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)
Dear
Valued Customer
We are
excited to announce an agreement to combine* with TAM to create a new
world-class Latin American airline group, called LATAM Airlines Group
S.A.
TAM
Airlines is currently the largest airline in Brazil. Together we would have the
ability to provide better service to our customers in our region and around the
world.
This
decision was part of our strategy to participate in the consolidation process of
the airline sector and would mark the history of the Latin-American civil
aviation.
Our
complementary networks were a natural fit. You would have more flight options
and a better travel experience. Together we would serve over 115 destinations in
23 countries around the world, including destinations in Europe, Asia and North
America. However, TAM and LAN will continue to operate under their existing
operating certificates & brands, and you can expect to continue using all
existing reservations and tickets as planned. LANPASS frequent flyer program
will continue to operate the same and we are committed to finding new ways on
how to make it more appealing.
Based on
our three year history of partnering on our code-share agreement, along with
previous cooperation on maintenance and aircraft purchasing activities, we are
confident that we could successfully and seamlessly integrate our
companies.
We are
excited with the opportunities this partnership offers and sincerely hope to
continue this relationship in the years to come.
Sincerely,
Enrique
Cueto
CEO
LAN
*
LAN and TAM have entered into a non-binding MOU that outlines their intentions
to combine their holdings under a single parent entity. 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.
Note
on 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.