Unassociated Document
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Filed
by Lan Airlines S.A.
pursuant
to Rule 425 under the
Securities
Act of 1933, as amended.
Subject
of the offer: TAM S.A.
(Commission
File No.: 1-32826)
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Contacts for TAM S.A.
Marco
Bologna (President TAM S.A.)
Líbano
Miranda Barroso (Investor Relation Director TAM S.A.)
Jorge
Bonduki Helito (Investor Relations
Manager)
Marcus
Vinicius Rojo Rodrigues (Investor Relations)
Suzana
Michelin Ramos (Investor Relations)
Tel.:
+55 11 5582 9715
Fax:
+55 11 5582 8149
invest@tam.com.br
www.tam.com.br/ir
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Contacts for LAN Airlines S.A.
Investor Contacts:
Alejandro
de la Fuente, CFO
Gisela
Escobar, Director Investor Relations
Tel
+562 565 8785
gisela.escobar@lan.com
investor.relations@lan.com
Press Contacts:
René
Muga
Senior
Vice President of Corporate Affairs
Tel
+562 565 3878
rene.muga@lan.com
Eric
Brielmann / Jamie Moser
Joele
Frank, Wilkinson Brimmer Katcher
(212)
355-4449
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FOR IMMEDIATE
RELEASE
LAN
AND TAM ANNOUNCE INTENTION TO COMBINE
NEW
LATIN AMERICAN AIRLINE GROUP WOULD BE AMONG THE LEADING AIRLINES IN THE
WORLD
Seamless
travel across Latin America and between Latin America and the world
Unparalleled
cargo network
Continued
commitment to current markets; new destinations to be added; employees would
benefit from faster growth and increased job stability
LAN
and TAM to continue to operate as distinct airlines and independent brands;
Headquarters in Santiago and Sao Paulo to remain
US
$400 million in annual expected synergies
SANTIAGO, CHILE and SAO PAULO, BRAZIL
– August 13, 2010
– LAN Airlines S.A. (LAN) (NYSE: LFL/IPSA: LAN) and TAM S.A. (TAM)
(BM&FBOVESPA: TAMM4/NYSE: TAM) today announced that they have entered into a
non-binding MOU that outlines their intentions to combine their holdings under a
single parent entity. The combination would create a new Latin
American airline group that would offer seamless passenger and cargo service
across the continent and around the world. The new group, to be known
as LATAM Airlines Group, would include Lan Airlines and its affiliates in Peru,
Argentina and Ecuador; Lan Cargo and its affiliates; TAM Lineas Aereas S.A.; TAM
Mercosur and all other holdings of LAN and TAM. The transaction is
subject to both parties entering into a binding definitive agreement and
satisfaction of conditions, including corporate and shareholder approvals and
actions and regulatory approvals.
Each of
the airlines in the group would continue to operate under their existing
operating certificates and brands. The carriers would work to build a
comprehensive network of international passenger flights and cargo services
throughout the region. Growth enabled by the transaction would reach
new destinations, create more opportunities for employees of both companies and
more value creation for shareholders and would foster economic development and
job growth in the home countries of the Group airlines and the countries they
serve.
The
all-stock transaction would consolidate the economic interests of LAN and TAM
under a single parent entity while satisfying the foreign ownership and control
requirements of each country where they operate. In connection with
the transaction, LAN Airlines S.A. would be renamed LATAM Airlines Group S.A.
(LATAM) and would serve as a parent company that will align activities for all
group holdings. TAM shareholders would be offered 0.90 shares of common stock of
LATAM for each share of TAM.
LATAM
would retain its listing in the Santiago stock exchange and its ADR listing in
the New York Stock Exchange and plans to list its shares, via BDRs, in the
Bovespa in Brazil.
Within
the group, TAM would continue to operate as a Brazilian company with its own
structure. The current holdings of LAN Airlines S.A. would operate as
an independent business unit within the group (and be referred to as LAN
Airlines). Each airline within the group would maintain its current
headquarters and governance structure.
The
controlling shareholders of LAN and TAM have agreed to a governance model to
jointly manage strategic decisions relating to the alignment of the activities
of LATAM group holdings. Mauricio Rolim Amaro, currently
Vice-chairman of the Board of Directors at TAM S.A., will serve as Chairman of
Board of Directors of LATAM and Enrique Cueto, currently CEO of LAN, will serve
as LATAM CEO.
Within
the Group, Maria Claudia Amaro, currently Chairman of the Board of Directors of
TAM, will serve as Chairman of TAM under the new structure. Marco
Bologna, currently President/CEO of TAM S.A. will serve as CEO of
TAM. Libano Barroso, currently president of TAM Lineas Aereas S.A.,
will remain in that capacity. Ignacio Cueto, currently President/COO
of LAN, will serve as CEO of LAN Airlines.
“This is
the completion of the vision of our founder, Captain Rolim, who believed that in
an open skies market, a large Latin American airline group would provide much
more competitive services to our passengers and cargo customers” said Marco
Bologna, CEO of TAM. “Combining our strengths and complementary
networks will bring great benefits to our customers, employees, shareholders and
Latin America. Together, LAN and TAM will be able to offer new
destinations that neither company could have supported on its
own. This will position us to compete with the foreign carriers that
continue to increase service to our region while creating new jobs in our home
countries.”
Enrique
Cueto, CEO of LAN Airlines said: “Today is a great day for LAN, our customers,
our employees and our shareholders. Together we have built LAN into a
true leader in Latin America. We have much to be proud of and much to
be thankful for. But as the industry consolidates, we cannot stand
still. Today we announced our intention to join forces with our
friends at TAM, setting forth on a journey that will create one of the leading
airline groups in the world. We have great admiration and respect for
our friends at TAM and have enjoyed many years of collaboration. They
share our passion for service, for integrity and our belief in the great
potential of the Latin American market. With this combination, we
take two Latin American leaders and create a global leader that will make Latin
Americans proud.”
The
combined airline group would provide passenger services to more than 115
destinations in 23 countries while providing cargo services throughout Latin
America and across much of the globe. The airlines of the group would
operate a fleet of more than 220 aircraft, and have more than 40,000 employees.
In 2009 these carriers had combined revenues of US $8.5 billion, carried more
than 45 million passengers and carried combined cargo of 832,000
tons. The Group would be among the leading airline groups in the
world in terms of size, profitability and market reach.
The
combination is expected to generate annual synergies of approximately US $400
million. These synergies are expected to come broadly in equal
proportion from alignment of the passenger networks, growth in the cargo network
(both internationally and in Brazil), and reduced cost. Management
expects that it would be able to implement approximately one third of the
synergies within the first year following the close of the transaction and all
synergies by the end of the third year.
Employees
would benefit from enhanced career opportunities and faster growth as a result
of the combination. The scale and diversity of the new carrier would provide
more stability and greater financial strength, benefiting all stakeholders. The
combined airlines would have more than 200 aircraft scheduled for future
delivery, driving growth and increased employment across the
region.
Passengers
would benefit from an increase in flights, destinations, and connections as a
result of this combination. The combined carrier would allow for seamless travel
throughout the region and beyond. Frequent flyer program members would be able
to earn and redeem miles on more flights, and be able to earn miles through more
partners than ever before.
Cargo
customers would have access to the most comprehensive cargo network in Latin
America - with more capacity, frequency, and destinations than any other
carrier. The combined carriers would work quickly to ensure that customers can
book, ship and track cargo seamlessly across the expanded network.
Under the
MOU, the two companies will now engage in exclusive negotiations towards a
binding definitive agreement, which shall be subject to reaching agreement on
the final documentation, due diligence, respective corporate and shareholder
approvals and actions, and regulatory approvals. No assurances can be
given that a binding definitive agreement will be entered into or that the
combination will be completed.
Further
information about the transaction can be found at www.latamairlines.com.
Advisors
BTG
Pactual is acting as exclusive financial advisor and Turci Attorneys, Machado,
Meyer, Sendacz e Opice Advogados, Clifford Chance and Cariola Diez Pérez-Cotapos
& Cía. Ltda. are acting as legal advisors to TAM. JP Morgan
Securities Inc. is acting as financial advisor and Claro y Cia., Sullivan &
Cromwell LLP and Pinheiro Neto Advogados are acting as legal advisors to
LAN.
Conference
Call and Webcast
LAN and
TAM will host a conference call today, August 13, 2010, at 6:00 p.m. Santiago/
U.S. Eastern/7:00 p.m. Brazil time. To access this conference, you
can dial one of the following telephone numbers and reference conference ID
number 94458484:
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U.S.
Participant Dial-In Number: (866)
610-1072
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International
Participant Dial-In Number:
1-973-935-2840
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Brazil
Participant Dial-In Number: 0 800 891
9722
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Chile
Participant Dial-In Number: 1 230 020
6927
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In
addition, an audio webcast of the call will be available live and will be
archived on the investor relations portions of both companies’ Web sites at
www.lan.com and www.tam.com.br, respectively, as well as on the joint Web site
launched by the companies today, www.latamairlines.com.
A replay
of the conference call will be available as soon as practicable following the
end of the call and be available until August 27, 2010. To access the
rebroadcast you will need to dial one of the following telephone numbers and
reference conference ID number 94458484:
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U.S.
Participant Dial-In Number: (800)
642-1687
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International
Participant Dial-In Number:
1-706-645-9291
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Brazil
Participant Dial-In Number: 0 800 891
6201
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Chile
Participant Dial-In Number: 1 230 020
6914
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About
LAN
LAN
Airlines is a one of the leading passenger and cargo airlines in Latin
America. The company and its affiliates serve over 70 destinations
around the world through an extensive network that offers full connectivity
within Latin America, while also linking the region with North America, Europe
and the South Pacific, as well as 70 additional international destinations
through its various alliances. LAN Airlines and its affiliates have a
leading position in their respective domestic markets of Chile and Peru as well
as an important presence in the Argentinean and Ecuadorian domestic
markets.
Currently,
LAN Airlines and its affiliates operate one of the most modern fleets in the
world, with 87 passenger aircraft. LAN Cargo and its respective
affiliates have a fleet of 11 dedicated freighters. The Company has
one the youngest fleets in the world which has meant greater efficiency and a
significant reduction in CO2 emissions, reflecting its strong commitment to
environmental protections.
LAN is
one of the few Investment Grade airlines in the world (BBB). The
company’s world class quality standards enabled its membership in oneworld™, an
alliance of leading global airlines of which LAN has been a member for over 10
years. For information please visit www.lan.com
About
TAM
TAM is a
member of the Star Alliance, leader in the Brazilian domestic market since 2003
and held a 43.0% domestic market share and 82.7% international market share in
July 2010. TAM operates regular flights to 44 destinations throughout Brazil and
serves 88 different cities in the domestic market through regional alliances.
Operations abroad include TAM’s flights to 18 destinations in the United States,
Europe and South America. TAM has code-share agreements that make possible the
sharing of seats on flights with international airlines, enabling passengers to
travel to 79 other destinations in the U.S., Europe and South America. The Star
Alliance network, in turn, offers flights to 1167 airports in 181 countries. At
the end of July 2010, TAM had a fleet of 143 aircraft, comprising Airbus A340,
A330, A321, A320 and A319 aircraft and Boeing models B777 and B767
aircraft, operating approximately 700 domestic and 80 international flights
daily. TAM was the first Brazilian airline company to launch a loyalty program.
Currently, the program has over 7.2 million subscribers and has awarded more
than 10.8 million tickets. For information please visit
www.tam.com.br.
Forward
Looking Statements
This
press release contains forward-looking statements, including with respect to the
negotiation, implementation and effects of the proposed
combination. Such statements may include words such as “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “would” or other
similar expressions. Forward-looking statements are statements that
are not historical facts, including statements about our beliefs and
expectations.
These
statements are based on current plans, estimates and projections, and,
therefore, you should not place undue reliance on them. Forward-looking
statements involve inherent risks and uncertainties. We caution you
that a number of important factors could cause actual results to differ
materially from those contained in any forward-looking
statement. These factors and uncertainties include in particular
those described in the documents we have filed with the U.S. Securities and
Exchange Commission. Forward-looking statements speak only as of the
date they are made, and we undertake no obligation to update publicly any of
them, whether in light of new information, future events or
otherwise.
ADDITIONAL
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND
IT:
This
press release relates to a proposed business combination between Lan Airlines
S.A. (“LAN”) and TAM S.A. (“TAM”), which will become the subject of a
registration statement and prospectus to be filed with the SEC by LAN and a new
entity to be formed in connection with the combination. This press release is
not a substitute for the registration statement, prospectus and offering
materials that LAN and the new entity will file with the SEC or any other
documents that they may file with the SEC or send to shareholders in connection
with the proposed combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT, PROSPECTUS, EXCHANGE OFFER DOCUMENTS AND ALL OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION. All such documents, if filed, would be available free of
charge at the SEC’s website (www.sec.gov) or by directing a request to LAN,
through Gisela Escobar Koch, at 56-2-565-3944 or by e-mail at
gisela.escobar@lan.com, or to TAM through Jorge Helito, at 55-11-5582-9715 or by
e-mail at jorge.helito@tam.com.br.