VUELING SHAREHOLDERS ACCEPT IAG OFFER
Vueling, the Spanish low cost carrier based in Barcelona, is to become part of International Airlines Group (IAG) after the majority of its shareholders accepted IAG's cash tender offer for the airline, following recommendation by the Vueling board.
IAG's subsidiary Iberia already owns 45.85 per cent of Vueling's shares and Iberia's board agreed not to tender them in the offer. The Spanish National Securities Market Commission (CNMV) has announced today that 82.48 per cent of the remaining shareholders have accepted IAG's offer of €9.25 per share. Therefore, the IAG group will own 90.51 per cent of Vueling.
The cost of purchasing the Vueling shares is €123.5 million.
Vueling will be a standalone company within IAG with its chief executive Alex Cruz reporting into IAG chief executive Willie Walsh.
Willie Walsh, IAG chief executive, said: "Vueling is a great airline and will be a welcome addition to IAG where it will benefit from the group's financial strength. We plan to retain Vueling's current business model and management structure and its strong base in Barcelona".
The acquisition will be completed on April 26, 2013.
ends
April 23, 2013 IAG14
Forward-looking statements:
Certain information included in these statements is forward-looking and involves risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.
Forward-looking statements include, without limitation, projections relating to results of operations and financial conditions and International Consolidated Airlines Group S.A. (the 'Group') plans and objectives for future operations, including, without limitation, discussions of the Company's Business Plan, expected future revenues, financing plans and expected expenditures and divestments. All forward-looking statements in this report are based upon information known to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
It is not reasonably possible to itemise all of the many factors and specific events that could cause the Company's forward-looking statements to be incorrect or that could otherwise have a material adverse effect on the future operations or results of an airline operating in the global economy. Further information on the primary risks of the business and the risk management process of the Group is given in the Annual Report and Accounts 2012; these documents are available on www.iagshares.com.
This announcement relates to the public tender offer for the shares of Vueling Airlines, S.A. authorised by the Spanish National Securities Market Commission ("CNMV") on 27 February 2013, and to the amendments thereto detailed in the tender offer prospectus supplement authorised by said Commission on 4 April 2013. The terms and conditions of the Offer are included in the prospectus and its supplement that were published once the relevant authorisations were obtained, and are available on the web pages of International Consolidated Airlines Group, S.A. (IAG) (www.iairgroup.com) and of the CNMV (www.cnmv.es).
This document does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities, 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 document is not for distribution (directly or indirectly) in any jurisdiction where such distribution would be unlawful.
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, Veloz Holdco S.L. (Sole Shareholder Company) and International Consolidated Airlines Group, S.A. disclaim any responsibility or liability for the violation of such restrictions by any person.
RELEVANT FACT NOTICE
TENDER OFFER FOR VUELING AIRLINES, S.A.'s SHARES
International Consolidated Airlines Group, S.A. ("IAG"), in compliance with article 82 of Law 24/1988, of 28 July, on the Securities Market, hereby announces that, as already disclosed by the Spanish National Securities Market Commission on this date, the tender offer for 100% of the shares of Vueling Airlines, S.A. ("Vueling") (the "Offer") launched by IAG's wholly-owned subsidiary, Veloz Holdco, S.L. (Sociedad Unipersonal) has had a positive result as it has been accepted by 13,355,675 shares of Vueling, representing 82.48% of the shares subject to the Offer and 44.66% of Vueling's share capital. The number of acceptances of the Offer is thus higher than the minimum level to which the effectiveness of the Offer was conditioned but lower than the threshold that would enable the exercise of the squeeze out right in accordance with the provisions of section 60 quater of Law 24/1988, of July 28, on the Securities Market.
The consideration payable by Veloz Holdco for the purchase of the shares of Vueling tendered in the Offer is of € 123,539,993.75 million.
Accordingly, following completion of the Offer IAG will reach an indirect participation of 90.51% of the share capital of Vueling.
23 April 2013
Enrique Dupuy de Lôme
Chief Financial Officer
Forward-looking statements:
Certain information included in these statements is forward-looking and involves risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.
Forward-looking statements include, without limitation, projections relating to results of operations and financial conditions and International Consolidated Airlines Group S.A. (the 'Group') plans and objectives for future operations, including, without limitation, discussions of the Company's Business Plan, expected future revenues, financing plans and expected expenditures and divestments. All forward-looking statements in this report are based upon information known to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
It is not reasonably possible to itemise all of the many factors and specific events that could cause the Company's forward-looking statements to be incorrect or that could otherwise have a material adverse effect on the future operations or results of an airline operating in the global economy. Further information on the primary risks of the business and the risk management process of the Group is given in the Annual Report and Accounts 2012; these documents are available on www.iagshares.com.
