Intl Con Airline Grp (IAG) - Cash tender offer - 100% of Vueling Share
RNS Number : 6783Q
International Cons Airlines Group
08 November 2012
These written materials do 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.
These written materials are not for distribution (directly or indirectly) in
any jurisdiction where such distribution would be unlawful.
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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 SLU and International
Airlines Group disclaim any responsibility or liability for the violation of
such restrictions by any person.
CASH TENDER OFFER FOR 100 PER CENT OF VUELING SHARE CAPITAL
Veloz Holdco SLU, a wholly owned subsidiary of International Airlines Group
(IAG), is to make a cash tender offer to buy 100 per cent of the share capital
of Vueling, the Spanish low cost carrier based in Barcelona.
The offer will be launched exclusively on the Spanish stock markets. Veloz
Holdco SLU has been created as an IAG subsidiary for this transaction.
IAG's subsidiary Iberia owns 45.85 per cent of Vueling's shares currently and
the Iberia board has agreed not to tender them in the offer. This means that
Iberia would retain their shareholding in Vueling with IAG seeking to acquire
the remaining 54.15 per cent.
The offer will be €7.00 per ordinary share of Vueling with the total cost of
acquiring 54.15 per cent anticipated to be €113 million. It will be funded
using internal IAG resources.
IAG chief executive Willie Walsh said: "With its leading position in
Barcelona, European growth strategy and low cost base, Vueling has much to
offer IAG. It has significantly increased capacity while remaining profitable,
despite the Spanish economic slowdown, and already has extensive commercial
arrangements with Iberia. We would plan to retain the current Vueling
"This would be good news for Vueling as there are many advantages for the
airline in this deal. It will benefit from the financial strength of a larger
airline group, making it better able to compete with other airlines and invest
in new customer products and services. The airline will also be able to
generate some cost and revenue synergies as part of IAG mainly through joint
financing and procurement.
Not for distribution in any jurisdiction where such distribution would be
"This acquisition would be positive for Spain. We would retain Vueling's
Barcelona base and create new Spanish jobs".
Vueling would be managed as a separate operating company with its chief
executive reporting directly to the IAG chief executive.
The total consideration of the 54.15 per cent of the outstanding shares is
anticipated to be €113 million.
The reported total assets of Vueling as at September 30 2012 were €805 million
and in the nine months to September 30 2012 it generated profits before tax of
An application for authorisation of the offer, along with the prospectus and
other legal documents, will be submitted within the next month to theComisión
Nacional del Mercardo de Valores (CNMV). Subject to authorisation from the
CNMV, the offer will be launched to Vueling's shareholders in Q1 2013 and, if
accepted, the deal is expected to be completed in Q2 2013.
The offer will be subject to a minimum acceptance condition of 90 per cent of
the voting rights of the Vueling shares not already owned by Iberia. It is not
subject to regulatory approval by the European Commission.
For media enquiries contact the IAG press office on +44 208 564 2810
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 2011; these
documents are available on www.iagshares.com.
This information is provided by RNS
The company news service from the London Stock Exchange
MSCEADFPEDSAFFF -0- Nov/08/2012 13:37 GMT
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