America West - US Airways Merger Clears First Regulatory Review
24 June 2005 - 8:57AM
PR Newswire (US)
America West - US Airways Merger Clears First Regulatory Review
PHOENIX, June 23 /PRNewswire-FirstCall/ -- America West Holdings
Corp. (NYSE:AWA) and US Airways Group Inc. (OTC:UAIRQ) (BULLETIN
BOARD: UAIRQ) today confirmed that the airlines have been informed
by the U.S. Department of Justice that the Department has completed
its review of the proposed merger of the two airlines and that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 will expire at midnight tonight without a formal
request from the Department for additional information (commonly
referred to as a "second request"). (Logo:
http://www.newscom.com/cgi-bin/prnh/20050223/LAW097LOGO) On May 19,
2005, America West and US Airways announced an agreement to merge
and create the first full-service nationwide airline, with a
consumer-friendly pricing structure offering a network of low-fare
service to more than 200 cities across the U.S., Canada, Mexico,
Latin America, the Caribbean and Europe, and amenities that include
a robust frequent flyer program, airport clubs, assigned seating
and First Class cabin service. The airlines will operate under the
US Airways brand. When completed, the merger will be anchored by
$500 million in new equity investment that has already been
announced, as well as other potential equity and financing sources
still under negotiation, and participation by suppliers and
business partners that will provide the company with more than $1.5
billion in cash at the time of the transactions closing. The merger
remains subject to other approvals, including America West
shareholders, US Airways creditors and the U.S. Bankruptcy Court,
the Securities and Exchange Commission, the U.S. Department of
Transportation and the Air Transportation Stabilization Board. The
two companies said today in a joint statement that they remain on
track to secure all necessary regulatory approvals this summer,
with the goal of closing on transaction by early fall.
FORWARD-LOOKING STATEMENTS Certain of the statements contained
herein should be considered "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward looking statements may be identified by words such as
"may," "will," "expect," "intend," "anticipate," "believe,"
"estimate," "plan," "could," "should," and "continue" and similar
terms used in connection with statements regarding the companies'
outlook, expected fuel costs, the RASM environment, and the
companies' respective expected 2005 financial performance. Such
statements include, but are not limited to, statements about the
benefits of the business combination transaction involving America
West Holdings Corporation ("America West") and US Airways Group,
Inc. ("US Airways" and, together with America West, the
"companies"), including future financial and operating results, the
companies' plans, objectives, expectations and intentions and other
statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of America West and US
Airways' management and are subject to significant risks and
uncertainties that could cause the companies' actual results and
financial position to differ materially from these statements. Such
risks and uncertainties include, but are not limited to, the
following: the ability of the companies to obtain and maintain any
necessary financing for operations and other purposes, whether
debtor-in-possession financing, in the case of US Airways, or other
financing; the ability of the companies to maintain adequate
liquidity; the duration and extent of the current soft economic
conditions; the impact of global instability including the
continuing impact of the continued military presence in Iraq and
Afghanistan and the terrorist attacks of Sept. 11, 2001 and the
potential impact of future hostilities, terrorist attacks,
infectious disease outbreaks or other global events; changes in
prevailing interest rates; the ability to attract and retain
qualified personnel; the ability of the companies to attract and
retain customers; the cyclical nature of the airline industry;
competitive practices in the industry, including significant fare
restructuring activities by major airlines; the impact of changes
in fuel prices; economic conditions; labor costs; security-related
and insurance costs; weather conditions; government legislation and
regulation; relations with unionized employees generally and the
impact and outcome of the labor negotiations; US Airways ability to
continue as a going concern; US Airways' ability to obtain court
approval with respect to motions in the Chapter 11 proceedings
prosecuted by it from time to time; the ability of US Airways to
develop, prosecute, confirm and consummate one or more plans of
reorganization with respect to the Chapter 11 proceedings; risks
associated with third parties seeking and obtaining court approval
to terminate or shorten the exclusivity period for US Airways to
propose and confirm one or more plans of reorganization, to appoint
a Chapter 11 trustee or to convert the cases to Chapter 7 cases;
the ability of US Airways to obtain and maintain normal terms with
vendors and service providers; US Airways' ability to maintain
contracts that are critical to its operations; the potential
adverse impact of the Chapter 11 proceedings on US Airways'
liquidity or results of operations; the ability of US Airways to
operate pursuant to the terms of its financing facilities
(particularly the financial covenants); the ability of US Airways
to fund and execute its Transformation Plan during the Chapter 11
proceedings and in the context of a plan of reorganization and
thereafter; and other risks and uncertainties listed from time to
time in the companies' reports to the SEC. There may be other
factors not identified above of which the companies are not
currently aware that may affect matters discussed in the
forward-looking statements, and may also cause actual results to
differ materially from those discussed. The companies assume no
obligation to publicly update any forward-looking statement to
reflect actual results, changes in assumptions or changes in other
factors affecting such estimates other than as required by law.
Similarly, these and other factors, including the terms of any
reorganization plan of US Airways ultimately confirmed, can affect
the value of the US Airways' various prepetition liabilities,
common stock and/or other equity securities. Accordingly, the
companies urge that the appropriate caution be exercised with
respect to existing and future investments in any of these
liabilities and/or securities. Additional factors that may affect
the future results of America West and US Airways are set forth in
their respective filings with the SEC, which are available at
http://www.shareholder.com/americawest/edgar.cfm and
http://investor.usairways.com/edgar.cfm, respectively. ADDITIONAL
INFORMATION AND WHERE TO FIND IT In connection with the proposed
transaction, a registration statement, including a proxy statement
of America West, and other materials will be filed with the SEC. WE
URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY
STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors will be able to obtain free copies
of the registration statement and proxy statement (when available)
as well as other filed documents containing information about US
Airways and America West at http://www.sec.gov/, the SEC's website.
Free copies of America West's SEC filings are also available on
America West's website at
http://www.shareholder.com/americawest/edgar.cfm, or by request to
Investor Relations, America West Airlines 111 West Rio Salado Pkwy,
Tempe, Arizona 85281. Free copies of US Airways' SEC filings are
also available on US Airways' website at
http://investor.usairways.com/edgar.cfm or by request to Investor
Relations, US Airways Group, Inc., 2345 Crystal Drive, Arlington,
VA 22224. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there by any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. PARTICIPANTS IN THE
SOLICITATION America West, US Airways and their respective
executive officers and directors may be deemed, under SEC rules, to
be participants in the solicitation of proxies from America West's
stockholders with respect to the proposed transaction. Information
regarding the officers and directors of America West is included in
its definitive proxy statement for its 2005 Annual Meetings filed
with the SEC on April 15, 2005. Information regarding the officers
and directors of US Airways is included in its 2004 Annual Report
filed with the SEC on Form 10-K on March 2, 2005. More detailed
information regarding the identity of potential participants, and
their interests in the solicitation, will be set forth in the
registration statement and proxy statement and other materials to
be filed with the SEC in connection with the proposed transaction.
http://www.newscom.com/cgi-bin/prnh/20050223/LAW097LOGO
http://photoarchive.ap.org/ DATASOURCE: America West Holdings Corp.
CONTACT: America West Holdings Corp., +1-480-693-5729; or US
Airways Group, Inc., +1-703-872-5100 Web site:
http://www.shareholder.com/americawest/edgar.cfm
http://investor.usairways.com/edgar.cfm
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