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
The following email from Mark
Bergsrud, Continentals Senior Vice President Marketing Programs and Distribution,
was distributed to members of Continentals OnePass frequent flier program on May 3, 2010:
| Deals & Offers | Reservations | Earn OnePass® Miles | My
We are proud to share some exciting news with you.
This morning, Continental announced that we have signed a definitive merger
agreement with United Airlines. We plan to create a world-class airline with
tremendous and enduring strengths.
Combined, Continental and United will offer the industrys leading loyalty
program, providing vast opportunities for members to earn and redeem miles with
us and on our Star Alliance partners. Should you achieve Elite status, you will
enjoy even more benefits such as upgrades and priority airport services. We
will continue to provide you with the excellent and consistent service you
value and have come to expect from us, across a much broader network with an
unparalleled global reach.
Since our transition to Star Alliance last year, weve worked closely with
United and are confident this combination will build upon the partnership we
already have in place.
While this announcement doesnt immediately affect your OnePass account or the
travel plans you have with Continental, we know you may have questions about
the proposed merger. Well keep you informed throughout the planned integration
process and also encourage you to visit unitedcontinentalmerger.com, our
dedicated joint merger website, for detailed information as well as ongoing
On behalf of Jeff Smisek and the entire Continental team, thank you for being a
loyal OnePass member. We look forward to welcoming you aboard your next flight.
Senior Vice President
Marketing Programs and Distribution
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, 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; 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 Managements
Discussion and Analysis of Financial Condition and Results of Operations
section and other sections of UALs and Continentals 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.