AirTrust holds 96 per cent of SWISS share capital
3 June 2005
Grace period from June 9 to June 22, 2005 for acceptance of tender offer
Following the expiration of the offer period, Lufthansa and the Almea Foundation hold a total of 96.0 per cent of the share capital of Swiss International Air Lines Ltd. via the Swiss-domiciled company AirTrust AG. Contractual undertakings to sell have been obtained from SWISS’ major shareholders accounting for 84.6 per cent of SWISS’ share capital; and a further 11.4 per cent of SWISS shares have been offered for sale to AirTrust by the company’s minority shareholders.
AirTrust submitted a public tender offer to all SWISS minority shareholders on May 4, 2005. By the end of the offer period on June 2, 2005, AirTrust had been offered a total of 6,098,426 SWISS shares for purchase. This corresponds to 73.6 per cent of the 8,281,110 SWISS shares held by minority shareholders at the end of the offer period.
Subject to the pending anti-trust approval, AirTrust declares the public tender offer to be successful.
As specified in the offer prospectus, a grace period of ten trading days will start from June 9 until June 22, 2005, during which remaining minority shareholders will be able to subsequently accept the tender offer.
With a total shareholding of 96 per cent of SWISS’ share capital, AirTrust now holds more than the minimum number of SWISS shares required to effect a squeeze-out merger of minority shareholders. In view of this, and following the procurement of the requisite approval from the EU competition authorities and the expiration of the grace period, AirTrust might consider the possibility of effecting a squeeze-out merger of SWISS and AirTrust, with due compensation of the remaining SWISS shareholders.
For further questions please contact:
Deutsche Lufthansa AG
Corporate Communications
Phone+49 69 696 – 2999
Fax+49 69 696 – 95428
http://presse.lufthansa.com
Swiss International Air Lines Ltd.
Corporate Communications
Phone +41 848 773 773
Fax +41 44 564 2127
[email protected]
This media release does not constitute either an offer to sell or an invitation to purchase securities.
This media release and the content thereof are not intended for communication to or within the United States of America (hereinafter referred to as “the USA”).
This media release does not constitute an offer to sell securities to Deutsche Lufthansa AG in the USA. Securities may only be sold or offered for purchase in the USA after prior registration under the provisions of the currently-valid version of the US Securities Act of 1933 or, without such prior registration, only on the basis of exemption therefrom.
This media release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in investment matters as defined in Article 19 (5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (in its currently-valid version) (hereinafter referred to as “the Order”) or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order (all such persons together being hereinafter referred to as “relevant persons”). This media release and the content thereof must not be acted upon or relied upon by persons who are not relevant persons as defined above.