Filed by LAN S.A. Pursuant to

Rule 425 under the Securities Act of 1933 and

Rule 14d-2 under the

Securities Exchange Act of 1934

Subject Company:

TAM S.A.

(Commission File No. 333-177984)

LAN AIRLINES REPORTS NET INCOME OF US$76.1 MILLION FOR FIRST QUARTER 2012

Santiago, Chile, May 11, 2012 – LAN Airlines S.A. (NYSE: LFL), one of Latin America’s leading passenger and cargo airlines, announced today its consolidated financial results for first quarter ended March 31, 2012. “LAN” or “the Company” makes reference to the consolidated entity, which includes passenger and cargo airlines in Latin America. All figures were prepared in accordance with International Financial Reporting Standards (IFRS) and are expressed in U.S Dollars.

HIGHLIGHTS

MANAGEMENT COMMENTS ON FIRST QUARTER 2012 RESULTS

LAN reported net income of US$76.1 million in first quarter 2012, a decrease of 21.8% compared to first quarter 2011. Operating income in the quarter decreased 27.4%, reaching US$111.2 million, with a 7.2% operating margin. Results this quarter were impacted by a 14.7% increase in fuel prices and a more challenging environment in the cargo business, as well as by the ongoing development of LAN Colombia’s operations. In addition, first quarter 2012 results include a one-time cost of US$14.3 million related to the successful completion of the collective bargaining process with certain unions.

During first quarter 2012, LAN’s consolidated revenues increased 12.6% compared to first quarter 2011. Passenger revenues increased 16.4% during the quarter, driven by continued traffic growth and a 2.2% expansion in yields. Passenger traffic growth during the quarter reached 14.0%, while load factors reached 82.9%, 1.9 points higher than 2011, and a historically high level even considering the high season. Total passenger capacity as measured in ASKs grew 11.3% and revenues per ASK (RASK) increased 4.6%.

Capacity increases focused mainly on domestic routes within Chile and regional routes within South America. This expansion was partially offset by decreased capacity on long haul routes to Europe as a result of itinerary changes implemented in 2011, mainly the cancellation of the route between Madrid and Paris in July 2011.

During first quarter 2012, cargo revenues increased 6.2%, driven by a 1.5% increase in cargo traffic and a 4.7% increase in yields, despite a more challenging scenario in Latin American cargo markets. Capacity increased 2.3% during the quarter. As a consequence, load factors decreased from 67.9% to 67.4%. Yields showed a 4.7% improvement compared to first quarter 2011, driven by a higher fuel surcharge, greater than anticipated seasonal demand, and itinerary optimization, leading to a 3.8% increase in unit revenue.

The low increase in cargo capacity during the quarter is a result of no additional freighters being incorporated since January 2011 in addition to decreased availability in the bellies of passenger aircraft due to a higher passenger load factor. On the other hand, the low increase in traffic during the quarter is a response to weaker cargo markets, increasing competition in routes into Latin America, as well as new regulations in Argentina that reduced imports during February 2012, partially offset by growth of the Chilean export market.

Nevertheless, the Company continued to successfully optimize the utilization of the bellies of its passenger aircraft to maximize synergies associated with the Company’s integrated passenger/cargo business model.

Operating expenses increased 17.7% compared to first quarter 2011, while costs per ATK (including net financial expenses) increased 11.9%. Excluding fuel, unit costs increased 8.4%, mainly due to higher costs related to wages and benefits as a result of the US$14.3 million payments made to certain unions as part of the successful completion of their collective bargaining process. Operating costs were also impacted by ongoing expenses related to the development of LAN Colombia’s operations.

Higher fuel prices during the quarter, which increased 14.7% compared to first quarter 2011, generated US$65.0 million in increased fuel costs. Nevertheless, LAN partially offset this impact via fuel surcharges in both passenger and cargo operations. Starting in March 2011, fuel surcharges based on WTI incorporated the crack spread to be better aligned with variations in jet fuel prices. During the quarter, the Company’s financial hedging strategy resulted in a US$13.6 million fuel hedge gain. LAN has hedged approximately 50% of its estimated fuel consumption for the rest of 2012. The fuel hedging strategy consists of a combination of collars, swaps and call options for WTI and Brent.

LAN continued to maintain a solid financial position, with adequate liquidity and a solid financial structure, as reflected by the Company’s BBB Investment Grade international credit rating (Fitch). LAN is one of the few airlines in the world with an Investment Grade rating. At the end of the quarter, LAN reported US$276.8 million in cash and cash equivalents representing 4.7% of revenues for the last twelve months. As of March 31, 2012, the Company reported deposits with aircraft manufacturers (pre-delivery payments) of US$1,118.9 million, US$571.9 million of which were funded directly by LAN. In 2011, the Company also secured committed credit lines for US$208 million. Additionally, the Company has practically no short-term debt, while its long-term debt is mainly related to aircraft financing and has 12 to 15 year repayment profiles with competitive interest rates.

LAN continues to leverage growth opportunities in both cargo and passenger markets, enhancing the Company’s leadership position in Latin America and reflecting its ability to face and mitigate impacts of adverse scenarios such as fuel price volatility and a more challenging environment in the cargo business. Based on LAN’s diversified, solid and flexible business model, as well as the Company’s consistent track record and solid balance sheet, LAN is continuously improving the Company’s long-term strategic position by addressing opportunities, strengthening its market presence and increasing competitiveness.

EBITDAR CALCULATION⁽¹⁾

The following is a calculation of LAN’s EBITDA (earnings before interest, taxes, depreciation and amortization) and EBITDAR (earnings before interest, taxes, depreciation, amortization and aircraft rentals), which the Company considers useful indicators of operating performance.

(1) EBITDA and EBITDAR are not accounting measures and should not be considered in isolation nor as a substitute for net income prepared in accordance with International Financial Reporting Standards (IFRS) as a measure of operating performance. Furthermore, these calculations may not be comparable to similarly titled measures used by other companies.

RECENT EVENTS

Agreement with TAM

On January 18, 2011, LAN and TAM announced that they entered into binding agreements to combine their holdings under a single parent entity to be known as LATAM Airlines Group. The proposed combination of LAN and TAM would be among the major airline groups in the world.

LAN and TAM have successfully obtained the required registrations and authorizations in Brazil and in the United States in order to commence and complete an offer to exchange TAM shares initially for Holdco II shares and ultimately for LAN shares in the form of Brazilian Depositary Receipts (“BDRs”) in Brazil and American Depositary Receipts (“ADRs”) in the United States.

On May 7, 2012, the Brazilian Comissão de Valores Mobiliários (“CVM”) granted authorization for the registration of the LAN BDR program, which was assigned the ticker symbol “LATM11”. On the same date, the CVM and BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“Bovespa”) granted authorization for the registration of the exchange offer in Brazil, the terms and conditions of which are reflected in the Edital de Oferta Pública de Permuta de Ações para Cancelamento de Registro de Companhia Aberta e Consequente Saída do Nível 2 de Governança Corporativa da BM&FBOVESPA regarding TAM (the “Edital”). On May 9, 2012, the SEC declared effective the Registration Statement on Form F-4 relating to the exchange offer and combination (“Form F-4”), clearing the way for the exchange offer to commence in the United States.

Finally, on May 10, 2012, LAN and a newly formed entity, Holdco II, commenced the exchange offer for TAM shares simultaneously in Brazil and in the United States. The exchange offer is currently scheduled to remain open until 5:00 pm, New York time (6:00 pm, Sao Paulo time) on June 11, 2012 and the auction will be held on Bovespa at 9:00 am, New York time (10:00 am, Sao Paulo time) on June 12, 2012.

Dividend

LAN’s General Shareholders Meeting held on April 26, 2012, approved the Company’s dividend policy in regards to 2011 net income. The final dividend approved amounted to US$18.5 million, representing US$0.05414 per share, to be paid on May 17, 2012, to shareholders of record as of May 11, 2012. Together with the US$56.6 million dividend payment made in September 2011 and the US$85.0 million paid in January 2012, LAN’s 2011 dividend payments were equivalent to 50% of the Company’s 2011 net income.

Fleet Plan

In line with the Company’s expansion, during first quarter 2012, the Company received 2 Airbus A319 aircraft.

During the remainder of 2012, LAN expects to receive 10 additional Airbus A320 family aircraft to operate domestic and regional routes, as well as 9 Boeing 767-300 and the first 2 Boeing 787-8 Dreamliners for long-haul routes. During 2012, the Company’s fleet plan also includes the sale of 5 Airbus A318 aircraft and the return of 2 leased Boeing 767-300, while also returning 3 Boeing 737-700s operated by LAN Colombia. Regarding the cargo fleet, during 2012, the Company expects the delivery of 2 Boeing 777F freighter aircraft.

LAN’s estimated fleet plan and associated capital expenditures are shown in the table below.

OUTLOOK

Considering current market conditions, the Company expects passenger ASK growth of between 12% and 14% in 2012, mainly driven by the net delivery of 13 passenger aircraft. Regarding cargo operations, LAN currently expects ATK growth to be between 3% and 5% in 2012. The reduction in cargo capacity expansion reflects a more challenging demand and competitive environment in the global cargo markets.

CONSOLIDATED FIRST QUARTER 2012 RESULTS

Net income in first quarter 2012 totaled US$76.1 million compared to US$97.2 million in the same period 2011. Net margin for the quarter decreased from 7.1% in 2011 to 5.0% in 2012.

Operating income amounted to US$111.2 million in first quarter 2012 compared to US$153.3 million in first quarter 2011. Operating margin in the quarter decreased from 11.2% in 2011 to 7.2% in 2012.

Total operating revenues increased 12.6% compared to first quarter 2011, reaching US$1,536.7 million. This reflected a:

Passenger and cargo revenues accounted for 74.1% and 23.9% of total revenues for the quarter, respectively.

Passenger revenues increased 16.4%, driven by 14.0% traffic growth and a 2.2% increase in yields. Load factors increased from 80.9% to 82.9%, as traffic growth outpaced the 11.3% increase in capacity. Passenger

capacity increases focused mainly on domestic routes within Chile and regional routes within South America, partially offset by decreased capacity on long haul routes to Europe as a result of itinerary changes implemented in 2011. Overall, revenues per ASK increased 4.6%. Traffic grew as a result of an 18.3% increase in domestic traffic (including domestic operations of LAN and its affiliates in Chile, Argentina, Peru, Ecuador and Colombia), and an 11.9% increase in international traffic. International traffic accounted for 66.7% of total passenger traffic during the quarter.

Cargo revenues increased 6.2% in the quarter, driven by a 1.5% increase in cargo traffic and a 4.7% increase in yields, reflecting a more challenging scenario in Latin American cargo markets. Capacity increased 2.3% during the quarter. As a consequence, load factors decreased from 67.9% to 67.4%. Revenues per ATK increased 3.8% compared to first quarter 2011.

Other revenues decreased 24.7% mainly due to the exclusion of the revenues of Blue Express, LAN’s logistic and courier subsidiary sold in early April 2011.

Total operating expenses increased 17.7% during the quarter, while unit (ATK) costs increased 11.9% compared to first quarter 2011. Higher jet fuel prices during the quarter led to approximately US$65.0 million in higher fuel costs considering current fuel consumption levels. Excluding fuel, unit costs increased 8.4% mainly due to higher wages and benefits as a result of the US$14.3 million payments made to certain unions as part of the successful completion of their collective bargaining process. Operating costs were also impacted by ongoing expenses related to the development of LAN Colombia’s operations. Changes in operating expenses were mainly due to the following:

Non-operating results

*****

About LAN

LAN Airlines is one of the leading passenger and cargo airlines in Latin America. The Company and its affiliates serve over 100 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 code share agreements. 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, Ecuadorian and Colombian domestic markets.

Currently, LAN Airlines and its affiliates operate 137 passenger aircraft while LAN Cargo and its respective affiliates have a fleet of 14 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 the protection of the environment.

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 10 years. For more information please visit www.lan.com or www.oneworldalliance.com

******

Note on Forward-Looking Statements

This report contains forward-looking statements. Such statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” 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.

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 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.

LAN Airlines S.A.

Consolidated Income Statement (in thousands of US Dollars)

LAN Airlines S.A.

Consolidated Operational Statistics

LAN Airlines S.A.

Consolidated Balance Sheet (in thousands of US Dollars)

LAN Airlines S.A.

Consolidated Fleet

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, including with respect to the negotiation, implementation and effects of the proposed combination of LAN Airlines S.A. and TAM S.A. 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 document relates to a proposed business combination between LAN Airlines S.A. (“LAN”) and TAM S.A. (“TAM”), which is the subject of a registration statement on Form F-4 (Registration No. 333-177984) filed with the SEC by LAN and Holdco II S.A. (“Holdco II”) which has been declared effective by the SEC and the offer to exchange/prospectus included therein. This document is not a substitute for the registration statement, offer to exchange/prospectus or any other offering materials or other documents that LAN and Holdco II have filed or will 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, OFFER TO EXCHANGE/PROSPECTUS AND ALL OTHER OFFERING MATERIALS AND 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.

This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.