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Air France, KLM sign takeover deal to create world's biggest airline
Thu Oct 16, 4:16 PM ET
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PARIS (AFP) - Air France and Dutch carrier KLM announced they had forged their takeover deal to create the world's biggest airline in terms of sales, piloted by Air France but preserving their separate identities.
The signing of the agreement finalizes a share-swap offer by Air France, announced late last month, for KLM that would effectively privatize the French carrier by diluting its current 54.4-percent stake.
"Air France and KLM announce that they have signed the final transaction agreement, announced on September 30, 2003, which transaction Air France and KLM expect to lead to the creation of Europe's leading airline group through a share exchange offer by Air France for KLM common shares," the companies said in a joint statement Thursday.
The takeover, once completed, will form a holding company to be called Air France-KLM.
Air France would hold 81 percent of the group, with KLM owning the remaining 19 percent. It would be headed by Air France chairman and chief executive Jean-Cyril Spinetta.
The new Air France-KLM would catapult to the top rank in the global aviation industry in terms of sales, ahead of US carrier American Airlines, and become Europe's biggest traffic carrier.
The plan puts a committee in charge of global strategy, but each company would be responsible for marketing and operations and maintain its own brand, network and hubs. The new group is expected to generate synergies of 650 million euros (755 million dollars) from 2005.
The signature of the accord, originally scheduled Thursday, came hours after KLM and Dutch unions finally hammered out a deal that conditionally guarantees KLM jobs would be preserved for five years.
The unions had threatened to take action in the face of the carrier's refusal to give guarantees about post-takeover employment. Under the deal reached late Wednesday, KLM agreed to guarantee there would be no forced layoffs for a period of five years, under certain conditions.
The job guarantee can be undone by two conditions: "external factors" -- such as wars, epidemics or terrorism, and a failure by KLM to maintain profitability in line with the average of the major European airlines.
The formal signing of the takeover agreement paves the way for the companies to notify European Union (news - web sites) and US regulatory authorities and sets the calendar for the share exchange.
The takeover is expected to be launched in the first half of March 2004, with completion by mid-April. Extraordinary shareholders meetings of the two companies are set for the last half of March.
The two carriers are already in discussions with European Commission (news - web sites) competition and transport authorities about the operation, Pierre-Henri Gourgeon, Air France executive directeur general, said Wednesday.
"We will register our file soon," Gourgeon told reporters.
The companies will initiate parallel procedures in the United States.
"We aren't asking for anything new" at the US Department of Transportation, Gourgeon said, underscoring that the two European carriers already have immunity from anti-trust considerations.
"We have to register our request under the classic form of businesses which are merging and who have activities in the United States," he said.
Regulatory authorities could impose certain conditions on approval of the merger to protect competition.
Some antitrust concerns could be raised about the new group's dominant position on certain routes, notably Amsterdam-Paris and Amsterdam-Lyon, and on the transatlantic axis after the likely entry of KLM's US partners Continental and Northwest in the Skyteam alliance, which includes Air France.