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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Terms
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• Companies
have entered into a non-binding MOU to combine their holdings under a
single parent entity
• Would
result in new Latin American airline group that would be among the world’s
leading airlines
• TAM
shareholders would be offered 0.90 shares of LATAM common stock for each
share of TAM
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Benefits to Consumers and
Communities
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• Seamless
travel: an increase in flights, destinations, and connections
• LATAM
will fly to more than 115 destinations in 23 countries
• All
existing routes will be maintained and new service/cities
added
• Would
be among the leading airline groups in the world in terms of passengers
carried
• Comprehensive,
expanded loyalty program
• Cargo
customers would have access to the most extensive cargo network in Latin
America - with more capacity, frequency, and destinations than any other
carrier
• 45+
million passengers combined in 2009
• Combined
cargo of 832,000 tons combined in 2009
• Travel
across Latin America, between Latin America and the
world
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Leadership and
Headquarters
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• Mauricio
Rolim Amaro – Chairman of the Board of LATAM
• Enrique
Cueto – CEO of LATAM
• Maria
Claudia Amaro – Chairman of the Board of TAM S.A.
• Marco
Bologna – CEO of TAM S.A.
• Libano
Barroso – CEO of TAM Linhas Aéreas
• Ignacio
Cueto – CEO of LAN
• LAN
HQ in Santiago, TAM HQ in Sao Paulo
• Both
existing operating certificates and brands will be
retained
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Employee Benefits
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• Employees
would benefit from enhanced career opportunities and faster
growth
• Scale
and diversity of the new carrier would help promote stability and greater
financial strength, benefiting all stakeholders including
employees
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Financial Benefits
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• Annual
synergies of approximately US $400 million
• Expected
to come broadly in equal proportion from alignment of the passenger
networks, growth in the cargo network and reduced costs
• Would
expect to implement ~1/3 of synergies in year one; 100% by year
three
• One-time
transaction costs largely offset by the end of year one
• Combined
revenues of US $8.5 billion (2009)
• Potential
integration risks should be mitigated by complementary nature of
networks
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Closing Conditions
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• Subject
to both airlines entering into a binding definitive agreement and
satisfaction of conditions, including corporate and shareholder approvals
and actions and regulatory
approvals
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Forward
Looking Statements
This
report 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
report 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 report 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.