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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.
****
The
information filed herewith was first posted on UAL’s employee intranet on May 4,
2010.
----------------------------------------------------
A Big Day
at United
----------------------------------------------------
Just
after we issued our official confirmation of our merger agreement with
Continental early Monday morning, customers and employees were buzzing with
questions and comments about the news. Here’s a roundup of some of the things we
heard around the system:
Glenn
Tilton and Jeff Smisek held an investor call and press conference in New York
highlighting the customer benefits of the deal. At the same time, more than a
dozen officers of United were out talking with employees at stations around the
system as well as at headquarters, the maintenance base and the Operations
Center, holding conversations with employees to explain the proposed merger that
will create the world’s leading airline. They were also available to answer
employee questions and explain more about next steps in the merger
process.
Pam
Jones, Los Angeles area manager with 26 years at United, said, “I’m really glad
the speculation is behind us, because I believe this is a great opportunity to
work together and build toward the future.”
Cris
Minard, with 29 years at United and also from LAX, agreed, saying, “I’m really
excited about the opportunity, because this seems like it’s going to bring
employees stability.”
“I’m so
excited. This is going to be great!” says Customer Service Representative (CSR)
Carol Greco in Newark, where SVP-Onboard Service Alex Marren visited and
discussed the United-Continental partnership. Alex also visited New York-JFK on
Monday.
In San
Francisco on the day shift, about 200 managers and supervisors applauded
enthusiastically when SVP-United Services Jim Keenan announced the merger and
thanked employees for the improvements over the last two years that have brought
us to this day.
John
Tague, President, United Airlines, held meetings with employees in Chicago
today, emphasized the quality of the work we’ve done to bring the merger
agreement to fruition.
“We have
the opportunity to participate in building the greatest airline in the world,”
John says. “It will be critical that we don’t give up one ounce of the momentum
that we’ve built up by our performance.”
“This is
a watershed event for United,” says Pete McDonald, chief administrative officer.
“The opportunity we’ve created for ourselves with the proposed merger makes this
a great day not just for the company but for our people, as we build the No. 1
airline in the world together.”
Joanne
Calabrese, VP-Airport Operations-Hubs, met with employees in Los Angeles, and
said that, after 40 years with United, she wished she was younger and would be
able to experience all the fun of this new future together with
us. Other LAX employees agreed.
Regina
Saladino, who’s spent 32 years as a CSR, said, “This looks good, and I’m excited
about it.”
Twenty-year
pilot Bryan Gilbert agreed, “I believe this is a good thing for everyone. There
will be some growing pains, but we’ll get through those.”
Most
employee questions -- about individual jobs, how seniority issues will be
resolved, becoming a member of the integration team, when and how travel
programs will be integrated, etc. -- are issues that will be resolved in the
coming weeks and months ahead as the two carriers develop integration plans. In
the meantime, an FAQ is available on SkyNet with questions we can answer right
now. We will continue to update it as we learn more.
Elite
customer reactions from the United Fliers Community focused on our frequent
flier program and elite benefits, the new livery and thoughts about cabin
configuration. On FlyerTalk, customers zeroed in on branding, new livery,
inflight entertainment and the loyalty program of the combined
carrier.
Please
continue to visit the SkyNet site and www.unitedcontinentalmerger.com for more
information.