Cinelatino, WAPA America, WAPA TV & Azteca Acquisition Corporation merge.

InterMedia Partners VII, L.P. (“InterMedia”) and Azteca Acquisition Corporation announced the signing of a definitive agreement under which InterMedia will merge Cine Latino, Inc. (“Cinelatino”) and InterMedia Español Holdings, LLC — which includes WAPA America and WAPA TV (together, “WAPA”) — with Azteca Acquisition Corporation in a transaction valued at approximately $400 million. InterMedia currently owns Cinelatino with Cinema Aeropuerto, S.A. de C.V., an indirect, wholly-owned subsidiary of Grupo MVS, S.A. de C.V., and James McNamara. The new company will be called Hemisphere Media Group, Inc. (“Hemisphere”).

Alan J. Sokol, Senior Partner of InterMedia, who will become CEO of Hemisphere, stated, “The combination of these two companies creates a powerful new presence in Hispanic media. Since InterMedia acquired WAPA and Cinelatino in 2007, we have dramatically increased ratings, revenue and profitability of both companies. Cinelatino has emerged as the leading Spanish-language movie channel and the #2 rated U.S. Hispanic cable network overall. WAPA TV has been the highest-rated television network in Puerto Rico for four consecutive years and WAPA America is the only network focused specifically on Puerto Ricans and other Caribbean Hispanics throughout the States. I look forward to working with our talented management teams to continue to build upon this success as we enter this new chapter.”

Gabriel Brener, CEO of Azteca Acquisition Corporation, stated, “We are thrilled to be merging with and taking public these exciting, highly profitable and complementary companies, which have performed exceptionally under the operational and industry expertise of Alan Sokol and his teams. Hemisphere will meet the growing media demands of Hispanic consumers.”

Peter Kern, Managing Partner of InterMedia, said, “We are delighted to be partnering with Gabriel Brener to combine these premier Spanish-language assets under one roof. With the U.S. Hispanic population and its buying power continuing to grow at exceptional rates, Hemisphere is a unique platform positioned to succeed in the most dynamic market in media and represents the only way for the public to invest in a pure-play Hispanic TV/cable network business.”

Following the completion of the business combination, Mr. Kern will serve as Chairman of Hemisphere Media Group. Mr. Kern has over 20 years of experience investing in, advising and operating a variety of large and small media companies. Mr. Sokol, the former COO of Telemundo, who has over 18 years of experience in the television and motion picture industries as an operator, advisor and investor, will serve as Chief Executive Officer of Hemisphere Media Group. Craig Fischer, who worked closely with Mr. Sokol at InterMedia in overseeing these companies, will serve as Hemisphere Media Group’s Chief Financial Officer. Messr. Brener and Sokol will become Directors of the new company.