View:
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
Good
morning.
Just a few moments
ago, United Airlines and Continental Airlines announced an agreement to combine
our two airlines. This merger of equals will join two complementary networks to
create a world-class airline well-positioned to succeed in an increasingly
competitive global and domestic aviation environment.
There are
significant benefits to this merger:
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Employees: enhanced
long-term career opportunities and job stability by being part of a
financially stronger and more geographically diverse
carrier.
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Customers: access to the
most comprehensive global network and industry-leading frequent flyer
program.
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Communities: continued
service to all communities served today, and small communities benefit
from enhanced connectivity to a broad global
network.
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Please download the press
release.
United and
Continental will host a joint conference call today, May 3rd, at 8:30am
ET. A slide presentation and live audio webcast can be accessed by
visiting www.unitedcontinentalmerger.com. The
website also includes detailed merger information.
A
representative from United or Continental will be in touch shortly to ensure
that you have all the information you need about today's announcement and how it
benefits the communities both carriers serve, as well as their customers,
employees and investors.
Let's fly
together.
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; 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 “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section and other
sections of UAL’s and Continental’s 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.
Forward
email
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was sent to erice@apcoworldwide.com by
announcement@unitedcontinentalmerger.com.
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