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
SUBJECT
LINE: Let’s Fly Together
Today we
announced that United Airlines and Continental Airlines will combine to create
the world’s leading airline, offering unmatched benefits and opportunities for
business and leisure travelers and frequent flyers. As one of our most valued
members, we want to provide you with additional information on the
merger.
More
Access to More Destinations
The new
airline will be called United Airlines and will offer exceptional international
gateways to Asia, Europe, Latin America and the Middle East from anywhere in the
United States. Among other things, Continental’s fuel-efficient fleet, New York
hub and extensive Latin American routes, will combine with United’s excellent
domestic hub structure, Pacific routes and leading global brand.
The
airline will have ten hubs, including hubs in the four largest U.S. cities. The
new airline will serve 144 million customers per year as it flies to 370
destinations in 59 countries. We will also continue to provide service to all of
the communities that United or Continental currently serve, including more than
140 small metropolitan areas and communities.
Shared
Commitment to Performance and Service
Our new
airline will combine our shared commitment to customer service with
industry-leading on-time performance. We will be positioned to invest in
globally competitive products, upgrade technology, refurbish and replace older
aircraft, and implement best-in-class practices of both airlines. Our combined
airline will have the most modern, fuel-efficient fleet (adjusted for cabin mix)
and 75 new technology planes on order.
Enhanced
Redemption Options
As an
elite member of Mileage Plus, you already benefit from our codesharing
relationship and joint membership with Continental in Star Alliance. You have
the opportunity to book travel and earn and redeem miles on either airline. Red
Carpet Club members have reciprocal privileges with Continental’s President’s
Club lounges.
After the
merger closes, which is expected to occur near the end of the year, you will
participate in the industry’s leading loyalty program. Your miles in both
programs continue to be valid and can be used according to existing program
rules. After the merger closes, we plan to combine our loyalty programs and when
that happens, your miles in both programs will be combined into one account. And
you will continue to experience the benefits of Star Alliance, including service
to more than 1,000 destinations, more connecting opportunities, additional
scheduling flexibility and access to reciprocal frequent flyer and airport
lounge benefits with Star Alliance’s 24 other member airlines around the
world.
Based on
our ongoing codeshare and joint venture partnerships and collaboration in Star
Alliance, we are confident that we can successfully and seamlessly integrate our
companies.
Until the
merger closes, United and Continental will operate independently as competitors
and remain focused on improving your flying experience.
As for
now, enjoy all the benefits of Mileage Plus, which was named the “Best Frequent
Flyer Program” by the readers of Global Traveler Magazine. This year, we’ve made
the program even better by offering you unlimited domestic first class upgrades
so when you book a domestic ticket on United or United Express, we’ll
automatically request an upgrade for you and up to one companion—even when you
travel to Hawaii. If an upgrade seat becomes available, it’s yours—with our
compliments. And later this year, as we announced earlier, you will be able to
enjoy elite upgrade and premium seating opportunities on Continental, even
before the merger closes.
What’s
Next
Although
announced today, the merger is subject to the approval of United and Continental
shareholders, as well as regulatory clearance and certain other closing
conditions. We are committed to obtaining the necessary approvals and
clearances in a timely manner and hope to close the merger by the end of the
year.
This
announcement does not affect any travel today or in the near future that you may
be planning on United or Continental. You can continue to make reservations for
your travel and redeem miles with your airline of choice, as well as continue to
earn miles with your Mileage Plus credit card. You will not have to
redeem your miles before the merger is closed.
This is
an exciting development for all United and Continental customers, but especially
for our elite members. We will keep you updated on the status of the merger and
Mileage Plus developments, and you can also see the latest information on www.UnitedContinentalmerger.com
or on www.mileageplus.com.
We look
forward to continuing to serve you on United Airlines.
|
Graham
Atkinson
|
Thomas
F. O’Toole
|
|
President
|
SVP
and Chief Marketing Officer
|
|
Mileage
Plus
|
United
Airlines
|
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.
SUBJECT
LINE: Let’s Fly Together
Today we
announced that United Airlines and Continental Airlines will combine to create
the world’s leading airline, offering unmatched benefits and opportunities for
business and leisure travelers and frequent flyers.
More
Access to More Destinations
The new
airline will be called United Airlines and will offer exceptional international
gateways to Asia, Europe, Latin America and the Middle East from anywhere in the
United States. Among other things, Continental’s fuel-efficient
fleet, New York hub and extensive Latin American routes, will combine with
United’s excellent domestic hub structure, Pacific routes and leading global
brand.
The
airline will have ten hubs, including hubs in the four largest U.S. cities. The
new airline will serve 144 million customers as it flies to 370 destinations in
59 countries. We will also continue to provide service to all of the communities
that United or Continental currently serve, including more than 140 small
metropolitan areas and communities.
Shared
Commitment to Performance and Service
Our new
airline will combine our shared commitment to customer service with
industry-leading on-time performance. It will be positioned to invest in
globally competitive products, upgrade technology, refurbish and replace older
aircraft, and implement best-in-class practices of both airlines. Our combined
airline will have the most modern, fuel-efficient fleet (adjusted for cabin mix)
and 75 new technology planes on order.
Enhanced
Redemption Options
After the
merger closes, which is expected to occur near the end of the year, you will
participate in the industry’s leading loyalty program. Your miles in both
programs continue to be valid and can be used according to existing program
rules. After the merger closes, we plan to combine our loyalty programs and when
that happens, your miles in both programs will be combined into one
account. And you will continue to experience the benefits of Star
Alliance, including service to more than 1,000 destinations, more connecting
opportunities, additional scheduling flexibility and access to reciprocal
frequent flyer and airport lounge benefits with Star Alliance’s 24 other member
airlines around the world.
Based on
our ongoing codeshare and joint venture partnerships and collaboration in Star
Alliance, we are confident that we can successfully and seamlessly integrate our
companies.
Until the
merger closes, United and Continental will operate independently as competitors
and remain focused on improving your flying experience.
As for
now, enjoy all the benefits of Mileage Plus, which was named the “Best Frequent
Flyer Program” by the readers of Global Traveler Magazine. Recently, we’ve made
the program even better by introducing One Way Awards, our Miles and Money
Awards program and Hotel and Car Rental Redemption Options.
What’s
Next
Although
announced today, the merger is subject to the approval of United and Continental
shareholders, as well as regulatory clearance and certain other closing
conditions. We are committed to obtaining the necessary approvals and
clearances in a timely manner and hope to close the merger by the end of the
year.
This
announcement does not affect any travel today or in the near future that you may
be planning on United or Continental. You can continue to make reservations for
your travel and redeem miles with your airline of choice, as well as continue to
earn miles with your Mileage Plus credit card. You will not have to
redeem your miles before the merger is closed.
This is
an exciting development for all United and Continental customers, but especially
for members of our loyalty programs. We will keep you updated on the
status of the merger and Mileage Plus developments, and you can also see the
latest information on www.UnitedContinentalmerger.com
or on www.mileageplus.com.
We look
forward to serving you on United Airlines.
|
Graham
Atkinson
|
Thomas
F. O’Toole
|
|
President
|
Senior
Vice President and Chief Marketing Officer
|
|
Mileage
Plus
|
United
Airlines
|
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.