HOUSTON and CHICAGO, Aug. 27
/PRNewswire-FirstCall/ -- United Airlines (Nasdaq: UAUA) and
Continental Airlines (NYSE: CAL) today announced they have been
notified by the Antitrust Division of the United States Department
of Justice (DOJ) of the termination of its Hart-Scott-Rodino Act
review and the closing of its investigation of the airlines'
pending merger.
"We are pleased to have achieved this critical milestone and
look forward to our respective stockholders' votes next month,
following which we expect to be on track to close our merger by
October 1st," said Glenn Tilton, UAL
Corporation chairman, president and CEO. "The combination of
United and Continental will create a world class airline, which
will deliver an industry leading network for our customers and the
communities we serve, career opportunities for our people, and
value and return for our stockholders."
"The completion of DOJ's review is an important step on our
journey of creating the world's leading airline, benefiting our
customers, co-workers, communities and stockholders," said
Jeff Smisek, Continental's chairman,
president and CEO. "The DOJ's decision permits us to clear
one of the last regulatory hurdles to closing our merger."
Continental and United also would like to acknowledge the
efforts of the United States Department of Transportation and the
Federal Aviation Administration as the companies work through the
merger process. In addition, Continental and United remain engaged
in discussions with the state attorneys general who are reviewing
the merger, and hope to conclude those discussions expeditiously
with a positive outcome.
Continental and United announced an all-stock merger of equals
on May 3, 2010, and currently expect
the transaction to close by Oct. 1,
2010, subject to stockholder approvals and customary closing
conditions. Both companies have scheduled special stockholder
meetings on Sept. 17, 2010, for
approval of the merger.
United and Continental received clearance from the European
Commission on the airlines' proposed merger in July, which noted
its investigation found the transaction would not raise competitive
concerns in Europe or on
trans-Atlantic routes.
About United
United Airlines, a wholly-owned subsidiary of UAL Corporation
(Nasdaq: UAUA), operates approximately 3,400* flights a day on
United and United Express to more than 230 U.S. domestic and
international destinations from its hubs in Los Angeles, San
Francisco, Denver,
Chicago and Washington, D.C. With key global air
rights in the Asia-Pacific region,
Europe and Latin America, United is one of the largest
international carriers based in the
United States. United also is a founding member of
Star Alliance, which overall offers
21,200 daily flights to 1,172 airports in 181 countries through its
28 member airlines. United's 46,000 employees reside in every
U.S. state and in many countries around the world. United
ranked No. 1 in on-time performance** for domestic scheduled
flights for 2009 among America's five largest global carriers, as
measured by the Department of Transportation and published in the
Air Travel Consumer Report for 2009. United also ranked No. 1
in on-time arrivals among the five largest U.S. global carriers for
the first six months of 2010 based on preliminary information.
News releases and other information about United can be found
at the company's Web site at united.com, and follow United on
Twitter @UnitedAirlines.
**According to preliminary industry results provided by the five
largest U.S. global carriers based on available seat miles,
enplaned passengers or passenger revenue, United ranked highest in
on-time performance for domestic scheduled flights as measured by
the U.S. DOT (flights arriving within 14 minutes of scheduled
arrival time) between January 1 and June 30,
2010, when compared to such U.S. global carriers, which
includes Delta (including its Northwest subsidiary), American,
Continental and US Airways.
*Based on United's forward-looking flight schedule for
January 2010 to December 2010.
About Continental Airlines
Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations. Continental is a member of Star Alliance, which overall offers more than
21,200 daily flights to 1,172 airports in 181 countries through its
28 member airlines. With more than 40,000 employees, Continental
has hubs serving New York,
Houston, Cleveland and Guam, and together with its regional partners,
carries approximately 63 million passengers per year. For
more company information, go to continental.com.
Important Information For Investors And Stockholders
In connection with the proposed merger of equals transaction
between UAL Corporation ("UAL") and Continental Airlines, Inc.
("Continental"), UAL filed with the Securities and Exchange
Commission ("SEC"), and the SEC declared effective on August 18, 2010, a registration statement on Form
S-4 that includes a joint proxy statement of Continental and UAL
that also constitutes a prospectus of UAL. UAL and
Continental have mailed the joint proxy statement/prospectus to
their respective security holders. UAL AND CONTINENTAL URGE
INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders may obtain free copies of the joint proxy
statement/prospectus and other documents containing important
information about UAL and Continental through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by UAL are available free of charge on UAL's website
at www.united.com under the tab "Investor Relations" or by
contacting UAL's Investor Relations Department at (312) 997-8610.
Copies of the documents filed with the SEC by Continental are
available free of charge on Continental's website at
www.continental.com under the tab "About Continental" and then
under the tab "Investor Relations" or by contacting Continental's
Investor Relations Department at (713) 324-5152.
UAL, Continental and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive
officers of Continental is set forth in its proxy statement for its
2010 annual meeting of stockholders, which was filed with the SEC
on April 23, 2010, and the joint
proxy statement/prospectus related to the proposed transaction.
Information about the directors and executive officers of UAL
is set forth in its proxy statement for its 2010 annual meeting of
stockholders, which was filed with the SEC on April 30, 2010, and the joint proxy
statement/prospectus related to the proposed transaction.
These documents can be obtained free of charge from the
sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that are not limited to historical
facts, but reflect Continental's and UAL's current beliefs,
expectations or intentions regarding future events. Words
such as "may," "will," "could," "should," "expect," "plan,"
"project," "intend," "anticipate," "believe," "estimate,"
"predict," "potential," "pursue," "target," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Continental's and UAL's expectations with respect to
the synergies, costs and other anticipated financial impacts of the
proposed transaction; future financial and operating results of the
combined company; the combined company's plans, objectives,
expectations and intentions with respect to future operations and
services; approval of the proposed transaction by stockholders and
by governmental regulatory authorities; the satisfaction of the
closing conditions to the proposed transaction; and the timing of
the completion of the proposed transaction.
All forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements, many of which are
generally outside the control of Continental and UAL and are
difficult to predict. Examples of such risks and
uncertainties include, but are not limited to, (1) the possibility
that the proposed transaction is delayed or does not close,
including due to the failure to receive required stockholder or
regulatory approvals, the taking of governmental action (including
the passage of legislation) to block the transaction, or the
failure of other closing conditions, and (2) the possibility that
the expected synergies will not be realized, or will not be
realized within the expected time period, because of, among other
things, significant volatility in the cost of aircraft fuel, the
high leverage and other significant capital commitments of
Continental and UAL, the ability to obtain financing and to
refinance the combined company's debt, the ability of Continental
and UAL to maintain and utilize their respective net operating
losses, the impact of labor relations, global economic conditions,
fluctuations in exchange rates, competitive actions taken by other
airlines, terrorist attacks, natural disasters, difficulties in
integrating the two airlines, the willingness of customers to
travel by air, actions taken or conditions imposed by the U.S. and
foreign governments or other regulatory matters, excessive
taxation, further industry consolidation and changes in airlines
alliances, the availability and cost of insurance and public health
threats.
UAL and Continental caution that the foregoing list of factors
is not exclusive. Additional information concerning these and other
risk factors is contained in Continental's and UAL's most recently
filed Annual Reports on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, recent Current Reports on Form 8-K, and other SEC
filings. All subsequent written and oral forward-looking
statements concerning Continental, UAL, the proposed transaction or
other matters and attributable to Continental or UAL or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Neither Continental nor UAL
undertakes any obligation to publicly update any of these
forward-looking statements to reflect events or circumstances that
may arise after the date hereof.
SOURCE United Airlines; Continental Airlines
Copyright . 27 PR Newswire