form425.htm
Filed by UAL Corporation
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject
Company: Continental Airlines, Inc.
Commission
File No.: 1-10323
Dear
[NAME]:
As a key
strategic partner, we wanted to provide you with information about the United
Airlines and Continental Airlines merger agreement announced this morning. This
merger of equals will create the
world’s leading airline that is well-positioned to succeed in an
increasingly competitive global and domestic aviation environment and brings
significant benefits to our partners, as well as employees, customers,
shareholders and communities.
Our
combined carrier, to be called United Airlines, will have the financial strength
to invest in globally competitive products, upgrade technology and implement the
best-in-class practices of both airlines and meet the competitive challenge.
We’re also combining our brands as aircraft will have the Continental livery,
logo and colors with the United name. The new company’s corporate and
operational headquarters will be in Chicago and it will maintain a significant
presence in Houston, which will be the new airline’s largest hub.
The new
airline will have ten hubs, including hubs in the four largest cities in the
U.S., and will continue to service all U.S. cities that United or Continental
serve today, including more than 140 small metropolitan areas and communities.
United Express partners have been an important part of the success of United and
will be instrumental to our ongoing success. With your help, United was first
among all airlines in on-time performance last year and United Express was first
among all regional airline partners in on-time performance last
year.
Glenn
Tilton, chairman, president and chief executive officer of UAL Corp., will serve
as non-executive chairman of the combined company’s Board of Directors through
2012 or the second anniversary of the closing, whichever is later. Jeff Smisek,
Continental’s chairman, president and chief executive officer, will be chief
executive officer and a Board member of the new company and will become
executive chairman of the Board when Tilton steps down. The combined Board will
have an equal number of independent directors from each company’s Board as well
as the two directors from United’s Board representing labor. The company’s
management team is expected to include a roughly equal number of executives from
each company.
Although
announced today, the merger is subject to shareholder approval, regulatory
clearances and certain other closing conditions and is not expected to close
until fourth quarter of 2010. Accordingly, United and Continental will continue
to operate independently until then and continue to drive improvements in our
respective businesses. It is important that our United Express partners remain
committed to the Focus on 5 imperatives, and on providing exceptional service to
our customers. As all contracts remain in place as written, please continue to
interact with your Performance Manager at United.
Merger
Background
By way of
background, the merger will create the world’s most comprehensive route network,
offering exceptional international gateways to Asia, Europe, Latin
America and the Middle East from anywhere in the United States. The new airline
is expected to serve more than 144 million passengers per year and fly to 370
destinations in 59 countries.
After the
merger closes, the combined airline will provide customers with the industry’s
leading loyalty program and provide more opportunities to earn and redeem miles
worldwide. Customers will also continue to benefit from both airlines’
membership in Star Alliance, the world's most extensive airline network. Star
Alliance customers can travel and redeem miles to over 1,000 destinations, as
well as have more connecting opportunities, scheduling flexibility and access to
leading reciprocal frequent flyer and airport lounge benefits with 24 other
member airlines around the world.
Next
Steps
Today is
just the first step in the merger process and we are committed to obtaining the
necessary approvals and clearance in a timely matter, as well making a smooth
transition to our new airline. Based on our ongoing codeshare and joint venture
partnerships and collaboration in Star Alliance, we are confident that we can
successfully and seamlessly integrate our companies.
We will
also be providing information on the combination that can be passed on to your
employees, and will continue to provide updates on SkyNet Lite.
You can
read the press release and other general information on the merger at www.UnitedContinentalmerger.com.
Regular updates will also be posted on that site.
Sincerely,
Cynthia
Szadokierski
Vice
President - United Express and Airport Operations Planning
United
Airlines
Important
Information For Investors And Stockholders
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. The
proposed merger of equals transaction between UAL Corporation (“UAL”) and
Continental Airlines, Inc. (“Continental”) will be submitted to the respective
stockholders of UAL and Continental for their consideration. UAL will
file with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4 that will include a joint proxy statement of Continental
and UAL that also constitutes a prospectus of UAL. UAL and
Continental also plan to file other documents with the SEC regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF CONTINENTAL
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and stockholders will be able to
obtain free copies of the joint proxy statement/prospectus and other documents
containing important information about UAL and Continental, once such documents
are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by UAL will be available free of
charge on UAL’s website at www.united.com under
the tab “Investor Relations” or by contacting UAL’s Investor Relations
Department at (312) 997-8610. Copies of the documents filed with the
SEC by Continental will be available free of charge on Continental’s website at
www.continental.com
under the tab “About Continental” and then under the tab “Investor Relations” or
by contacting Continental’s Investor Relations Department at (713)
324-5152.
UAL,
Continental and certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
stockholders of Continental in connection with the proposed
transaction. Information about the directors and executive officers
of Continental is set forth in its proxy statement for its 2010 annual meeting
of stockholders, which was filed with the SEC on April 23,
2010. Information about the directors and executive officers of UAL
is set forth in its proxy statement for its 2010 annual meeting of stockholders,
which was filed with the SEC on April 30, 2010. These documents can
be obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains “forward-looking statements” within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
that are not limited to historical facts, but reflect Continental’s and UAL’s
current beliefs, expectations or intentions regarding future
events. Words such as “may,” “will,” “could,” “should,” “expect,”
“plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “pursue,” “target,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Continental’s and UAL’s
expectations with respect to the synergies, costs and other anticipated
financial impacts of the proposed transaction; future financial and operating
results of the combined company; the combined company’s plans, objectives,
expectations and intentions with respect to future operations and services;
approval of the proposed transaction by stockholders and by governmental
regulatory authorities; the satisfaction of the closing conditions to the
proposed transaction; the timing of the
completion of the proposed transaction; and other factors that are set forth in
the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
section and other sections of UAL’s and Continental’s Annual Reports on Form
10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form
8-K, and other SEC filings. All subsequent written and oral
forward-looking statements concerning Continental, UAL, the proposed transaction
or other matters and attributable to Continental or UAL or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements above. Neither Continental nor UAL undertakes any
obligation to publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof.