Filed by Continental Airlines, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Continental Airlines, Inc.
Commission File No.: 1-10323
Important Information For Investors And Stockholders
In connection with the proposed merger of equals transaction between UAL Corporation (UAL)
and Continental Airlines, Inc. (Continental), UAL filed with the Securities and Exchange
Commission (SEC), and the SEC declared effective on August 18, 2010, a registration statement on
Form S-4 that includes a joint proxy statement of Continental and UAL that also constitutes a
prospectus of UAL. UAL and Continental have mailed the joint proxy statement/prospectus to their
respective security holders. UAL AND CONTINENTAL URGE INVESTORS AND SECURITY HOLDERS TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of the joint proxy statement/prospectus and other
documents containing important information about UAL and Continental through the website maintained
by the SEC at www.sec.gov. Copies of the documents filed with the SEC by UAL are available
free of charge on UALs website at www.united.com under the tab Investor Relations or by
contacting UALs Investor Relations Department at (312) 997-8610. Copies of the documents filed
with the SEC by Continental are available free of charge on Continentals website at
www.continental.com under the tab About Continental and then under the tab Investor
Relations or by contacting Continentals 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 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, and the joint proxy statement/prospectus related to the proposed transaction.
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, and
the joint proxy statement/prospectus related to the proposed transaction. These documents can be
obtained free of charge from the sources indicated above.
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 Continentals and UALs 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, Continentals and UALs
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
companys 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 companys 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
UAL and Continental caution that the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in Continentals and UALs 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 following was
posted on Jeffs Journal in the Continental Airlines intranet web site on
August 27, 2010:
One Step Closer To Merging As DOJ Completes Antitrust Review
We received some great news today from the Antitrust Division of the United States Department of
Justice (DOJ). They told us that theyve completed their antitrust review and are finished
reviewing our merger. The completion of DOJs review is an important step on our journey of
creating the worlds leading airline. The DOJs decision permits us to clear one of the last
regulatory hurdles to closing our merger.
Id also like to recognize the efforts of the United States Department of Transportation and the
Federal Aviation Administration as the companies work through the merger process. In addition,
were still talking with the state attorneys general who are reviewing the merger, and we hope to
wrap up those discussions soon, with a positive outcome.
Also today, CO and UA announced that we agreed to lease to Southwest 18 pairs of take-off and
landing slots (roundtrip flights) during peak and off-peak travel times, as well as related
operating facilities, at EWR. Since the slot transfer is expected to have minimal impact on the
combined carriers route network, we are not changing our previously announced merger synergy
estimates. We have been effectively competing with low-cost carriers at EWR, at our other hubs and
elsewhere for many years, and will continue to do so.
As I mentioned in my journal entry last week, before we can close the legal merger, we also need
approval from the stockholders of both companies, and there are also various other technical
matters that we must conclude. We currently expect the legal merger to close by Oct. 1, 2010,
subject to stockholder approvals and customary closing conditions. This will be the first step in
the three stages of the merger (legal merger, Customer Day One, and single operating certificate).
I want to thank all of my co-workers who are working long hours to get all the merger integration
planning work done, including those co-workers who have worked night and day on the merger approval
process. Thanks for all your hard work. I am very proud of the team.