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.
***
UAL and
Continental have created a website at www.unitedcontinentalmerger.com with
information about the merger. The website includes the information being filed
herewith.