Purchase offer made to all SWISS minority shareholders
4 May 2005
Lufthansa offers CHF 8.96 per SWISS registered share via AirTrust
Lufthansa is making a public offer to purchase, via the Swiss-domiciled AirTrust company, the shares held by all the minority shareholders of Swiss International Air Lines Ltd. at a net price of CHF 8.96 per SWISS registered share. The offer period begins on May 4, 2005 and is currently scheduled to end on June 2, 2005. The offer price is based on the average opening price of the SWISS share over the past 30 market days (i.e. the 28 days during this period on which SWISS shares were traded) starting from March 23, 2005, the day the purchase offer was provisionally announced. The SWISS Board of Directors advises the company’s minority shareholders to accept the AirTrust offer.
The Supervisory Board of Deutsche Lufthansa AG and the Board of Directors of Swiss International Air Lines Ltd. approved the business model jointly devised by the two companies for the acquisition of SWISS by Lufthansa and its integration into the Lufthansa Group when they each met on March 22, 2005. The corresponding contractual agreements were signed the same day.
The Swiss Confederation, Canton Zurich and other major SWISS shareholders support the transaction and have already undertaken to transfer their shares to AirTrust. The corresponding contractual commitments have already been obtained from shareholders representing around 85% of SWISS’s total share capital. This means that virtually all the SWISS shareholders who have undertaken not to dispose of their shares before a certain date under the present lock-up agreement have agreed to the proposed transaction.
The aim of SWISS’s integration into the Lufthansa Group is to ensure the maintenance of the best possible network of European and intercontinental air services for Switzerland and its economy, especially through the provision of direct air links. Its assimilation into the global air travel product offered by Lufthansa and the Star Alliance should further enhance SWISS’s customer appeal.
Key elements of the planned integration are the retention of the quality SWISS brand and SWISS’s continuation as a separate Swiss-based airline operating from its efficient and effective Zurich hub. Provided competitive cost structures can be established, Lufthansa will also expand the SWISS long-haul fleet through the addition of two further aircraft. The new business model offers attractive long-term prospects and perspectives to SWISS as a company and to its employees.
Lufthansa’s aim is to fully acquire SWISS. To comply with the requirements of competition law and ensure that the corresponding traffic rights can be retained, however, the acquisition is being effected in a series of stages. SWISS’s shares are being acquired and held by AirTrust, a Swiss-domiciled company. In a first step, Lufthansa has acquired an 11% shareholding in AirTrust. This holding can be increased to 49% once the requisite approval has been obtained from the competition authorities and the present purchase offer has been made. Negotiations are being conducted to secure the relevant traffic rights in parallel to these developments. Once the corresponding agreements have been secured, Lufthansa can fully acquire AirTrust (and thus indirectly the SWISS shares held by AirTrust at such time).
If you have any questions, please contact:
Deutsche Lufthansa
Corporate Communications
Tel.0+ 49 69 / 696 – 2999
Fax0+ 49 69 / 696 – 95428
http://presse.lufthansa.com
Swiss International Air Lines SA
Corporate Communications
Tel. +41 848 773 773
Fax +41 44 564 21 27
[email protected]
This press release constitutes neither an offer to sell nor a solicitation to buy securities.
This press release and the information contained herein is not being released in the United States of America (the "USA") and may not be distributed in the USA.
This press release does not constitute an offer of securities for sale nor a solicitation to buy in the USA. Securities may not be offered or sold in the USA absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
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