Brazil’s antitrust authority (CADE) approves merger between LAN and TAM in a
unanimous vote.
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The Council for Economic Defense (CADE) today approved the merger between LAN and TAM in a
unanimous vote.
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The Brazilian authority considers two conditions in its decisions, which are in line to
what LAN offered to the Chilean Fiscalía Nacional Economica (FNE) last January, through an
out-of-court agreement and were afterward reiterated by Chile’s antitrust court (TDLC).
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Cade’s conditions included giving up two pairs of slots at the Guarulhos Airport for the
Sao Paulo-Santiago route and an eventual resignation to one of the airline’s Alliances LAN and TAM
are part of today.
December 14th, 2011.
Brazil’s antitrust regulator, the Council for Economic Defence (CADE) today approved the merger
between LAN and TAM in a unanimous vote. The CADE imposed only two conditions to the merger, which
are both in line to what LAN offered to the Chilean Fiscalía Nacional Economica (FNE) on past
January, through an out-of-court agreement and that were afterward reiterated by Chile’s antitrust
court (TDLC), in a consultation process which ended with the approval of the merger by the
court.
This represents the conclusion of the regulation approval process necessary in the merger
between the two airlines in Brazil. Both airlines remain confident that the merger will be
completed during the estimated calendar, in the first quarter of 2012.
The full report of CADE’s ruling is expected to be available shortly. In Brazil, the merger was
already approved by different authorities, such as the ANAC (Civil Aviation National Agency), the
Secretariat for Economic Monitoring (SEAE) of the Ministry of Finance, and by the Brazil's
Secretariat of Economic Law (SDE) of the Ministry of Justice.
Regarding pending steps to concrete the merger, an extraordinary meeting of shareholders of LAN
Airlines has been called for December 21, 2011 to seek approval of the terms and conditions of the
merger and of the entities that will hold the TAM shares after the Exchange Offer occurs. TAMS also
scheduled a shareholders’ meeting for December 23.
About LAN
LAN Airlines is one of the leading passenger and cargo airlines in Latin America. The company
and its affiliates serve over 100 destinations around the world through an extensive network that
offers full connectivity within Latin America, while also linking the region with North America,
Europe and the South Pacific, as well as 70 additional international destinations through its
various code share agreements. LAN Airlines and its affiliates have a leading position in their
respective domestic markets of Chile and Peru as well as an important presence in the Argentinean,
Ecuadorian and Colombian domestic markets.
Currently, LAN Airlines and its affiliates operate 134 passenger aircraft while LAN Cargo and
its respective affiliates have a fleet of 14 dedicated freighters. The Company has one of the
youngest fleets in the world which has meant greater efficiency and a significant reduction in CO2
emissions, reflecting its strong commitment to the protection of the environment.
LAN is one of the few Investment Grade airlines in the world (BBB). The company’s world
class quality standards enabled its membership in oneworld™, an alliance of leading global airlines
of which LAN has been a member for 10 years. For more information please visit
www.lan.com or
www.oneworldalliance.com
About TAM
TAM, including Pantanal, operates direct flights to 45 cities in Brazil and 18 cities in South
America, the United States and Europe. Through agreements with companies in Brazil and abroad,
TAM's network encompasses a further 92 airports in Brazil and 92 international destinations,
including Asia. The company was founded in 1976 with the commitment to charm clients and offer
services distinguished by their high quality at competitive prices. At its 35th anniversary on July
2011, the company has conquered market leadership with a 40.9% market share during July 2011.
Additionally, TAM is the leader among Brazilian airlines that operate routes to other countries,
with 88% of market share in this segment in July 2011. With the biggest fleet of passenger
aircrafts in Brazil (153 operational aircrafts), TAM tends to its clients with the Spirit to Serve
and aims at making air trips increasingly accessible to the population. TAM is the pioneer
Brazilian airline in the launch of a fidelity program; TAM Fidelidade has distributed 15 million
tickets via point redemption and is part of the Multiplus network, currently with 8.6 million
associates. Member of Star Alliance, the biggest airline alliance in the world, since May 2010, TAM
integrates a network that encompasses 1,185 destinations in 185 countries. For more information,
visit
www.tam.com.br.
ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND
IT
This website contains forward-looking statements, including with respect to the negotiation,
implementation and effects of the proposed combination. Such statements may include words such as “
anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “would” or other similar
expressions. Forward-looking statements are statements that are not historical facts, including
statements about our beliefs and expectations. These statements are based on current plans,
estimates and projections, and, therefore, you should not place undue reliance on them.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a number
of important factors could cause actual results to differ materially from those contained in any
forward-looking statement. These factors and uncertainties include in particular those described in
the documents we have filed with the U.S. Securities and Exchange Commission. Forward-looking
statements speak only as of the date they are made, and we undertake no obligation to update
publicly any of them, whether in light of new information, future events or otherwise.
This press release relates to a proposed business combination between Lan Airlines S.A. (“LAN”)
and TAM S.A. (“TAM”), which will become the subject of a registration statement and prospectus to
be filed with the SEC by LAN and a new entity to be formed in connection with the combination. This
press release is not a substitute for the registration statement, prospectus and offering materials
that LAN and the new entity will file with the SEC or any other documents that they may file with
the SEC or send to shareholders in connection with the proposed combination. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, EXCHANGE OFFER DOCUMENTS AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such
documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by
directing a request to LAN Investor Relations, at 56-2-565-8785 or by e-mail at
investor.relations@lan.com, or to TAM Investor Relations, at 55-11-5582-9715 or by e-mail at
invest@tam.com.br.
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