Merger plan signed

RNS Number : 4640O

British Airways PLC

29 June 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA

MERGER PLAN SIGNED

Following the merger agreement signed on April 8 2010, BA Holdco SA (a new Spanish company formed on behalf British Airways Plc), Iberia, Líneas Aéreas de España, S.A. and International Consolidated Airlines Group S.A. (IAG) have today signed a merger plan document which is required under Spanish law to implement the merger between British Airways and Iberia.

As previously announced, the merger will be implemented through the creation of a new holding company IAG. The merger plan details the legal steps that are required once the merger has been approved by shareholders. The principal steps are as follows:

·      Iberia will hive down its assets and liabilities to a new operating subsidiary which will continue to operate its business.

·      BA Holdco will be inserted above British Airways by means of a UK court approved scheme of arrangement

·      Iberia and BA Holdco will merge with IAG via a Spanish law merger. Shareholders of British Airways and Iberia will receive shares in IAG which will then become the owner of the two airlines.

Signing the merger plan is a necessary first step towards implementing the merger which remains conditional on approval by British Airways and Iberia shareholders. 

The merger timetable remains unchanged. It is expected that both airlines will hold

shareholder meetings to approve the transaction in November 2010 with completion expected to occur approximately one month later.  Completion of the merger remains subject to regulatory approval from the European Commission. It is also conditional on the UK Pensions Regulator not challenging the pension recovery plan agreed between British Airways and its pension trustees and approval of that plan by Iberia before September 30, 2010.

ends

June 29, 2010                                                                                        059/LG/2010

NOTES TO EDITORS

This announcement is for information purposes only and does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities or the solicitation of any vote or approval with respect to the merger of British Airways Plc ("BA") and Iberia Líneas Aéreas de España, S.A. ("Iberia") into International Consolidated Airlines Group, S.A. (the "Company") (the "Transaction"), nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.

This announcement is not to be distributed (directly or indirectly) in or to Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.  This announcement is not an offer of securities for sale in or into Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 

No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

The distribution of this document may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Company, BA and Iberia disclaim any responsibility or liability for the violation of such restrictions by any person.

UBS is acting as financial adviser to BA and no one else in connection with the Transaction and will not be responsible to anyone other than British Airways for providing the protections afforded to the clients of UBS nor for providing advice in relation to the Transaction or any other matter referred to herein.

Morgan Stanley are acting as financial advisers to Iberia and no one else in connection with the Transaction and will not be responsible to anyone other than Iberia for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Transaction or any other matter referred to herein.

This announcement may contain forward-looking information and statements about BA and Iberia and the Company's businesses after completion of the proposed Transaction. Forward-looking statements are statements that are not historical facts nor guarantees of future performance, and have not been reviewed by BA or Iberia's auditors. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates" and similar expressions. Although the managements of BA and Iberia believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of BA and Iberia shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of BA and Iberia, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents filed by BA with the UKLA and by Iberia with the Comisión Nacional del Mercado de Valores, including BA's 2009/2010 Annual Report and Accounts and Iberia's 2009 Annual Report and Accounts. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. Except as required by applicable law, neither BA nor Iberia undertake any obligation to update any forward-looking information or statements.

If and when filed, investors may obtain free copies of the public documents sent by BA and Iberia with their respective securities regulators and will receive information at an appropriate time on how to obtain these Transaction related documents for free from the parties involved or a duly appointed agent.

ADDITIONAL NOTICE TO IBERIA SHAREHOLDERS IN THE UNITED STATES OF AMERICA

This business combination involves the securities of a foreign company. The Transaction is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

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