LAN AND TAM ANNOUNCE NEW SYNERGY ESTIMATE FOR LATAM AIRLINES GROUP.
January 12, 2012.
LAN Airlines S.A. (“LAN”) and TAM S.A. (“TAM”) today announced a revised estimate of the
synergies expected to be achieved through the merger of the two airlines to create LATAM Airlines
Group S.A. (“LATAM Group”). LAN and TAM estimate that the combined synergies arising from the
proposed combination could increase LATAM Group’s annual operating income over time by between
US$600 million and US$700 million, before depreciation and taxes, beginning four years after
completion of the transaction. This represents a 50% to 75% increase over the initial synergy
estimate of US$400 million per year, which the companies announced in August 2010
The new estimate, which is based on work performed by the companies together with consultants
McKinsey & Company and Bain & Company over the past ten weeks, reflects further revisions
and updates of the expected combined cost savings and revenue generating opportunities arising from
the proposed combination and includes best practice sharing benefits that have been identified in
certain areas. Of the total expected annual pre-tax synergies, between US$170 million and US$200
million may be achieved within the first year after completion of the transaction.
Approximately 40% of the total potential synergies will be generated from increased revenues
from the passenger business, 20% will be generated from increased revenues from the cargo business
and the remaining 40% of the potential synergies will be generated by cost savings. Beginning four
years after the completion of the proposed combination, the breakdown of expected annual pre-tax
synergies is estimated to be as follows:
- between US$225 million and US$260 million is expected to derive from increased
revenues resulting from the combination of LAN’s and TAM’s passenger networks and the addition of
new flights;
- between US$120 million and US$125 million is expected to derive from increased
revenues attributable to new services and best practice sharing in the cargo business;
- between $15 million and US$25 million is expected to derive from the
consolidation of, and best practice sharing in, the frequent flyer programs of both companies;
- between US$100 million and US$135 million is expected to derive from cost
savings relating to the coordination of airport and procurement activities which should allow LATAM
Group to leverage economies of scope and scale;
- between US$20 million and US$25 million is expected to derive from cost savings
resulting from the coordination and improved efficiency of maintenance operations which should
allow LATAM Group to leverage economies of scale; and
- between US$120 million and US$130 million is expected to derive from cost
savings resulting from the convergence of LAN’s and TAM’s information technology systems, the
increased efficiency of combined sales and distribution processes, and the increased efficiency in
corporate overhead costs.
The estimated revenues and cost savings expected to result from the synergies and best practice
sharing described above do not include any implementation costs. LAN and TAM expect that the
one-time merger costs, including banking, consulting and legal advisory fees, to be incurred during
2012 and the investments required over the term of the synergy capture period to achieve the
above-mentioned synergies will be between US$170 million and US$200 million in the aggregate.
Finally, LAN and TAM expect reduced investments from avoided engine and spare part purchases of
approximately US$150 million, which are expected to occur over the synergy capture period.
Below please find a further breakdown of the total expected annual pre-tax synergies:
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 135 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.comor
www.oneworldalliance.com
About TAM
TAM Airlines (www.tamairlines.com) operates direct flights to 43
destinations in Brazil and 19 cities in Latin America, the United States and Europe. Through
agreements with companies in Brazil and abroad, TAM's network encompasses 92 airports in Brazil and
a further 92 international destinations, including in Asia. The company was founded in 1976 with
the promise to its passengers to offer a high quality service at competitive prices. TAM has
established itself as Brazil’s leading airline, with a domestic market share of
40,2% in November 2011. TAM is also the country's leading carrier among Brazilian airlines
that operate international routes, with an
88,5% market share in November 2011. With the largest passenger aircraft fleet in Brazil
(156 planes), TAM offers customer service manifested by its ‘Spirit to Serve’ initiative that seeks
to make air travel more accessible to the general public. TAM was the first Brazilian airline to
offer a loyalty program; TAM Fidelidade, which today has 8.
9 million members, has already issued more than 18 million tickets in exchange for points
and is part of the Multiplus network. Since May 2010, TAM has been a full member of the Star
Alliance – the world's largest airline alliance – with its network of over 1,290 destinations
across 189 countries.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including with respect to the
negotiation, implementation, effects, and estimated synergies 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.
ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND
IT
This press release relates to a proposed business combination between Lan Airlines S.A. (“LAN”)
and TAM S.A. (“TAM”), which is the subject of a registration statement and prospectus that has been
filed with the SEC by LAN and Holdco II S.A. (“Holdco II”), a new entity that was formed in
connection with the combination. This press release is not a substitute for the registration
statement, prospectus and offering materials that LAN and Holdco II have filed 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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