Unassociated Document
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)
Friday, August 13,
2010
Dear all:
Today is a historic day for LAN. With
great pride we want to inform you that today we announced our
intention to combine with TAM S.A., Brasil’s most important airline, to create the
region’s largest Latin American airline group,
called LATAM Airlines Group S.A.
We are convinced this is the best way to
achieve the goal which all
of us at LAN have been working on for the last years: to become the beast Latin
American airline, and one among the top ten in the world.
LAN and TAM are leaders in their
respective markets. With this association we would become in one of
the leading groups in the
world, allowing us to compete and confront challenges of a global marketplace
and of an industry in increasing consolidation, in addition to offering a
product that no other company will be able to offer its clients in the
region.
With Tam we have a long history of
collaboration, we share the same values and strategic vision, making it an ideal
partner. Our networks are complementary, both in destinations, passengers and
cargo, thus will enable the growth of both and of the markets in which we operate.
This association would allow us to fly
to 115 destinations in 23 countries throughout the world, including Europe,
North America and Asia, and to operate a fleet that exceeds
220 aircraft. In addition, to provide the most extensive and complete services network for
passengers and cargo in the region, being a team of 40,000 people dedicated to
deliver the best product to our passengers and cargo
clients.
This key milestone would open the doors
to growth and development opportunities for all of us, including our people which
will have more opportunities of growth and personal
development.
If this association is materialized, our
family will be part of the controlling group of shareholders together with the
Amaro family, owner of TAM. Both airlines will maintain their
respective leadership and corporate governance structures. Enrique will lead
LATAM Airlines Group S.A. as CEO and Ignacio shall assume as executive vice
president of LAN.
Each company shall preserve its identity
and corporate brand,
employing the same logos and colors, and the parent companies shall remain
Santiago and Sao Paulo, as today. This is, without a doubt, an
important point we would to highlight. The key elements of our LAN culture will
be an essential part of this new group of
airlines.
We hope that this process to be
finalized during the first half of next year, and will require the approval of
the relevant regulatory authorities. We will work to develop a plan, of which we
will be timely informing you with clarity. We have also prepared a
questionnaire to answer the initial questions that you may have, included in the
website www.latamairlines.com, which will be permanently updated with
information on this topic.
Today’s announcement is likely to garner media
and investor attention. Should you be contacted by members of the
media or the financial community, please refer all inquiries to Cristina
Pérez Íñigo, writing to her at cristina.perezinigo@lan.com.
Dear all, this moment would not have
been possible without the work, dedication, commitment and care that each of you
has given to this company for many years. That is why we are happy and want you
to feel entirely proud to
be part of LAN in this historic moment, and of this team that will put the name
of our region in the highest position in the world. We invite you to continue
with your work normally, but in particular we invite you to feel part of this
new and transcendent stage that we begin
today.
Best regards,
Enrique Cueto
CEO, LAN Airlines
Ignacio Cueto
COO, LAN Airlines
Forward
Looking Statements
This
letter 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
letter 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 letter 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.