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)
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 SECs 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.
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Material May 2012 |
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FORWARD-LOOKING STATEMENTS
This
document
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
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),
a
new
entity
formed
in
connection
with
the
combination,
which
has
been
declared
effective
by
the
SEC
and
the
prospectus
included
therein.
This
document
is
not
a
substitute
for
the
registration
statement,
prospectus
and
offering
materials
that
LAN
and
Holdco
II
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
SECs
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.
2 |
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Creating a global airline group
3
Creating the largest airline group in Latin America
(1)
Passenger and cargo operations to more than
150 destinations in over 23 countries
Largest frequent flyer program in the region
Benefits for clients, shareholders and suppliers
Complementary assets and market positions
(almost no network overlap)
More share liquidity, benefiting shareholders
Consolidation in the airline industry
Worldwide consolidation of airlines through
mergers and acquisitions
Airlines are increasing their presence in Latin
America due to the regions high growth
perspective
Unique opportunity to become the leading airline in
Latin America
One of the worlds fastest growing regions
Strong presence in Latin Americas main markets
Leading position with significant competitive
advantages
(1) Combined figures calculated as the sum of LAN and TAM figures.
Do not represent audited pro-
forma or projections |
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LAN and TAM performance in 2011
4
EBITDAR
Margin
(US$
millions)
1
Operating
Margin
(US$
millions)
1
Aircraft
3
Revenue
(US$
billions)
1
Employees
(thousands)
3
%
%
Net
Income
(US$
millions)
1,
2
29.8
161
-201
1,288
585
7.8
(4)
7.5%
16.6%
21.8
149
320
1,119
540
5.7
9.4%
19.6%
Passengers
(millions)
37.7
22.6
(1) TAMs financials converted into US Dollars at an exchange rate of 1.675 R$/US$
for 2011 (2) TAMs net income includes a non operating impact due to
exchange differences and mark-to-market. (3) Figures as of December 31,
2011 (4) Net Revenues |
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Both companies show a solid financial track record
5
TAM
(1)
(US$ Millions)
LAN (US$ Millions)
(1) TAMs
financials
converted
into
US
Dollars
at
an
exchange
rate
of
1.994
R$/US$;
1.759
R$/US$
and
1.675
R$/US$
for
2009, 2010 and 2011, respectively. |
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LATAM will be the largest airline in the region
6
Passengers (Millions 2011)
Fleet Size (Dec 31, 2011)
Source: Airline Business, One Source, Annual Reports, Airline Monitor,
Euromonitor, (1)
Around 15 destinations are served by both TAM and LAN
37.7
36.2
22.6
20.8
7.7
TAM
GOL
LAN
Avianca-Taca
COPA
161
149
121
94
73
TAM
LAN
GOL
Avianca-Taca
COPA
Destinations (2011)
(1)
100
100
76
65
59
LAN
Avianca-Taca
GOL
TAM
COPA |
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and in terms of passenger and cargo transported
7
Top 12 airlines in passengers transported
Millions of passengers, 2011
Top 12 airlines in cargo transported
Thousands of tons, 2011
Source: Company filings.
(1)
Combined figures calculated as the sum of LAN and TAM figures. Do not represent audited
pro-forma or projections * JAL information as of 2010.
1
1
5
1
5
10
52
53
60
69
75
76
81
86
96
101
111
113
IAG
US Airways
TAM + LAN
China Eastern
AF-KLM
Ryanair
China Southern
American
United
Lufthansa
Southwest
Delta
911
1.116
1.135
1.145
1.156
1.390
1.426
1.443
1.649
1.720
1.767
2.120
JAL*
TAM + LAN
China Southern
China Airlines
Singapore
United
Air China
China Eastern
Cathay
Korean Air
Emirates
Lufthansa
1
10 |
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8
LAN Airlines
Santiago, 1929
LAN Peru
Lima,
1999
LAN Ecuador
Guayaquil, 2003
LAN Argentina
Buenos Aires, 2005
LAN Colombia
Bogota, 2010
Global context has created an opportunity for a Latin American market leader to
emerge TAM Linhas Aéreas
São Paulo, 1976
TAM Mercosur
Asunción, 1996 |
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9
LATAM will offer the broadest connectivity
LAN
TAM
GOL
COPA
Avianca
TACA
Aerolineas Argentinas
Airline Hubs:
TAM + LAN |
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with strong presence in domestic markets
10
ASKs
Source: Diio Mi: Market Intelligence for the Aviation Industry
Note: Information as of 2011
Aerolíneas
Argentinas
TAM
LAN
Avianca
TACA
TAME
LAN
LAN
GOL
Sky
LAN
Avianca
TACA
Avianca
TACA
COPA
LAN
Peruvian
Icaro
0%
20%
40%
60%
80%
100%
Argentina
Brazil
Chile
Colombia
Ecuador
Peru |
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and connecting South America with the world
11
ASKs
Source: Diio Mi: Market Intelligence for the Aviation Industry
Note: Information as of 2011.
LAN
American
BA -
Iberia
TAM
LAN
Air France -
KLM
Avianca -TACA
TAM
LAN
GOL
United-Continental
TAM
Aerolineas Argentinas
Delta
Lufthansa-Swiss
Pluna
Avianca-TACA
TAP
Others
Others
Alitalia
Air Europa
Aerolineas Argentinas
Avianca-TACA
Others
0%
20%
40%
60%
80%
100%
Within
South America
USA and
Canada
Europe |
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LAN cargo expertise + TAM market opportunity = potential for cargo growth
LANs global and diversified cargo network
with TAMs Brazilian market presence
Brazil is the largest domestic cargo market in
Latin America
TAM offers significant strengths
Domestic widebody network
Existing cargo operation
Strong European network with growth potential
North America to
South America
Europe to South
America
Regional (intra) South
America
12 |
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LATAM will consolidate different business units
13
Source: Company filings (press release 4Q2011)
(1)
Considers
the
year
ended
on
December
31
,
2011.
TAMs
financials
converted
into
US
Dollars
at
an
exchange
rate
of
1.675 R$/US$
(2)
Net revenues
LAN Revenues
(1)
: US$ 5.7 billion
TAM Revenues
(1)(2)
: US$ 7.8 billion
International
Passengers
43%
LAN Domestic
Passengers
27%
Freight
28%
Others
2%
TAM Domestic
Passengers
46%
International
Passengers
28%
Freight
10%
Multiplus
9%
Others
7%
st |
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LATAMs leadership within a region with significant growth potential
14
Ecuador
Mexico
Chile
UK
Trips per Capita
*
(as of 2011)
* Note: domestic and international trips by all carriers
Source: IATA, Boeing, IMF, CIA, Bloomberg
IATA Passenger Traffic Growth
(RPKs as of 2011)
0,5%
5,4%
9,1%
11,3%
8,6%
2,2%
Africa
Asia/Pacific
Europe
Latin
America
Middle East
North
America
Latin America was the fastest growing region
(measured in RPKs) during 2011
World Average
5.9%
2,74
2,56
0,76
0,49
0,47
0,46
0,46
0,40
0,39
0,0
1,0
2,0
3,0
Argentina
Peru
Brazil
Colombia
USA |
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captured through a modern and efficient fleet plan
15
Narrowbody Fleet: 99
Widebody Fleet: 36
Cargo Fleet: 14
Narrowbody Fleet: 132
Widebody Fleet: 29
(fleet as of Dec 2011)
(fleet as of Dec 2011)
Source: TAM and LAN (press release 4Q2011) |
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Both Companies operate well established frequent flyer program
16
The new combined program should drive customer loyalty,
business growth and ancillary revenue streams
Over 9.4 million members
(as of Dec 31, 2011)
5.8 million members
(as of Feb 29, 2012) |
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17
LATAMs business unit structure
Board of Directors LATAM
LATAM CEO
LAN CEO
Domestic Passenger
Business Unit
C A R G O
Cargo
Business Unit
International Passenger
Business Unit
Long-haul business
Regional business
Domestic Brazil
Business Unit
LAN Chile
LAN Peru
LAN Argentina
LAN Ecuador
LAN Colombia
TAM CEO
MRO
Business Unit |
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18
will be run by executives with extensive experience in the airline industry
A lifetime experience in the airline
business, Mr. Mauricio Amaro has
been a member of TAMs Board of
Directors since December 2004,
serving as Vice President since
April 2007.
Enrique Cueto
LATAM CEO
Marco Antonio Bologna
TAM CEO
Ignacio Cueto
LAN CEO
Mauricio Amaro
LATAM Chairman
Mr. Marco Antonio Bologna is
TAMs current CEO and a member
of TAMs Board of Directors,
positions he has held since August
2009. His experience in TAM dates
back over 10 years during which he
was CFO of TAM (2003-2004)
among other positions and
responsibilities.
Mr. Enrique Cueto has been
CEO of LAN since 1994, after
serving for 10 years as CEO of
Fast Air, a Chilean cargo
airline. He is an active member
of the boards of the Oneworld
alliance and of IATA, among
other organizations.
Mr. Ignacio Cueto Plaza began
his career in the aviation industry
in 1985 with Fast Air, becoming
its CEO in 1993.Since then, hes
been CEO of LAN Cargo (1995-
1998) and CEO of LANs
passenger business (1999-2005)
and is currently COO of LAN
Airlines. |
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Employees come from throughout South America
19
Employees By Country
(1)
(as of Dec 2011)
Source: TAM and LAN (press release 4Q2011)
(1) Combined figures calculated as the sum of LAN and TAM figures. Do not represent
audited pro-forma or projections 21.838
29.728
51.566
56%
44%
28,367
28,882
11,315
11,416
2,370
2,849
3,468
3,497
1,690
1,690
1,702
1,728
1,293
1,361
1,504
LAN
TAM
LAN + TAM
Brazil
Chile
Argentina
Peru
Ecuador
Colombia
Others |
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Appendix
20 |
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Corporate structure after the merger is completed
21
Note: assumes 100% participation of TAM shareholders in the exchange offer
All stock transaction:
TAM
shareholders are offered newly issued
LAN shares (1 TAM = 0.9 LAN)
Structure
designed
to
comply
with
foreign
ownership
restrictions,
including 20% foreign ownership
restriction in Brazil
Economic alignment of all
shareholders
LATAM AIRLINES GROUP
(Currently LAN)
Chile
TAM S.A.
Brazil
HoldCo I S.A.
Chile
TAM Controlling
shareholders
13.6%
LAN Controlling
shareholders
24.1%
Others LAN
46.8%
100% ON Shares
(voting)
Others TAM
15.5%
100%
PN
Shares
(non voting)
80% Voting Shares
20% Voting Shares
100% Non Voting Shares
Multiplus
Brazil
TLA
Brazil
100%
73% |
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For additional information see:
22
1.
Form F4 Registration Statement, including but not limited to the
Q&A on pages 1 through 15
2.
Information Agent: D.F. King:
Banks and Brokerage Firms, Please Call: (212) 269-5550
Shareholders and All Others Call Toll-Free (800)-676-7437
3.
Websites:
LANs website at www.lan.com,
LATAMs website at www.latamairlines.com
TAMs website at www.tam.com.br. |
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