities, in connection with the proposed Transaction.
On January 25, 2013, in connection with the proposed Transaction, Hemisphere filed with the U.S. Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 that includes a preliminary proxy statement of Azteca that also constitutes a prospectus of Hemisphere (the Registration Statement). Investors and Azteca stockholders and warrantholders are urged to read the proxy statement/prospectus regarding the Transaction, the Merger Agreement and the proposed Assignment, Assumption and Amendment of Warrant Agreement (the Warrant Amendment) because it contains important information regarding Hemisphere and Azteca, the Transaction, the Merger Agreement, the Warrant Amendment and related matters. The definitive proxy statement/prospectus will be mailed to stockholders and warrantholders of Azteca when it becomes available. When available, you will be able to obtain copies of all documents regarding the Transaction, the Merger Agreement, the Warrant Amendment and other documents filed by Azteca or Hemisphere with the SEC, free of charge, at the SECs website (www.sec.gov) or by sending a request to Azteca, 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210, or by calling Azteca at (310) 553-7009.
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 Transaction under the rules of the SEC.
Information about the directors and executive officers of Azteca may be found in its Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on March 21, 2012 and the Registration Statement. Information about the directors and executive officers of Cinelatino, WAPA and Hemisphere and the interests of these participants in the Transaction are included in the Registration Statement (and will be included in the definitive proxy statement/prospectus for the proposed Transaction).
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
This report 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 report may include statements about the expectations that the Transaction can be effected before April 6, 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 Transaction, the anticipated standalone or combined financial results of Azteca, Cinelatino, WAPA and Hemisphere 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 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 ability to have the Registration Statement declared effective by the SEC with sufficient time to hold a meeting of the Azteca stockholders and warrantholders prior to April 6, 2013; (2) the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; (3) the ability of Azteca, Cinelatino, WAPA and Hemisphere to complete the Transaction on anticipated terms and schedule, including the ability to obtain stockholder or regulatory approvals of the Transaction and related transactions; (4) risks relating to any unforeseen liabilities of Azteca, Cinelatino, WAPA and Hemisphere; (5) the amount of redemptions made by Azteca stockholders; (6) 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; (7) Cinelatinos and WAPAs ability to integrate successfully after the Transaction and achieve anticipated synergies; (8) the risk that disruptions from the transaction will harm Cinelatinos and WAPAs businesses; (9) Aztecas, Cinelatinos, WAPAs plans, objectives, expectations and intentions generally; and (10) other factors detailed in Aztecas reports filed with the SEC, including its Annual Report on Form 10-K under the caption Risk Factors. Forward-looking statements included herein are made as of the date hereof, and neither Azteca nor Hemisphere undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.