Filed by Continental Airlines, Inc.
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 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 will be 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 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 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,
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.
following email will first be distributed to one or more individuals
and organizations beginning on June 16,
2010. Each email will be accompanied by the form letter included herein.
Thank you for your interest in the proposed merger of United Airlines and Continental Airlines. We
are confident that the access, choice and service offered by the combined airline will benefit
I have attached a sample letter of support for your consideration to send to [NAME]. Your support
will send an important message to the elected officials and regulators who will be reviewing the
Please dont hesitate to get in touch if you have any questions about the attached letter or
anything else related to the merger.
I am writing to express my support for the proposed merger of Continental Airlines and United
Airlines. The merger of Continental and United will create a financially stronger, sustainable
airline that will be better able to succeed in an increasingly competitive domestic and
international aviation industry. The merger will provide a platform to achieve sustained
profitability which will lead to a better future for Continentals employees, customers,
shareholders and communities.
Continentals hub at Bush Intercontinental Airport will be the largest hub in the worlds leading
airline. Houston will not only be the premier gateway to Latin America, but will also see new
service to other parts of the world, including the recently announced Boeing 787 Dreamliner service
to Auckland. Corporate travelers will have an easier time making connections, reaching customers
and conducting business, while tourists will find it more convenient to visit (CITY/STATE), and
that is exactly what we need in (CITY/STATE) to keep our economy on the right path.
After the merger, the combined airline will continue to be among the top private employers in
Houston, and in fact, expects net job gain in Houston over time as Houston service is expanded as a
result of the merger. The combined airlines increased financial strength will provide improved
long-term career opportunities and enhanced job stability. The companies have said they believe
the impact of the merger on frontline employees will be minimal and that they will continue to
offer performance-based incentive compensation programs. This kind of commitment to the employees
who have seen them through recent challenges shows good faith, and its important to our local
Continental and United have minimal overlap on routes. They have the most complementary route
networks of any U.S. carriers and will offer convenient access to Asia, Europe, Latin America,
Africa and the Middle East. Businesses and residents in (CITY/STATE) can look forward to the
combined airline providing access to 350 destinations around the globe.
Finally, Continental has always been a good corporate citizen of (CITY/STATE) and a supporter of
arts, sports and charitable organizations throughout the community. We have been assured that
their commitment to Houston and surrounding communities is as strong as ever.
I urge you to support a fair, expeditious and ultimately favorable regulatory review so that our
community and businesses are able to realize the benefits of the merger without delay.