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Don't know where to really put this since TAM is *A & LAN is OW:
http://tam.riweb.com.br/tam/Show.aspx?id_materia=27726
The group created with the Operation will provide passengers air transport for more than 115 destinations in 23 countries, and also provide cargo services throughout Latin America and across much of the Globe, with more than 40,000 employees cooperating to the growth and development of the Companies, representing a material increase on the value of shareholders’ investment and an important progress to the Latin America airline industry.
INFORMATION ABOUT THE OPERATION
The Memorandum of Understanding establishes that LAN Controlling Shareholders shall maintain the control of LAN and that TAM Controlling Shareholder shall maintain the control of TAM, holding 80% of TAM’s voting stock, and also holding a participation on LAN. The Combination will be achieved with the implementation of several steps that will end up in a public offer in order to exchange shares and cancel TAM registration as a public held company (“TAM Public Offer”), and such exchange will involve outstanding TAM preferred shares (including those held by TAM Controlling Shareholder), along with the outstanding TAM common shares (excluding those held indirectly by TAM Controlling Shareholder), pursuant to CVM Instruction No. 361 of March 5th, 2002, as amended.
Through the TAM OFFER, shareholders will receive, in exchange for their shares a certain number of shares from a holding company (“Holding”) that, in a continuous act, will be merged by and into LAN. As a consequence of this merger, shareholders will receive determined number of LAN shares, represented by Brazilian Depositary Receipts – BDR, in a way that, by adhering to TAM PUBLIC OFFER, TAM shareholders will become LAN shareholders, subject to the following exchange rate: each TAM share will correspond to 0.90 LAN share/BDR.
In other words, each preferred share without voting rghts and each common share with voting rights issued by TAM will be equivalent to 0.90 common share with voting rights issud by LAN. It is pointed out that the exchange rate will be the same for TAM Controlling Shareholder and other TAM shareholders that are not part of the controlling group, assuring equal treatment to all TAM shareholders.
TAM PUBLIC OFFER will be effective only if, among other conditions usual to this type of offer, at least shareholders representing 95% of TAM’s stock adhere.
As a result, TAM will be delisted in Bolsa de Valores, Mercadorias e Futuros (“BM&FBovespa”) and also its ADRs will be delisted in New York Stock Exchange (“NYSE”), and LAN (that will have its corporate name changed to LATAM, as described below) will have BDRs listed and negotiated in BM&Fbovespa, besides the shares already listed and negotiated in the Chile stock exchange and the ADRs listed and negotiated on NYSE.
GORPORATE GOVERNANCE
The controlling shareholders of LAN and TAM have agreed upon a jointly managed governance model regarding the administration of LATAN, aligned in all activies of this new group: Mauricio Rolim Amaro, current Vice President of the Board of Directors at TAM, will serve as Chairman of Board of Directors of LATAM and Enrique Cueto, current CEO of LAN, will serve as LATAM CEO.
REGULATORY APPROVAL
Besides the regulatory approvals required by the Chilean existing law, the Operation will be submitted to appreciation by the National Agency of Civil Aviation – ANAC and by the organizations that comprise the Brazilian System for Defense of Competition.
TAM CAPITAL INCREASE, APPROVED BY THE MEETING OF THE BOARD OF DIRECTORS OF JULY 30TH, 2010 – RESTART OF THE PREEMPTIVE RIGHT TO THE COMPANY’S SHAREHOLDERS COUNTDOWN
Due to this Operation the Board of Directors of TAM approved, on the date hereof, restart the countdown to the exercise of TAM’ shareholders preemptive rights, as previously approved on and according to the terms on the meeting of the Board of Directors and the Notice to the Market, both dated as of July 30th, 2010, that initiated on August 2nd, 2010, for 30 days from da this day (August 13th, 2010). To the shareholders that already exercise their preemptive right will be given the opportunity to re-evaluate their decision during this new period. Shareholders owning the Company’s shares deposited at Itaú Unibanco S.A. intending to exercise the preemptive right to subscribe the new shares shall go to any Itaú Unibanco S.A. branch, until September 14th, 2010, during banking hours. Shareholders owning the shares deposited at the Assets Depositary Central of BM&FBovespa (“Assets Depositary Central”) shall exercise their respective rights by their custody agents and according to the rules set forth by the Assets Depository Central, also until September 14th, 2010. Other terms and conditions regarding the capital increase remain as approved by TAM’s Board of Directors and as described on the Notice to the Market, both dated as of July 30th, 2010.
ABOUT TAM
We are a member of the Star Alliance, leaders in the Brazilian domestic market since 2003 and held a 43.0% domestic market share and 82.7% international market share in June 2010. We operate regular flights to 44 destinations throughout Brazil and we serve 88 different cities in the domestic market through regional alliances. Operations abroad include our flights to 18 destinations in the United States, Europe and South America. We have code-share agreements that make possible the sharing of seats on flights with international airlines, enabling passengers to travel to 79 other destinations in the U.S., Europe and South America. The Star Alliance network, in turn, offers flights to 1167 airports in 181 countries. At the end of June 2010, TAM had a fleet of 143 aircraft, comprising Airbus A340, A330, A321, A320 and A319 aircraft and Boeing models B777 and B767 aircraft, operating approximately 720 domestic and 90 international flights daily. We were the first Brazilian airline company to launch a loyalty program. Currently, the program has over 7.2 million subscribers and has awarded more than 10.8 million tickets. For information please visit www.tam.com.br.
About LAN
LAN is a 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 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 and its affiliates operate one of the most modern fleets in the world, with 87 passenger aircraft. LAN Cargo and its respective affiliates have a fleet of 11 dedicated freighters. The Company has one 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
http://tam.riweb.com.br/tam/Show.aspx?id_materia=27726
MATERIAL FACT
TAM S.A. (Bovespa: TAMM4 and NYSE: TAM) (“TAM”), in compliance with Law No. 6.404/76 and the CVM Instruction No. 358/02, both as amended, informs to its shareholders and to the market, that on the date hereof executed, together with its controlling shareholder, Tam Empreendimentos e Participações S.A. (“TAM Controlling Shareholder”), LAN AIRLINES S.A. (“LAN”, and together with TAM, “Companies”), and LAN shareholders Costa Verde Aeronáutica S.A. e Inversiones Mineras del Cantábrico S.A. (“LAN Controlling Shareholders” and, together with TAM, the “Controlling Shareholders”), a Memorandum of Understanding (“Memorandum of Understanding”) in order to regulate the terms and conditions to negotiate a combination of activities among the Companies (“Combination” or “Operation”).
TAM S.A. (Bovespa: TAMM4 and NYSE: TAM) (“TAM”), in compliance with Law No. 6.404/76 and the CVM Instruction No. 358/02, both as amended, informs to its shareholders and to the market, that on the date hereof executed, together with its controlling shareholder, Tam Empreendimentos e Participações S.A. (“TAM Controlling Shareholder”), LAN AIRLINES S.A. (“LAN”, and together with TAM, “Companies”), and LAN shareholders Costa Verde Aeronáutica S.A. e Inversiones Mineras del Cantábrico S.A. (“LAN Controlling Shareholders” and, together with TAM, the “Controlling Shareholders”), a Memorandum of Understanding (“Memorandum of Understanding”) in order to regulate the terms and conditions to negotiate a combination of activities among the Companies (“Combination” or “Operation”).
The group created with the Operation will provide passengers air transport for more than 115 destinations in 23 countries, and also provide cargo services throughout Latin America and across much of the Globe, with more than 40,000 employees cooperating to the growth and development of the Companies, representing a material increase on the value of shareholders’ investment and an important progress to the Latin America airline industry.
INFORMATION ABOUT THE OPERATION
The Memorandum of Understanding establishes that LAN Controlling Shareholders shall maintain the control of LAN and that TAM Controlling Shareholder shall maintain the control of TAM, holding 80% of TAM’s voting stock, and also holding a participation on LAN. The Combination will be achieved with the implementation of several steps that will end up in a public offer in order to exchange shares and cancel TAM registration as a public held company (“TAM Public Offer”), and such exchange will involve outstanding TAM preferred shares (including those held by TAM Controlling Shareholder), along with the outstanding TAM common shares (excluding those held indirectly by TAM Controlling Shareholder), pursuant to CVM Instruction No. 361 of March 5th, 2002, as amended.
Through the TAM OFFER, shareholders will receive, in exchange for their shares a certain number of shares from a holding company (“Holding”) that, in a continuous act, will be merged by and into LAN. As a consequence of this merger, shareholders will receive determined number of LAN shares, represented by Brazilian Depositary Receipts – BDR, in a way that, by adhering to TAM PUBLIC OFFER, TAM shareholders will become LAN shareholders, subject to the following exchange rate: each TAM share will correspond to 0.90 LAN share/BDR.
In other words, each preferred share without voting rghts and each common share with voting rights issued by TAM will be equivalent to 0.90 common share with voting rights issud by LAN. It is pointed out that the exchange rate will be the same for TAM Controlling Shareholder and other TAM shareholders that are not part of the controlling group, assuring equal treatment to all TAM shareholders.
TAM PUBLIC OFFER will be effective only if, among other conditions usual to this type of offer, at least shareholders representing 95% of TAM’s stock adhere.
As a result, TAM will be delisted in Bolsa de Valores, Mercadorias e Futuros (“BM&FBovespa”) and also its ADRs will be delisted in New York Stock Exchange (“NYSE”), and LAN (that will have its corporate name changed to LATAM, as described below) will have BDRs listed and negotiated in BM&Fbovespa, besides the shares already listed and negotiated in the Chile stock exchange and the ADRs listed and negotiated on NYSE.
After TAM PUBLIC OFFER, TAM may, pursuant to the existing Brazilian law, redeem the remaining TAM shares that did not adhere to the offer as long as the price paid to the shares acquired are deposited in a banking institution duly authorized by CVM, available to its former owners.
LAN will have its corporate name changed to “LATAM Airlines Group S.A.” (“LATAM”), but the trend brands “TAM” and “LAN AIRLINES” will continue to exist, once each company will still operate under existing brands.
GORPORATE GOVERNANCE
The controlling shareholders of LAN and TAM have agreed upon a jointly managed governance model regarding the administration of LATAN, aligned in all activies of this new group: Mauricio Rolim Amaro, current Vice President of the Board of Directors at TAM, will serve as Chairman of Board of Directors of LATAM and Enrique Cueto, current CEO of LAN, will serve as LATAM CEO.
TAM and LAN current administration and corporate governance structures will, individually, remain the same: Maria Claudia Amaro, current Chairman of the Board of Directors of TAM, will serve as Chairman of TAM under the new structure, Marco Bologna, current President/CEO of TAM Airlines will serve as CEO of TAM. Libano Barroso, currentl president of TAM Linhas Aéreas S.A, will remain in that capacity. Ignacio Cueto, will remain as LAN CEO.
REGULATORY APPROVAL
Besides the regulatory approvals required by the Chilean existing law, the Operation will be submitted to appreciation by the National Agency of Civil Aviation – ANAC and by the organizations that comprise the Brazilian System for Defense of Competition.
TAM CAPITAL INCREASE, APPROVED BY THE MEETING OF THE BOARD OF DIRECTORS OF JULY 30TH, 2010 – RESTART OF THE PREEMPTIVE RIGHT TO THE COMPANY’S SHAREHOLDERS COUNTDOWN
Due to this Operation the Board of Directors of TAM approved, on the date hereof, restart the countdown to the exercise of TAM’ shareholders preemptive rights, as previously approved on and according to the terms on the meeting of the Board of Directors and the Notice to the Market, both dated as of July 30th, 2010, that initiated on August 2nd, 2010, for 30 days from da this day (August 13th, 2010). To the shareholders that already exercise their preemptive right will be given the opportunity to re-evaluate their decision during this new period. Shareholders owning the Company’s shares deposited at Itaú Unibanco S.A. intending to exercise the preemptive right to subscribe the new shares shall go to any Itaú Unibanco S.A. branch, until September 14th, 2010, during banking hours. Shareholders owning the shares deposited at the Assets Depositary Central of BM&FBovespa (“Assets Depositary Central”) shall exercise their respective rights by their custody agents and according to the rules set forth by the Assets Depository Central, also until September 14th, 2010. Other terms and conditions regarding the capital increase remain as approved by TAM’s Board of Directors and as described on the Notice to the Market, both dated as of July 30th, 2010.
ABOUT TAM
We are a member of the Star Alliance, leaders in the Brazilian domestic market since 2003 and held a 43.0% domestic market share and 82.7% international market share in June 2010. We operate regular flights to 44 destinations throughout Brazil and we serve 88 different cities in the domestic market through regional alliances. Operations abroad include our flights to 18 destinations in the United States, Europe and South America. We have code-share agreements that make possible the sharing of seats on flights with international airlines, enabling passengers to travel to 79 other destinations in the U.S., Europe and South America. The Star Alliance network, in turn, offers flights to 1167 airports in 181 countries. At the end of June 2010, TAM had a fleet of 143 aircraft, comprising Airbus A340, A330, A321, A320 and A319 aircraft and Boeing models B777 and B767 aircraft, operating approximately 720 domestic and 90 international flights daily. We were the first Brazilian airline company to launch a loyalty program. Currently, the program has over 7.2 million subscribers and has awarded more than 10.8 million tickets. For information please visit www.tam.com.br.
About LAN
LAN is a 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 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 and its affiliates operate one of the most modern fleets in the world, with 87 passenger aircraft. LAN Cargo and its respective affiliates have a fleet of 11 dedicated freighters. The Company has one 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
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