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
following letter to employees was issued by Jeffery Smisek, Chairman,
President and Chief Executive Officer of Continental Airlines, Inc.,
on July 27, 2010:
July 27, 2010
I am pleased to let you know that I have selected the members of the senior management team who
will report to me as president and chief executive officer after we merge with United. My decision
follows meetings with senior officers of both companies, and consultation with Glenn Tilton and our
respective boards. We anticipate that the board of the new company will elect these senior
officers as executive vice presidents of the new United Airlines at the closing of our merger:
||Mike Bonds, who joined Continental in 1995, will be responsible for human resources and
||Jim Compton, who joined Continental in 1995, will serve as chief marketing officer.
||Jeff Foland, who joined United in 2005, will lead the combined carriers loyalty
||Nene Foxhall, who joined Continental in 1995, will oversee the communications and
government affairs functions.
||Keith Halbert, who joined United in 2008, will be chief information officer.
||Pete McDonald, who joined United in 1969, will be chief operations officer.
||Zane Rowe, who joined Continental in 1993, will be chief financial officer.
||Tom Sabatino, who joined United in 2010, will be general counsel.
This outstanding team brings together a great blend of experience and expertise at both airlines,
and I look forward to working together with them as we create the worlds leading airline.
The new leadership team will work with me on the design the overall officer-level organization and
select of the remainder of the leadership team. Concurrently, the Talent, Organization and Culture
integration planning team of both airlines continues to develop the process for selecting other
management and clerical co-workers for the new airline, while our functional integration planning
teams continue to work on the planned organizational structure for the different departments. We
plan to announce more details as they are finalized.
I look forward to working with the co-workers of both companies around the world to create a global
airline with tremendous and enduring strengths. As always, well continue to communicate with you
directly, openly and honestly throughout this process.
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. In connection with the
proposed transaction, UAL has filed with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 that includes a preliminary 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. UAL AND CONTINENTAL URGE INVESTORS AND
SECURITY HOLDERS TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC (INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may
obtain free copies of the preliminary joint proxy statement/prospectus and other documents
containing important information about UAL and Continental (including the definitive joint proxy
statement/prospectus), once such documents are filed with the SEC, through the website maintained
by the SEC at 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)
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 preliminary joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on June 25, 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, and the preliminary joint proxy
statement/prospectus related to the proposed transaction, which was filed with the SEC on June 25,
2010. These documents can be obtained free of charge from the sources indicated above. Additional
information regarding the participants in the proxy solicitation may also be included in the
definitive 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,
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 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 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.