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)
Contact for TAM
S.A.
Tel:
+55 11 5582 9715
invest@tam.com.br
|
Contact for LAN
Airlines S.A.
Tel:
+56 2 565 8785
investor.relations@lan.com
|
LAN
AND TAM ANNOUNCE PRESENTATION TO THE BRAZILIAN NATIONAL CIVIL AVIATION
AGENCY
Santiago, Chile
and Sao Paulo, Brazil, October 20, 2010.- LAN Airlines S.A. (LAN) (NYSE:
LFL/IPSA: LAN) and TAM S.A. (TAM) (BM&FBOVESPA: TAMM4/NYSE: TAM)
today announced that LAN, TAM and their respective controlling shareholders have
agreed on the final transaction structure for the transaction described in the
Memorandum of Understanding signed by both companies on August 13,
2010. In this context, TAM’s subsidiaries (i) TAM Linhas Aéreas S.A.,
(ii) Pantanal Linhas Aéreas S.A. and (iii) TAM Milor Táxi Aéreo, Representações,
Marcas e Patentes S.A. have submitted this structure for the approval of the
Brazilian National Civil Aviation Agency (ANAC).
The
structure presented to ANAC is the following:1
FINAL
TRANSACTION STRUCTURE
1
|
The
structure assumes that all LAN and TAM shareholders participate in the
transaction and that, except for the shares contemplated to be issued in
the transaction, the number of outstanding shares of LAN and TAM does not
change.
|
The
approval of ANAC is a mandatory requirement to complete this
transaction. Both companies continue working towards implementing the
announced transaction, which is still subject to the parties entering into
necessary definitive agreements, and satisfaction of conditions, including
regulatory and corporate approvals and actions.
Any
further information about this transaction: www.latamairlines.com.
About
LAN
LAN
Airlines is 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 91 passenger aircraft. LAN Cargo and its respective
affiliates have a fleet of 11 dedicated freighters. The Company has
one of 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
Airlines (www.tamairlines.com.br), a member of Star Alliance, leads the
Brazilian domestic market since July 2003 and has ended the month of September
with a 42.4% market share. The company flies to 44 destinations in
Brazil. With the business agreements signed with regional companies,
it goes to 88 different destinations in national territory. TAM’s market share
among Brazilian airlines that operate international flights was of 84.5% in
September. International flights include direct flights to 17 destinations in
the United States, Europe and South America: New York, Miami and
Orlando (USA), Paris (France), London (England), Milan (Italy), Frankfurt
(Germany), Madrid (Spain), Buenos Aires (Argentina), Cochabamba and Santa Cruz
de la Sierra (Bolivia), Santiago (Chile), Asuncion and Ciudad del Este
(Paraguay), Montevideo (Uruguay), Caracas (Venezuela) and Lima (Peru).
Furthermore it has codeshare agreements that allow sharing seats in flights with
international companies, thus allowing passengers to travel to another 78
destinations in the USA, South America, Europe and Asia. The Star
Alliance network, in turn, offers flights to 1172 airports in 181 countries. TAM
is a pioneer in launching a loyalty program for the airline in Brazil. TAM
Fidelidade has already distributed 10.8 million airplane tickets through point
redemption and is part of the Multiplus, which now has 7.2 million
members.
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 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. 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 Investor Relations, at 56-2-565-8785 or by e-mail at
investor.relations@lan.com,
or to TAM Investor Relations, at 55-11-5582-9715 or by e-mail at invest@tam.com.br.