America West (NYSE:AWA)
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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