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Notiziario Marketpress di Mercoledì 01 Ottobre 2003
 
   
  AF-KLM DIVENTANO IL PRIMO GRUPPO EUROPEO DI TRASPORTO AEREO

 
   
  Parigi, 1 ottobre 2003 - Paris, France and Amstelveen, The Netherlands - September 30, 2003 - Air France (Euronext: Airf.pa) and Klm Royal Dutch Airlines (Euronext: Klm; Nyse: Klm). Air France and Klm announce that they expect to conclude an agreement that would lead to the creation of Europe´s leading airline group through a share exchange offer by Air France for Klm common shares. The new group will be called Air France-klm and will capitalize on two well-known brands, strong hubs and complementary networks. This major strategic step is unprecedented in the European airline industry and is expected to create substantial value for shareholders. The Boards of both companies believe that this proposed combination is in the best interest of customers, shareholders and employees of both groups and represents a significant opportunity for further growth. Jean-cyril Spinetta, Chairman and Chief Executive Officer of Air France, said: We have always been convinced of the necessity of consolidation in the airline industry. Today, we announce a combination with Klm that will create the first European airline group, which is a milestone in our industry. This will bring significant benefits to customers, shareholders and employees. Capitalizing on the two brands and on the complementary strengths of both companies, we should, within Skyteam, be able to capture enhanced growth opportunities."Leo van Wijk, President and Chief Executive Officer of Klm, said: "Klm has been pointing out the need for consolidation in light of the challenges facing our industry, and we have not made it a secret we were looking for a strong European partner. Through this innovative partnership with Air France and our subsequent expected participation in the Skyteam alliance, we are confident that we have secured a sustainable future for our company. Our valuable Schiphol hub will be an integral part of the dual hub strategy of the new airline group, allowing us to build on what Klm and its staff have achieved over nearly 85 years." The Supervisory Board and Board of Managing Directors of Klm have unanimously recommended the transaction. The Air France Board has authorized the Chairman and Ceo of Air France, Jean-cyril Spinetta, to sign the agreement enabling the implementation of the combination between the two airline companies. Air France and Klm expect to sign the transaction agreement within the next few weeks. Main Financial Terms of the Proposed Exchange Offer Exchange offer11 Air France shares and 10 Air France warrants for 10 Klm common shares Including New York Registry Shareswarrants3 Air France warrants give the right to subscribe or to acquire 2 Air France To be subsequently renamed Air France-klm shares at an exercise price of Eur 20; maturity of 3.5 years after the closing of the transaction, exercisable after 18 monthsIndicative value of the offerEur 16.74 per Klm common share Based on closing share prices as at September 29, 2003 and warrant valuation as set out in Appendix 2. The envisaged transaction values the common share capital of Klm at approximately Eur 784 million (including the theoretical value of the warrants) and the exchange offer represents a premium of 40 per cent over the closing share prices of Klm at September 29, 2003 and 77 per cent based on the average closing share prices of Air France and Klm shares over the last three months. Assuming 100 per cent acceptance of the offer and before exercise of the warrants: - Current Klm common shareholders would own 19 per cent of the enlarged group. - The shareholding of the French State in Air France would mechanically be diluted from 54 per cent to 44 per cent. - The other Air France shareholders would own 37 per cent of the enlarged group. Air France will make an offer to all Klm common shareholders, including those in the Us. Shares and warrants of Air France are expected to be listed on Euronext Paris (primary listing), Euronext Amsterdam and on the New York Stock Exchange (in the form of American Depository Shares). One Group - Two Airlines - Three Core Businesses Combined, Air France and Klm have Eur 19.2 billion in aggregate annual revenues, serve 226 destinations worldwide, operate a fleet of some 540 aircraft and employ approximately 106,000 people (in the fiscal year 2002/03). In creating one group, while maintaining two operating companies and building on the strengths of their respective brands, hubs and networks, the group will continue to focus on three core businesses: Passengers (77 per cent of aggregate revenues), Cargo (14 per cent) and Maintenance (4 per cent Share in combined revenues only takes into account third party turnover). Based on fiscal year 2002/03 The proposed transaction will strengthen the Skyteam alliance, which will become the second largest alliance worldwide. In most areas, the group will also continue to benefit from ongoing cooperation with the respective partners of both airlines. Furthermore, in the medium term, the combined group could be reinforced by the potential integration of Alitalia. Synergies Air France and Klm have identified and evaluated a number of areas for potential synergies. These are expected to gradually increase and have a positive impact on the consolidated operating income of at least of Eur 385-495 million as of the fifth year on an annual basis. Synergy benefits should be realized through network optimization, improved deployment of assets (both for the passenger and cargo businesses), better offerings in maintenance and cost savings in the fields of procurement, sales and distribution, maintenance and information technology. Customers can expect to benefit from these synergies through an extended route network with increased flight frequencies, attractive pricing and seamless service throughout the network. The Klm restructuring plan announced in April 2003 will not be impacted by the implementation of the above-mentioned synergy plan and Klm management remains committed to delivering the Eur 650 million improvements in operating income by April 1, 2005. Structure of the New Group Following the proposed combination of Air France and Klm and as soon as legally possible, it is the intention that all Air France assets will be contributed to a newly created operating company (Air France). The currently listed Air France Company, renamed Air France-klm, will then hold two operating companies: Air France and Klm. The combination is structured to ensure and protect Klm´s international traffic rights going forward. Notably, 51 per cent of voting interest in Klm will be held by two Dutch Foundations and the Dutch State during a transitional period of three years. The current option agreement with the Dutch State will remain in place, subject to certain amendments. Governance The Chairman and Ceo of Air France will be Chairman and Ceo of Air France-klm. The Ceo of Klm will be Vice Chairman of the Air France-klm Board. A Strategic Management Committee at Air France-klm´s level will be responsible for the overall group strategy. Stakeholders´ Assurances To protect specific interests of Klm and its stakeholders (including, amongst others, securing traffic rights, fair long-term hub development of Amsterdam Airport Schiphol and preservation of the Klm brand and Klm´s Dutch identity), Air France will agree to give certain assurances to Klm and the Dutch State, whilst preserving the interests of the new group and its shareholders. Under Dutch law, a separate Klm assurances foundation will be established, whose Board will have certain powers of oversight concerning these assurances. The duration of these assurances has been agreed for the period of five years with respect to the Klm assurances and has been agreed for the period of eight years with respect to assurances granted to the Dutch State. Indicative Timetable September 30, 2003Initial public announcementOctober 15, 2003Signing of the final transaction agreement (expected)Expected October 2003Filing with Department of Justice and European Commissionfirst half of March 2004 (*)Exchange offer to be launchedSecond half of March 2004Extraordinary General Meetings of Air France and Klm shareholdersFirst half of April 2004Closing of the proposed exchange offer (*) The timeframe between this initial public announcement and the launch of the exchange offer is primarily driven by regulatory requirements relating to the listing of Air France-klm shares in the United States. The Dutch Authority for the Financial Markets (´Afm´) will be duly involved and will, to the extent required, be requested to grant exemptions, in order to comply with applicable legal requirements for public offers. Financial Advisors Lazard acted as financial advisor to Air France in this transaction. Each of Abn Amro (lead) and Citigroup acted as financial advisor to Klm in providing a fairness opinion, stating that the consideration is fair, from a financial point of view, to the Klm common shareholders. Table of contents of the appendices - Strategic rationale of the transaction - Key terms and conditions of the proposed transaction - A value-creating transaction - Organization and Management - Assurances  
   
 

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