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
Valued Partner:
As an
important business partner, we are excited to share with you information about
today’s announcement that Continental Airlines and United Airlines have agreed
to combine in a merger of equals. The combined company will create the world’s
leading airline, providing unmatched benefits and service for business and
leisure travelers and enhanced opportunities for our clients in corporate and
retail travel.
The new
airline, to be called United Airlines, with Continental’s livery, logo and
colors, will offer exceptional international gateways to Asia, Europe, Latin
America and the Middle East from anywhere in the United States. The new airline
will have ten hubs, including hubs in the four largest U.S. cities. The combined
company will also continue to provide service to all of the communities that
Continental and United currently serve, which encompasses 370 destinations in 59
countries.
Our new
airline will combine our shared commitment to customer service with
industry-leading on-time performance and a truly unparalleled global network. We
will be positioned to continue our investment in globally competitive products,
upgrade technology, refurbish and replace older aircraft, and implement
best-in-class practices of both airlines.
For
travelers, we will offer the industry’s leading loyalty program, providing
access to more benefits than any other program, with more ways to earn and
redeem miles. As members of Star Alliance, we will provide loyalty program
members with the opportunity to use miles for award travel with partner airlines
to more than 1,000 destinations around the world.
Although
announced today, the merger is expected to close only after it is approved by
shareholders, undergoes regulatory clearance, and certain other closing
conditions are met. We are working to obtain these approvals and clearances
efficiently and hope to close the merger in the fourth quarter of this
year.
Until
then, we will each operate as independent companies, each focused on driving
improvements in our respective businesses. Your current Continental and United
relationships and contracts will also remain in place. You should continue to
work with your Continental and United account/sales managers, who will reach out
to you in the near future to further discuss this exciting
event.
Today’s
announcement is just the first step in the merger process. 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
after closing, with the primary goal of serving you better and earning more of
your business.
As noted
previously, until that time, Continental and United will be operating
independently and all contracts with each of us remain in force as written. We
look forward to continuing to work together with you and are committed to
keeping you advised as developments occur.
More
information on the merger can be found at www.unitedcontinentalmerger.com.
Regular updates will also be posted on this site.
Thank you
for being a valued business partner of Continental and United Airlines. We look
forward to further strengthening our relationship and serving you on the new
airline in the future.
Warmest
regards,
 |
 |
|
Dave
Hilfman
|
Jeff
Foland
|
|
Sr.
Vice President Worldwide Sales
|
Sr.
Vice President Worldwide Sales & Marketing
|
|
Continental
Airlines
|
United
Airlines
|
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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.
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