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
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; and the timing of the completion of the proposed
transaction.
All
forward-looking statements involve significant risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements, many of which are generally outside the control of
Continental and UAL and are difficult to predict. Examples of such
risks and uncertainties include, but are not limited to, (1) the possibility
that the proposed transaction is delayed or does not close, including due to the
failure to receive required stockholder or regulatory approvals, the taking of
governmental action (including the passage of legislation) to block the
transaction, or the failure of other closing conditions, and (2) the possibility
that the expected synergies will not be realized, or will not be realized within
the expected time period, because of, among other things, significant volatility
in the cost of aircraft fuel, the high leverage and other significant capital
commitments of Continental and UAL, the ability to obtain financing and to
refinance the combined company’s debt, the ability of Continental and UAL to
maintain and utilize their respective net operating losses, the impact of labor
relations, global economic conditions, fluctuations in exchange rates,
competitive actions taken by other airlines, terrorist attacks, natural
disasters, difficulties in integrating the two airlines, the willingness of
customers to travel by air, actions taken or conditions imposed by the U.S. and
foreign governments or other regulatory matters, excessive taxation, further
industry consolidation and changes in airlines alliances, the availability and
cost of insurance and public health threats.
UAL and
Continental caution that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is contained in
Continental’s and UAL’s most recently filed 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.
***
The
information filed herewith was first posted on UAL’s employee intranet on May 3,
2010.
Let’s fly together A stronger airline. More access to more
destinations. Shared commitment to performance and service. With today’s merger
agreement, United and Continental will come together to create a world-class
airline that’s well positioned to succeed in an increasingly competitive global
and domestic aviation industry. Building on our Star Alliance partnership, the
combined airline will provide superior service for customers, offering an
unparalleled global network of 370 destinations around the world while
delivering improved profitability and sustainable long-term value for
shareholders. What This Means For You For the moment, nothing is changing. As we
move forward, we must maintain our commitment to our Focus on 5 priorities to
ensure that we deliver the service our customers expect - always with safety as
our first priority. We must continue to provide a courteous, caring and
respectful environment for our customers and each other. We must build upon the
momentum of our recent performance and finish the year strong. Once the merger
is complete and our operations are integrated with Continental, we anticipate
that we will share in many advantages: We will benefit from improved long-term
career opportunities and enhanced job stability by being part of a larger,
financially stronger and more geographically diverse airline. Our combined
airline will be better able to complete successfully in the global marketplace.
United and Continental together will have the financial strength to invest in
globally competitive products, upgrade technology, refurbish and replace
aircraft as well as implement the best-in-class practices of both
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; and the timing of the completion of the
proposed transaction and other factors that are set forth in “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 for 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.
Let’s Fly Together - Leadership Message Creating The World’s Leading
Airline On Monday, May 3, Glenn Tilton sent the following message to all
employees Dear fellow employee, In recent years, the results of our work
together have been evident in our significantly improved and consistent
performance and our recognition in the marketplace. Our performance puts us in
the position today to announce a merger of equals with Continental Airlines and
on track to be the world’s leading airline, which is exactly where our company
should be. Our new airline will be called United Airlines, and will use the
Continental white livery with the globe. With our announcement today, we are
bringing together two of the world’s premier airlines to form a platform that
will provide greater stability and opportunity for our people, more choices for
our customers and a better return for our shareholders. Our company will be 55
percent owned by United shareholders and 45 percent owned by Continental
shareholders. Our headquarters will be in Chicago in our building at 77 W.
Wacker, and our operations center will be located in the Willis Tower. By
merging with Continental, we will have the world’s best network, and will be
well positioned to compete with global carriers. We will continue to serve every
destination our two airlines fly to today. As such, we expect minimal impact to
our frontline employees with any reductions coming principally through
retirement, attrition and voluntary programs. The combined company’s management
team is expected to include an equitable and balanced selection of executives
from each company with the intention that each company will be contributing
roughly equal numbers. This will result in some reductions in the
salaried and management work force for both Continental and United. I will serve
as non-executive chairman of the Board of Directors and Jeff Smisek, Continental
chairman, president and chief executive officer, will be chief executive officer
and a board member of United. The board will also comprise six
independent directors for each carrier and two labor directors. Throughout the
merger approval process, which is likely to last through the fourth quarter of
this year, we will develop an integration plan that will involve a dedicated
team of employees from both airlines. Jeff and I will lead that team. That
integration planning work will be separate from that which the vast majority of
us will be focused on: safely running a great airline and continuing the
momentum we have under way to improve our performance. Knowing and respecting
our Continental colleagues as we do, I am confident that we will work together
to create a stronger airline, better positioned to succeed in the competitive
global aviation industry.
Today is a great day for our company, and we are very proud of this
latest step in our transforming journey. We have always been proud to call
Chicago home, and we thank our customers, the city, and Mayor Daley for standing
by us and encouraging us to move forward. The work all of you do has enabled us
to reach this point, and I look forward to working with you as we create
opportunity of our people, our customers, our shareholders and the communities
we serve, and make Chicago’s hometown airline even better. For the most
up-to-date information on the merger, I encourage you to visit the Skynet site
and www.unitedcontinentalmerger.com. Glenn 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; and the timing of the completion of the
proposed transaction and other factors that are set forth in “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 for 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.
Let’s Fly Together - Frequently Asked Questions View questions and
answers about the United-Continental merger: General questions A. how does the
merger announcement affect my job today? B. what is the process for completing
the merger? C. how do employees benefit from this merger? D. Will there be any
involuntary furloughs in frontline workgroups as a result of the merger? E. Will
this merger result in job reductions for non-frontline employees? F. Will
employees whose jobs are impacted by the merger integration be eligible for
severance benefits? G. Do you plan to close or move any facilities? H. Do you
plan to reduce service at hubs or to cities? I. What is your plan to integrate
the Continental and United workforces? When will that happen? J. Which pay and
benefit plans will be adopted? K. When the airlines are merged, what will be the
employee travel policy? L. Will customers see any changes to our service right
now as a result of today’s announcement? Legal Disclaimers General Questions A.
How does the merger announcement affect my job today? The announcement doesn’t
affect our jobs today -- it should continue to be business as usual. Just as we
do every day, we will continue our commitment to our Focus on 5 business agenda
and to ensuring we deliver the service our customers expect, always with safety
as our first priority. Some employees will be asked to participate on dedicated
integration planning teams focused on effectively combining our two companies.
Most importantly, we need to continue building on our current momentum and
finish the year strong. B. What is the process for completing the merger? The
merger requires approval by the shareholders of both companies, as well as by
the Department of Justice and the Department of Transportation. Assuming the
merger is approved and cleared and other closing conditions are satisfied, we
expect to complete the merger in the fourth quarter of the year. C. How do
employees benefit from this merger? Employees will benefit from improved
long-term career opportunities and enhanced job stability by being part of a
larger, financially stronger and more geographically diverse airline that is
better able to compete successfully in the global marketplace. The combined
company will have the financial strength to invest in competitive products,
upgrade technology, refurbish and replace older aircraft and implement the best
in class practices of both airlines. D. Will there be any involuntary furloughs
in frontline workgroups as a result of the merger? The companies expect the
impact of the merger on frontline employees will be minimal, with the reductions
coming principally from retirements, attrition and voluntary
programs.
E. Will this merger result in job reductions for non-frontline
employees? Both companies are committed to building a world-class company and it
takes a talented workforce to do so. We don’t expect any impact prior to closing
of the merger. As we go through the integration process, we expect this will
result in some reductions in the salaried and management workforce for both
United and Continental as we identify efficiencies and synergies. Any reductions
will be done after a thoughtful review of the functions to be performed at the
combined company. We are committed to a fair and equitable process between
United and Continental, with decisions driven by the business needs of the
combined company. As with frontline employees, we believe that some job
reductions will occur due to normal retirements, attrition and voluntary
programs. While planning will take place, no decisions will be implemented until
after the merger closes, which we don’t expect to occur until late this year. F.
Will employees whose jobs are impacted by the merger integration be eligible for
severance benefits? Yes. SAM employees who are separated as a result of the
merger will be eligible for standard severance benefits under the terms of our
severance plan. International employees will be eligible for severance benefits
to the extent provided under local programs, agreements or applicable law.
Represented employees will be eligible for severance benefits to the extent
provided in collective bargaining agreements. Again, we expect the impact of the
merger on front-line employees will be minimal, with any reductions coming
principally through retirements, attrition and voluntary programs. G. Do you
plan to close or move any facilities? Until the merger closes, United and
Continental will continue to operate as independent companies. It will be
business as usual, as we stay focused on running a successful airline. Today,
operating as independent companies, United and Continental continually evaluate
their facilities needs in the context of their ongoing business operations.
Those types of decisions will continue as United and Continental fully integrate
their operations after the merger closes. H. Do you plan to reduce service at
hubs or to cities? We will have ten hubs and continue to service all U.S. cities
currently served by either carrier. I. What is your plan to integrate
the Continental and United workforces? When will that happen? Our goal is to
build a world-class organization with world-class talent. Both companies are
committed to using an equitable and balanced process to integrate the best
people and best practices of both companies, with roughly equal numbers of
executives from each company on the management team. We will develop
an integration plan that will involve a dedicated team of employees from both
airlines. The CEOs of each company will lead the integration process. The
integration of the carriers will begin after the necessary approvals are in
place and the closing conditions of the merger are satisfied and will continue
through the subsequent operational merger, which we expect to occur during the
first half of 2012. J. Which pay and benefit plans will be adopted? For now, we
will maintain our current pay and benefit programs until the merger closes. Both
companies are committed to driving a performance culture and offering
market-competitive rewards and compensation to attract and retain a highly
talented workforce. Once the merger closes, we will work to implement a
compensation and benefit program that will enable the combined company to meet
its goals. We will continue our current Section 6 negotiations with all of our
unions to reach agreements, recognizing that such discussions should contemplate
the implications of the anticipated merger. K. When the airlines are merged,
what will be the employee travel policy? We know that the employee travel
program is important to our people. We are committed to develop a program that
has competitive features for the combined company’s employees and that leverages
our combined, expanded network of destinations. L. Will customers see any
changes to our service right now as a result of today’s announcement? Until the
merger closes, which is expected to happen near the end of the year, United and
Continental will remain separate companies and will operate independently.
Customers will not see any changes, but will be able to continue to travel on
both airlines pursuant to our codeshare agreement. Once the merger closes,
benefits to consumers will begin on Day One. With one of the world’s most robust
loyalty programs, the new United will offer unmatched redemption options,
expansive earning opportunities and industry-leading elite status
benefits.
Legal Disclaimers Cautionary Statement Regarding Forward-Looking
Statements 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. 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; and the timing of the completion of the
proposed transaction; and other factors that are set forth in “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 for 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.
Let’s Fly Together - Fact Sheet View general information about
United and Continental: Untitled Continental Airlines Stock Ticker NASDAQ: UAL
NYSE: CAL 2009 Annual Revenues Total Operating Revenues: $16.3bn Total Operating
Revenues: $12.6bn Headquarters Chicago, IL Houston, TX At a Glance Third-largest
U.S. carrier Approximately 40% of United’s capacity is deployed in international
routes; 60% in domestic routes United is the largest U.S. carrier to China*
United is one of two U.S. carriers authorized to serve U.S.-Narita routes from
any U.S. point and to serve Asia from Narita United is the only major domestic
carrier offering a premium economy product, Economy Plus Fourth-largest U.S.
carrier Approximately 50% of Continental’s capacity is deployed on international
routes; 50% on domestic routes Carries approximately 63 million passengers per
year 33 trans-Atlantic routes, including 29 destinations served nonstop from our
global hub in New York/Newark *Based on available seat miles Alliance Star
Alliance, founding member Star Alliance, as of October 27, 2009 Frequent Flyer
Program Mileage Plus OnePass Member Lounge Red Carpet Club Presidents Club
Destinations 232 domestic & international destinations Total daily
departures: approximately 3,400 269 destinations worldwide Total daily
departures: approximately 2,700 Hubs & Focus Cities Chicago O’Hare
International Airport Denver International Airport Washington Dulles
International Airport San Francisco International Airport Los Angeles
International Airport Narita International Airport (Tokyo, Japan) George Bush
Intercontinental Airport (Houston) Newark Liberty International Airport
Cleveland Hopkins International Airport A.B. Won Pat International Airport
(Guam)
Alliance, Codeshare & Joint Venture Partners Adria Airways Aer
Lingus Air Canada Air China Air New Zealand All Nippon Airlines Asiana Airlines
Austrian Airlines Blue 1 bmi Brussels Airlines Continental Airlines Croatia
Airlines Egypt Air Emirates Gulfstream International Airlines Hawaiian Airlines
Island Air Jet Airways LOT Polish Airlines Lufthansa Qatar Airways Scandinavian
Airlines Shanghai Airlines Singapore Airlines South African Airways Spanair
SWISS International Airlines TACA Group TAP Portugal TAM Thai International
Turkish Airlines US Airways Adria Airways Aero Republica Air Canada Air China
Air New Zealand All Nippon Airlines Amtrak Asiana Airlines Austrian Airlines
Blue 1 bmi Brussels Airlines Cape Air Colgan Air Copa Airlines Croatia Airlines
Egypt Air Emirates EVA Air Hawaiian Airlines Island Air LOT Polish Airlines
Lufthansa Scandinavian Airlines Shanghai Airlines Singapore Airlines SNCF French
National Railway South African Airways Spanair SWISS International Airlines TAM
TAP Portugal Thai International Turkish Airlines United Airlines US Airways
Virgin Atlantic
Contracted Regional Carriers Atlantic Southeast Airlines Colgan Air
Express-Jet Airlines GoJet Airlines Mesa Airlines Shuttle America SkyWest
Airlines Trans States Airlines Continental Express ExpressJet Chautauqua
Airlines Continental Connection: Cape Air Colgan Air CommutAir Gulfstream
International Airlines 2009 Mainline Regional Traffic Data Revenue Passengers
(in thousands) 81,421 Revenue Passenger Miles (in millions) 114,245 Available
Seat Miles (in millions) 140,716 Passenger Load Factor 81.2% Cargo Ton Miles (in
millions) 1,603 (Total consolidated system, including United Express) Revenue
Passengers (in thousands) 62,809 Revenue Passenger Miles (in millions) 89,135
Available Seat Miles (in millions) 109,553 Passenger Load Factor 81.4% Cargo Ton
Miles (in millions) 949 (Total consolidated system, including Continental
Express) History In 1929, Boeing Air Transport Company (BATC) changes its name
to United Aircraft and Transport Corp. (UATC) and acquires several new
subsidiaries, including Pratt & Whitney Aircraft, Hamilton Standard
Propeller Co. and Chance Vought Corp. United Air Lines, Inc. (UAL) is
incorporated as a management corporation to coordinate operations of UATCs
airline subsidiaries on March 28, 1931. United stockholders approve the
formation of UAL, Inc., effective on August 1, 1969 In 1986, United begins
service to 13 Pacific cities after purchasing Pan American Airways’ Pacific
Division for $715 million. 1997, United partners with Air Canada, Lufthansa, SAS
and Thai Airways to create “Star Alliance”. Continental celebrated its 75th
anniversary in 2009. The airline traces its roots to Varney Speed Lines, which
began flying from El Paso, Texas, to Pueblo, Colo., in July 1934. In 1937,
Varney Speed Lines changed its name to Continental Airlines. Continental
relocated its headquarters to Houston, Texas, in October 1982 after merging with
Texas International. For More Information www.united.com www.continental.com
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. 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; and the timing of the completion of the proposed
transaction; and other factors that are set forth in “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 for 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.
Let’s Fly Together - Merger News Stay up to date with the latest
news and information about the United-Continental merger; NewsReal United and
Continental Announce Merger of Equals to Create World-Class Global Airline Press
Release United and Continental Announce Merger of Equals to Create World-Class
Global Airline 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; and the timing of the completion
of the proposed transaction; and other factors that are set forth in “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 for 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.