AEGEAN AIRLINES S.A.
Response to Hellenic Capital Market Commission letter
Following a request by the Hellenic Capital Market Commission after our Company's Press Release dated 22.2.2010, we would like to state the following:
1. On 22.2.2010 a binding agreement has been signed between Vassilakis and Laskaridis groups, controlling in total 55.3% of the share capital of "AEGEAN AIRLINES S.A." ("AEGEAN"), and "MARFIN INVESTMENT GROUP HOLDINGS S.A." ("MIG"), sole shareholder of the companies "OLYMPIC AIR S.A", "OLYMPIC HANDLING S.A." and "OLYMPIC ENGINEERING S.A.".
The remaining shareholders of AEGEAN (V. Constantakopoulos, G. David and L. Ioannou as well as Piraeus Bank groups) who are also represented in the Board of Directors of the company, are not parties to this agreement at this stage. However, they have been made aware of the negotiations, have been invited to become parties to the agreement and are expected to do so in due course.
2. The transaction is conditional upon the approval of the competent competition authorities as well as any other approvals which may be required by other authorities during the progress of the transaction.
3. 100% of the share capital of OLYMPIC AIR, OLYMPIC HANDLING and OLYMPIC ENGINEERING, following the completion of a scheduled share capital increase by MIG of €97.5 million, was valued at €210 million, i.e. the total value of MIG's investment to date. Out of the total consideration, €48.5 million will be paid by AEGEAN to MIG, while with the remainder amount MIG will cover a share capital increase of AEGEAN at €6.2 per share in cash. Following completion of the share capital increase, MIG's participation in the share capital of AEGEAN will amount to 26.6% while the stake of all the current shareholders of AEGEAN will be reduced proportionately to 73.4%. The financial statements of 31.12.2009, which formed the basis of the transaction, will be confirmed in the framework of a due diligence process by independent auditors. 4. The approval by the European Competition Commission, which due to the financial size of the participating undertakings is the relevant competent authority, is expected by 30.9.2010, date after which the transaction can be completed according to the current privatization legislation. Following that, the remaining procedural steps will take place (share capital increase and transfer of 100% of the shares of OLYMPIC AIR, OLYMPIC HANDLING and OLYMPIC ENGINEERING, share capital increase of AEGEAN and merger of the airline activities) which are expected to be completed within a timeframe of 3 to 6 months.
1. On 22.2.2010 a binding agreement has been signed between Vassilakis and Laskaridis groups, controlling in total 55.3% of the share capital of "AEGEAN AIRLINES S.A." ("AEGEAN"), and "MARFIN INVESTMENT GROUP HOLDINGS S.A." ("MIG"), sole shareholder of the companies "OLYMPIC AIR S.A", "OLYMPIC HANDLING S.A." and "OLYMPIC ENGINEERING S.A.".
The remaining shareholders of AEGEAN (V. Constantakopoulos, G. David and L. Ioannou as well as Piraeus Bank groups) who are also represented in the Board of Directors of the company, are not parties to this agreement at this stage. However, they have been made aware of the negotiations, have been invited to become parties to the agreement and are expected to do so in due course.
2. The transaction is conditional upon the approval of the competent competition authorities as well as any other approvals which may be required by other authorities during the progress of the transaction.
3. 100% of the share capital of OLYMPIC AIR, OLYMPIC HANDLING and OLYMPIC ENGINEERING, following the completion of a scheduled share capital increase by MIG of €97.5 million, was valued at €210 million, i.e. the total value of MIG's investment to date. Out of the total consideration, €48.5 million will be paid by AEGEAN to MIG, while with the remainder amount MIG will cover a share capital increase of AEGEAN at €6.2 per share in cash. Following completion of the share capital increase, MIG's participation in the share capital of AEGEAN will amount to 26.6% while the stake of all the current shareholders of AEGEAN will be reduced proportionately to 73.4%. The financial statements of 31.12.2009, which formed the basis of the transaction, will be confirmed in the framework of a due diligence process by independent auditors. 4. The approval by the European Competition Commission, which due to the financial size of the participating undertakings is the relevant competent authority, is expected by 30.9.2010, date after which the transaction can be completed according to the current privatization legislation. Following that, the remaining procedural steps will take place (share capital increase and transfer of 100% of the shares of OLYMPIC AIR, OLYMPIC HANDLING and OLYMPIC ENGINEERING, share capital increase of AEGEAN and merger of the airline activities) which are expected to be completed within a timeframe of 3 to 6 months.