Green Light for Merger of Austrian Airlines and Lufthansa

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Green Light for Merger of Austrian Airlines and Lufthansa

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EU Commission grants anti-trust immunity / approval for restructuring aid / Austrian Airlines to be part of the Lufthansa Group as of September 2009

The European Commission today approved the merger of the Austrian Airlines Group and Lufthansa, as well as the contribution to be made by Österreichische Industrieholding AG (ÖIAG) to the relief of Austrian Airlines’ debt (restructuring aid). Both anti-trust immunity and the approval of 500 million euros in restructuring aid for Austrian Airlines have been granted under conditions that are economically acceptable to Lufthansa. In addition, the shareholders of Austrian Airlines have, until today, offered a total of over 75 per cent of the necessary shares of Austrian Airlines for sale. Therefore, all of the necessary conditions for the merger in accordance with the public takeover offer have been met within the prescribed deadline and Austrian Airlines will be integrated into the Lufthansa Group as of September 2009.

Share transaction
The shareholders of Austrian Airlines AG, who offered their shares for sale by 11 May 2009 and did not exercise the right to withdraw that was granted in the meantime, will receive the offer price of EUR 4.49 per share probably on 3 September 2009. In total, Lufthansa will be paying the free-float shareholders a sum of about 166 million euros for their shares. All shareholders who have not yet accepted the offer, may still offer their shares for sale until eight days after the announcement of Lufthansa in the Wiener Zeitung. The publication will confirm the fulfilment of the conditions precedent of the public takeover offer. In order to complete its takeover of the company upon completion of the public takeover offer, Lufthansa will seek a squeeze-out of the minority shareholders of Austrian Airlines AG.

Figures on the Lufthansa Group and Austrian Airlines
Last year the airlines of the Lufthansa Group welcomed aboard 70.5 million passengers, flying them to 242 destinations. In 2008, 10.7 million passengers flew with Austrian Airlines; the Austrian Airlines network currently includes 120 destinations. The Lufthansa Group operates a fleet of 549 aircraft; Austrian Airlines currently operates 91 aircraft. The Group currently employs over 105,000 employees worldwide from 15 countries.

Information for journalists

3 September 2009, 12:15 hours (CET)
Press conference at Vienna Airport in Office Park 3, Room “Europa 1” with

Dr. Peter Michaelis, Executive Board Member of Österreichische Industrieholding AG

Dr. Andreas Bierwirth, Executive Board Member and CCO of Austrian Airlines AG Dr. Peter Malanik, Executive Board Member and COO of Austrian Airlines AG

Wolfgang Mayrhuber, Chairman and CEO of Deutsche Lufthansa AG Stefan H. Lauer, Chief Officer Group Airlines and Corporate Human Resources at Deutsche Lufthansa AG

In order to ensure swift admission to the press conference, we would kindly ask you to bring and have ready, your press pass and official photo ID. Please be aware that the press conference will be held in German language.

The press conference will be broadcast on the Internet at: www.lufthansa.com/konzern

Deutsche Lufthansa AG Konzernkommunikation 28.08.09
André
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Re: Green Light for Merger of Austrian Airlines and Lufthansa

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Successful Conclusion of the Merger between Lufthansa and Austrian Airlines
Lufthansa receives over 90 per cent of the shares in Austrian Airlines


Deutsche Lufthansa AG, Austrian Airlines AG and Österreichische Industrieholding AG (ÖIAG) today executed the successful take over of Austrian Airlines AG by Deutsche Lufthansa AG. All conditions precedent of the transaction have been duly fulfilled. Austrian Airlines will therefore become part of the Lufthansa Group as of this month. The European Commission had previously given the green light for the merger of Lufthansa and Austrian Airlines, and approved a restructuring aid to be made by ÖIAG in the amount of 500 million euros. Both were granted under conditions that were economically acceptable.

The shareholders of Austrian Airlines AG, who offered their shares for sale by 11 May 2009 and did not exercise the right to withdraw that was granted in the meantime, will today be paid the offer price of EUR 4.49 per share. In total, Lufthansa will pay for the 36,959,414 shares a sum of about 166 million euros to the shareholders. Including shares that were previously held by ÖIAG and shares that have already been submitted within the ongoing extension of the additional acceptance period, Lufthansa will hold more than 90 per cent of the shares in Austrian Airlines AG through ÖLH Österreichische Luftverkehrs-Holding-GmbH. ÖLH will prepare to carry out all necessary steps to squeeze out the rest of the minority shareholders.

All shareholders who have not yet accepted the offer may still offer their shares for sale until 9 September 2009. These shareholders will receive the takeover price no later than on 23 September 2009.

Further details on the successful conclusion of the transaction shall be announced at the press conference scheduled for today at 12:15 p.m. in the “Europa 1” room of Office Park 3 at Vienna Airport. The press conference will be attended by:

• Dr. Peter Michaelis, Executive Board Member of Österreichische Industrieholding AG
• Dr. Andreas Bierwirth, Executive Board Member and CCO of Austrian Airlines AG
• Dr. Peter Malanik, Executive Board Member and COO of Austrian Airlines AG
• Wolfgang Mayrhuber, Chairman and CEO of Deutsche Lufthansa AG
• Stefan H. Lauer, Chief Officer Group Airlines and Corporate Human Resources at Deutsche Lufthansa AG

The press conference will be broadcasted on the Internet at: www.lufthansa.com/konzern. The most important quotes from the press conference will be published on the same website after the press conference.

Deutsche Lufthansa AG Konzernkommunikation 03.09.09
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Re: Green Light for Merger of Austrian Airlines and Lufthansa

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Lufthansa will hold 95.4 per cent of Austrian Airlines shares
Takeover offer to free-float shareholders expired yesterday


Further free-float shareholders representing about 8.9 per cent of Austrian Airlines’ share capital have now accepted the public takeover bid made by Lufthansa, following the expiry on 9 September of the extended acceptance period. Upon completion of these further transactions, Lufthansa will indirectly hold 95.4 per cent of Austrian Airlines shares (excluding those shares held by Austrian Airlines itself).

On 27 February 2009, Lufthansa submitted a public takeover offer to all free-float shareholders of Austrian Airlines through ÖLH Österreichische Luftverkehrs-Holding-GmbH. Payment of the takeover price of 4.49 euros net per Austrian Airlines share offered for sale during the extended grace period will be made by 23 September at the latest.

Deutsche Lufthansa AG Corporate Communications 10.09.09
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Re: Green Light for Merger of Austrian Airlines and Lufthansa

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Some interesting information about new developments at Austrian, from CH-Aviation:

Austrian Airlines (OS/Vienna) has been taken over by Lufthansa (LH/Frankfurt Intl) in early September after the European Union has approved the transaction and a 500 million EUR restructuring package provided by the Austrian government. Austrian, Brussels Airlines (SN/Brussels Ntl) and Lufthansa however need to give up slots for services between Vienna and Brussels Ntl, Cologne/Bonn, Frankfurt Intl, Munich and Stuttgart while Austrian has been forced to cut its charter services operated on behalf of Austrian tour operators.

As a result of the transaction, AUA has announced plans to remove the remaining ten CRJ-200s and several Dash 8-300s at Tyrolean Airways (VO/Innsbruck) from the fleet by spring 2010. It has also temporarily grounded an A319-100, an A320-200 and an A321-100 and is expecting to use seven B737-800s currently deployed on charter services on its scheduled network instead.

Austrian is reportedly considering replacing two of its B767-300ERs by B777-200ERs and is adding its second B737-600 to scheduled service again after a six year lease to the United States Navy (VV/Washington) has ended.

As part of the plan, it is also planning to cut up to 1000 additional jobs until mid-2010.

AUA will resume weekly seasonal B777-200ER service from Vienna to Punta Cana on January 6. It will however give up its Vienna-Hanover route on October 24. Its codeshare agreement with El Al Israel Airlines (LY/Tel Aviv Ben Gurion) for the Vienna-Tel Aviv Ben Gurion route will be terminated by the end of the month. It has however signed a new codeshare agreement with Transaero Airlines (UN/Moscow Domodedovo) for the Vienna-Moscow Domodedovo route linking the hubs of the two carriers.

In other news, Austrian has announced its intention to sell its 22.5% stake in Ukraine Intl Airlines (PS/Kiev Borispol).
André
ex Sabena #26567

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