Delta Air Lines (Atlanta) has acquired a minority share in Gol Linhas Aéreas Inteligentes S.A., the parent of Gol Transportes Aereos and VARIG (2nd).
Gol issued the following statement:
“Gol Linhas Aéreas Inteligentes S.A., the largest low-cost and low- fare airline in Latin America, in compliance with CVM Instruction 358/2002 (“CVM Instruction 358″), hereby informs its shareholders and the market in general that it signed a binding agreement involving the acquisition by the U.S. company, Delta Air Lines, Inc. of a strategic minority interest of US$100 million of GOL ́s preferred shares.
About the Investment:
Delta Airlines Inc. will invest US$100 million in exchange for ADSs representing Gol’s preferred shares through the issuance of preferred share with an issue price of R$22.0 per share. The total capital increase will be up to R$280 million (US$150 million), including the subscription rights for all Gol ́s shareholders. Gol’s Board will deliberate on December 21, 2011 to resolve on the capital increase.
In the context of the investment, Gol’s controlling shareholder agreed to elect a Delta representative to the Company’s Board of Directors as long as Delta holds at least 50% of the ADSs acquired in the investment, among other conditions. Delta agreed, for a period of 12 months, not to sell the acquired ADSs (lockup) and not to acquire any further Gol shares , including in the form of ADSs (standstill), without Gol’s consent.
Brazilian law limits the maximum number of preferred shares that can be issued by Gol to 50% of the Company’s total capital. As a result, Delta’s investment is structured as follows:
1.Gol’s controlling shareholder will sell ADSs representing Gol ́s preferred shares to Delta against payment of US$100 million. At the same time, Gol’s controlling shareholder will undertake to reinvest this amount in a capital increase to be simultaneously approved by the Company; and
2. The amount of the capital increase will be up to R$280 million, equivalent to the issuance of preferred share with an issue price of R$22.0 per share given that the amount of capital increase to be subscribed by the controlling shareholder, according to its pre-emptive rights, is an amount of US$100 equivalent in dollar, less taxes and other charges incurred by the controlling shareholder in the context of the transfer of the ADSs to Delta . GOL’s controlling shareholder will use the proceeds from the sale of the ADSs to Delta to subscribe the Company’s shares issued on the capital increase.
The controlling shareholder will not receive any economic benefit from the transaction. Pre- emptive rights in regard to the capital increase will be granted to all Gol shareholder, including ADSs holders. More detailed information on the capital increase, including the issued price for the preferred shares and ADSs, the terms and mechanisms for the exercise of pre-emptive rights, and the record date will be disclosed promptly after the Gol Board of Directors’ Meeting to be held on December 21, 2011.”
Copyright Photo: Nick Dean.
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