Televisa declines to participate in Univision Merger.
June 6, 2006
Grupo Televisa, S.A. reported that it has made a filing with the SEC on Schedule 13D in which it announces, among other things, that it has sent a letter dated June 30, 2006, informing Umbrella Holdings, LLC, the group led by Providence Equity, that Televisa will not be rolling over its shares in Univision as permitted under the Merger Agreement between Univision and Umbrella Holdings.
Moreover, in today’s Schedule 13D filing, Televisa states that if its holdings in Univision fall below 13,578,084 shares of class T common stock, whether pursuant to the closing contemplated by the Merger Agreement or through the sale or sales of such holdings by Televisa, Televisa will no longer be bound by the Participation Agreement dated October 2, 1996, by and among Televisa, A. Jerrold Perenchio, Gustavo and Ricardo Cisneros, and Venevision, subject to a limited exception.
If it is not bound by the Participation Agreement, Televisa will be able to engage in new business opportunities in the growing U.S. Hispanic marketplace relating to its programming or otherwise without offering Univision participation in such opportunities.
The following is the letter from Televisa to Umbrella Holdings:
June 30, 2006
Umbrella Holdings, LLC
c/o Providence Equity Partners Inc
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
Attention: Mark J. Masiello, Managing Director
Dear Mr. Masiello:
Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 26, 2006, by and among Umbrella Holdings, LLC, Umbrella Acquisition, Inc. and Univision Communications Inc.
(“Univision”) and Section 3.8 thereof. Capitalized terms used and not defined herein have the meanings ascribed thereto in the Merger Agreement.
This is to advise you that Grupo Televisa S.A. and its affiliates (collectively, “Televisa”) will not deliver a Conversion Notice and none of its shares of Univision will be rolled-over as contemplated by said Section 3.8.
In addition, Televisa is prepared to discuss with you a sale of its shares of Univision as soon as possible based on the present value of the price per share set forth in the Merger Agreement.
Very truly yours,
GRUPO TELEVISA S.A.
By: /s/ Alfonso De Angoitia
—————————–
Name: Alfonso De Angoitia
Title: Executive Vice President
cc: Scott M. Sperling
Co-President, Thomas H. Lee Partners L.P.
David Bonderman
Chief Executive Officer & Managing Partner, Texas Pacific Group
James N. Perry, Jr.
Managing Director, Madison Dearborn Partners, LLC
Haim Saban
Chairman and Chief Executive Officer, Saban Capital Group, Inc.
C. Douglas Kranwinkle, Esq.
Executive Vice President and General Counsel, Univision Communications Inc.
