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Northwest are joining together to create America's premier global airline that
will connect more customers between more points across the globe, more
conveniently than ever before. Help Delta and Northwest bring greater
opportunity to our employees, enhanced service to our customers, and expanded
global access and economic growth to the communities we serve by letting your
voice be heard.
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that you will support the Delta/Northwest merger, and that you'll share your
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decide whether to approve the merger.
Delta will be financially stronger after the merger and able to invest in
improvements that will make air travel more efficient and more comfortable. And
I certainly look forward to having easier access to a lot of different cities in
the U.S. and around the world. Following the merger, Delta will serve more than
140 small communities - more than any other airline.
believe this merger is a step in the right direction.
be grateful if you would let Attorney General Mukasey and Transportation
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Group: Steve Lipin / Cindy Leggett-Flynn (212) 333-3810
AIR LINES, NORTHWEST AIRLINES COMBINING TO CREATE AMERICA’S PREMIER GLOBAL
communities to benefit from expanded global route system, more competitive,
financially secure airline
hub closures; improved international access to benefit small
helps offset record oil prices, creates stronger global airline to compete in
Open Skies environment
Merger combines Delta’s strengths in
the South, Mountain West, Northeast, Europe and Latin America with Northwest’s
leading positions in the Midwest, Canada and Asia; competition will be preserved
and enhanced as a result of complementary networks
pilot leadership reaches agreement on post-merger contract
to be provided seniority protection and equity in the new airline
headquarters of combined airline to be in Atlanta, with executive offices in
Minneapolis/St. Paul and major airline operations and employee base remaining in
SkyTeam frequent flyer programs and partner networks enable faster integration;
existing Air France, KLM joint venture partnerships strengthened
Georgia and EAGAN, Minnesota – April 14, 2008 – Delta Air Lines Inc. (NYSE: DAL)
and Northwest Airlines Corporation (NYSE: NWA) today announced an agreement in
which the two carriers will combine in an all-stock transaction with a combined
enterprise value of $17.7 billion, creating America’s premier global airline.
The new airline, which will be called Delta, will provide employees with greater
job security, an equity stake in the combined airline, and a more stable
platform for future growth in the face of significant economic pressures from
rising fuel costs and intense competition. Small communities throughout the
United States will enjoy enhanced access to more destinations worldwide.
Customers also will benefit from the combined carriers’ complementary route
networks, which together will offer people greater choice, competitive fares and
a superior travel experience to more cities than any other airline. In addition,
combining Delta and Northwest will create a global U.S. flag carrier strongly
positioned to compete with foreign airlines that are continuing to increase
service to the United States.
Richard Anderson will be chief executive officer of the combined company. Delta
Chairman of the Board Daniel Carp will become chairman of the new Board of
Directors and Northwest Chairman Roy Bostock will become vice chairman. Ed
Bastian will be president and chief financial officer. The Board of Directors
will be made up of 13 members, seven of whom will come from Delta’s board,
including Anderson, and five of whom will come from Northwest’s board, including
Bostock and Doug Steenland, the current Northwest CEO. One director will come
from the Air Line Pilots Association (ALPA).
the company and its regional partners will provide access to more than 390
destinations in 67 countries. Delta and Northwest, together, will have more than
$35 billion in aggregate annual revenues, operate a mainline fleet of nearly 800
aircraft and employ approximately 75,000 people worldwide.
industry where the U.S. network carriers have shed more than 150,000 jobs and
lost more than $29 billion since 2001, the combination of Delta and Northwest
creates a company with a more resilient business model that is better able to
withstand volatile fuel prices than either can on a standalone basis. Merging
Delta and Northwest is the most effective way to offset higher fuel prices and
improve efficiencies, increase international presence and fund long-term
investment in the business.
transaction is expected to generate more than $1 billion in annual revenue and
cost synergies from more effective aircraft utilization, a more comprehensive
and diversified route system and cost synergies from reduced overhead and
improved operational efficiency. The company expects to incur one-time cash
costs to not exceed $1 billion to integrate the two airlines. The combined
company will have a stronger, more durable financial base and one of the
strongest balance sheets in the industry, with expected liquidity of nearly $7
billion at closing.
terms of the transaction, Northwest shareholders will receive 1.25 Delta shares
for each Northwest share they own. This exchange ratio represents a premium to
Northwest shareholders of 16.8 percent based on April 14 closing prices. The
transaction is expected to be accretive to current Delta shareholders in year
one excluding one-time costs. The merger is subject to the approval of Delta and
Northwest shareholders and regulatory approvals. It is expected that the
regulatory review period will be completed later this year.
Anderson, Delta CEO, stated: “We said we would only enter into a consolidation
transaction if it was right for all of our constituencies; Delta and Northwest
are a perfect fit. Today, we’re announcing a transaction that is about addition,
not subtraction, and combines end-to-end networks that open a world of
opportunities for our customers and employees. We believe by partnering with our
employees, including providing equity to U.S.-based employees of Delta and
Northwest, this combination is off to the right start. Together, we are creating
America’s leading airline – an airline that is financially secure, able to
invest in our employees and our customers, and built to thrive in an
increasingly competitive marketplace.”
Steenland, Northwest CEO, said: “Today’s announcement is exciting for Northwest
and its employees. The new carrier will offer superior route diversity across
the U.S., Latin America, Europe and Asia and will be better able to overcome the
industry’s boom-and-bust cycles. The airline will also be better able to match
the right planes with the right routes, making transportation more efficient
across our entire network. In short, combining the Northwest and Delta networks
will allow the strengthened airline to realize its full global potential and
invest in its future.”
and Northwest merger will offer customers and communities direct service between
the United States and the world's major business centers. Specific benefits
will be able to fly to more destinations, have more schedule options and more
opportunities to earn and redeem frequent flyer miles in what will become the
world’s largest frequent flyer program.
merged airline will maintain all hubs at Atlanta, Cincinnati, Detroit, Memphis,
Minneapolis/St. Paul, New York-JFK, Salt Lake City, Amsterdam and Tokyo-Narita –
each of which will benefit from improved global connectivity.
customers will benefit from Northwest’s extensive service to Asian markets and
Northwest’s customers will have access to Delta’s strengths across the
Caribbean, Latin America, Europe, the Middle East and Africa.
airlines’ customers will benefit from a strengthened SkyTeam alliance that more
closely aligns the combined airline with its respective trans-Atlantic partners
Air France and KLM.
also will benefit from the combined carrier’s financial stability. The merger
creates one of the strongest balance sheets among major U.S. airlines,
permitting the combined airline to invest in its fleet and services to enhance
the customer experience. For instance:
combination will accelerate the upgrading of existing international aircraft
with lie-flat seats and personal on-demand entertainment.
combined company will have the opportunity to exercise options for delivery of
up to 20 widebody jets between 2010 and 2013 to provide more international
service than ever before.
combined company also will be able to improve customers’ travel experience
through new products and services, including enhanced self-service tools, better
bag-tracking technology, new seats and refurbished cabin interiors.
combination will expand Delta’s international and domestic reach, and there will
be no reductions in the number of hubs. In addition, building on both airlines’
proud, decades-long history of serving small communities, Delta will improve
worldwide connections to small towns and cities across the U.S., enhancing their
access to the global marketplace. Following the merger, Delta will serve more
than 140 small communities in the United States – more than any other
and Northwest are an excellent strategic fit, with complementary and
geographically distinct route systems,” said Edward Bastian, Delta president and
chief financial officer. “Together, we will have a more robust platform for
profitable international growth. Combining both carriers’ international and
domestic strengths, with our worldwide SkyTeam partners, we are well positioned
to lead the industry and deliver value to our shareholders.”
fuel prices have fundamentally changed the economics of the airline industry.
Fuel is the highest single expense for Delta and Northwest, significantly
eroding the financial benefits of restructuring and placing the airlines’ new
found strength and stability at long-term risk. At the beginning of 2007, oil
prices were approximately $55 a barrel. Now, oil prices have nearly doubled.
This dramatic run-up in the price of oil makes the transaction even more
the two carriers, along with their partners at Air France and KLM, will have a
broader global network similar in scope and depth to what other foreign flag
carriers already possess – and a significant presence in key business centers,
with improved prospects for growing corporate business globally. This presence
is essential for U.S. network carriers due to Open Skies agreements that have
expanded aviation markets around the world and have created a more competitive
Delta-Northwest combination will be pro-competitive. There is little overlap in
the nonstop routes the two airlines serve, with direct competitive service on
only 12 of more than 1,000 nonstop city pair routes currently flown by both
airlines. In fact, the merger will create a stronger, more efficient global
competitor. Discount carriers, which now carry one third of domestic passengers,
and other network airlines will remain competitors in the airline’s
also today announced that it has reached agreement with the company’s pilot
leadership to extend its existing collective bargaining agreement through the
end of 2012. The agreement, which is subject to pilot ratification, facilitates
the realization of the revenue synergies of the combined companies once the
transaction is completed. It also provides the Delta pilots a 3.5 percent equity
stake in the new company and other enhancements to their current
will use its best efforts to reach a combined Delta-Northwest pilot agreement,
including resolution of pilot seniority integration, prior to the closing of the
employees of both airlines will be provided seniority protection through a fair
and equitable seniority integration process, as the airlines are combined. In
addition, U.S.-based non-pilot employees of both companies will be provided a 4
percent equity stake in the new airline upon closing. The company also expects
no involuntary furloughs of frontline employees as a result of this transaction
and the existing pension plans for both companies’ employees will be protected.
Additionally, all Delta and Northwest employees will enjoy reciprocal pass
privileges on both airlines, beginning as soon as possible during the regulatory
pleased that the people of Delta and Northwest will participate directly in the
growth and future success of the combined company,” Anderson said. “Thanks to
the hard work and professionalism of the more than 75,000 Delta and Northwest
employees over the last few years, our new, combined company will be positioned
for a bright future as a leader in the global airline industry.”
Northwest’s complementary networks and common membership in the SkyTeam alliance
will ease the integration risk that has complicated some airline mergers. The
carriers participate in a joint SkyTeam frequent flyer program with common
customer lounges and airline partner networks. In addition, they share a common
IT platform, which has already been partially integrated through the existing
alliance between Delta and Northwest. Further, the combination of Delta and
Northwest will enable an accelerated joint venture integration with Air
France/KLM, creating the industry’s leading alliance network.
course of the regulatory process, a detailed integration plan will be created by
the transition committee made up of leaders from both companies. After closing
of the merger, the consolidation of overlapping corporate and administrative
functions will result in some job reductions or company-paid transfers.
Involuntary reductions for management and administrative employees will be
minimized by normal attrition.
advisers to Delta were Greenhill & Co. and Merrill Lynch & Co. and legal
advisers were Wachtell, Lipton, Rosen & Katz and Hunton & Williams, LLP.
Financial advisers to Northwest were Morgan Stanley and J.P. Morgan Securities
and legal advisers were Simpson Thacher & Bartlett LLP and O'Melveny &
and Analyst Call Details
will be a webcast for the investment community on Tuesday, April 15, at 9:00
a.m. EDT. Participants will include Richard Anderson, Delta’s CEO; Doug
Steenland, Northwest’s President and CEO; and Ed Bastian, Delta’s President and
log-in is available on: www.delta.com/about_delta/investor_relations/webcasts
of the webcast will be archived for 30 days. Further information is available in
the investor relations section of delta.com.
Conference Details and Satellite Coordinates
Tuesday, April 15, at 10:30 a.m. EDT, Delta and Northwest will hold a joint
press conference at the Intercontinental, The Barclay, New York, 111 East 48th
St, New York, NY 10017.
will include Richard Anderson, Delta’s CEO; Doug Steenland, Northwest’s
President and CEO; and Ed Bastian, Delta’s President and CFO.
conference will be webcast LIVE over the internet at www.newglobalairline.com. The
replay of the webcast will be archived for 30 days.
conference will also be available LIVE via satellite through the following
time: 1000-1130 EDT w/15 approx. (test time from 10-10:30 AM)
KU-band: GAL11 / Transponder 15 / Audio 6.2 & 6.8 / Downlink frequency:
Information and Satellite Coordinates
footage with sound bites from Richard Anderson and Ed Bastian and Delta and
Northwest operations will be available via satellite. To access the B-roll feed
via satellite, use the coordinates below.
April 14, 2008
time: 10:00 – 10:30 PM EDT
C-Band: AMC 03 / Transponder 03 / Audio 6.2 & 6.8 / Downlink frequency: 3760
story will be available on the Pathfire DMG****
Video News Feeds at Medialink
Slug: Delta and Northwest Create Global Airline
April 15, 2008
time: 4:00-4:30 AM EDT
C-Band: AMC 03 / Transponder 03 / Audio 6.2 & 6.8 / Downlink frequency 3760
time: 10:00-10:30 AM EDT
time: 1:00 – 1:30 PM EDT
C-Band: GAL 25 (formerly IA 5) / Transponder 19 / Audio 6.2 & 6.8 / Downlink
frequency 4080 (V)
time: 2:00-2:30 PM EDT - Includes footage of press conference
time: 7:00-7:30 PM EDT
C-Band: AMC 03 / Transponder 05 / Audio 6.2 & 6.8 / Downlink frequency 3800
news release will be available for download on www.newglobalairline.com.
of both companies operations and management teams is available on the news
center section of www.newglobalairline.com.
Media Relations: 404 715 2554
Investor Relations: 404 715 2170
Group: Steve Lipin / Cindy Leggett-Flynn 212 333 3810
Media Relations: 612 726 2331
Investor Relations: 800 953 3332
details regarding the combination can be found at www.newglobalairline.com.
Delta Air Lines
Lines operates service to more worldwide destinations than any airline with
Delta and Delta Connection flights to 306 destinations in 58 countries. Delta
has added more international capacity than any major U.S. airline during the
last two years and is the leader across the Atlantic with flights to 37
trans-Atlantic markets. To Latin America and the Caribbean, Delta offers more
than 517 weekly flights to 57 destinations. Delta's marketing alliances also
allow customers to earn and redeem SkyMiles on nearly 16,409 flights offered by
SkyTeam and other partners. Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide destinations,
flights and services. Including its SkyTeam and worldwide codeshare partners,
Delta offers flights to 841 worldwide destinations in 162 countries. Customers
can check in for flights, print boarding passes and check flight status at www.delta.com.
Airlines is one of the world’s largest airlines with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and approximately 1,400
daily departures. Northwest is a member of SkyTeam, an airline alliance that
offers customers one of the world’s most extensive global networks. Northwest
and its travel partners serve more than 1,000 cities in excess of 160 countries
on six continents. For more information pertaining to Northwest go to the Web
site at www.nwa.com.
press release includes “forward-looking statements” within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. Words such as “expect,’ “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, Delta's and Northwest’s expectations
with respect to the synergies, costs and charges and capitalization, anticipated
financial impacts of the merger transaction and related transactions; approval
of the merger transaction and related transactions by shareholders; the
satisfaction of the closing conditions to the merger transaction and related
transactions; and the timing of the completion of the merger transaction and
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside our control and difficult to predict. Factors
that may cause such differences include, but are not limited to, the possibility
that the expected synergies will not be realized, or will not be realized within
the expected time period, due to, among other things, (1) the airline pricing
environment; (2) competitive actions taken by other airlines; (3) general
economic conditions; (4) changes in jet fuel prices; (5) actions taken or
conditions imposed by the United States and foreign governments; (6) the
willingness of customers to travel; (7) difficulties in integrating the
operations of the two airlines; (8) the impact of labor relations, and (9)
fluctuations in foreign currency exchange rates. Other factors include the
possibility that the merger does not close, including due to the failure to
receive required stockholder or regulatory approvals, or the failure of other
cautions that the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in Delta’s and
Northwest’s most recently filed Forms 10-K. All subsequent written and oral
forward-looking statements concerning Delta, Northwest, the merger, the related
transactions or other matters and attributable to Delta or Northwest or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Delta and Northwest do not undertake any obligation
to update any forward-looking statement, whether written or oral, relating to
the matters discussed in this news release.
Information About the Merger and Where to Find It
connection with the proposed merger, Delta will file with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will
include a joint proxy statement of Delta and Northwest that also constitutes a
prospectus of Delta. Delta and Northwest will mail the joint proxy
statement/prospectus to their stockholders. Delta and Northwest urge investors
and security holders to read the joint proxy statement/prospectus regarding the
proposed merger when it becomes available because it will contain important
information. You may obtain copies of all documents filed with the SEC regarding
this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also
obtain these documents, free of charge, from Delta’s website (www.delta.com) under the tab
“About Delta” and then under the heading “Investor Relations” and then under the
item “SEC Filings.” You may also obtain these documents, free of charge, from
Northwest’s website (www.nwa.com) under the tab “About Northwest” and then under
the heading “Investor Relations” and then under the item “SEC Filings and
Section 16 Filings.”
Northwest and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Delta and
Northwest stockholders in favor of the merger. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of Delta and Northwest stockholders in connection with the proposed merger
will be set forth in the proxy statement/prospectus when it is filed with the
SEC. You can find information about Delta’s executive officers and directors in
its Annual Reports on Form 10-K (including any amendments thereto), Current
Reports on Form 8-K and other documents that have previously been filed with the
SEC since April 30, 2007 as well as in its definitive proxy statement to be
filed with the SEC related to Delta’s 2008 Annual Meeting of Stockholders. You
can find information about Northwest’s executive officers and directors in its
Annual Reports on Form 10-K (including any amendments thereto), Current Reports
on Form 8-K and other documents that have previously been filed with the SEC
since May 31, 2007 as well as in its definitive proxy statement to be filed with
the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can
obtain free copies of these documents from Delta and Northwest using the contact
Northwest are joining together to create a new, stronger airline that will
connect communities across America to the world. The new airline will offer
people more choice, competitive fares and a superior travel experience to more
U.S. and international locations than any other U.S.- based carrier. This means
customers across the country will benefit from enhanced access to more
destinations, more scheduling choices and more opportunities to earn and redeem
frequent flyer miles than ever before.
more about why this combination is good for your state by selecting a state
within the map below or from the drop-down menu: