2nd UPDATE: Continental's Smisek To Lead New 'United' After Deal
May 03 2010 - 8:50AM
Dow Jones News
The chief executive-elect of what would be the world's largest
airline said Monday he saw no "material" antitrust issues from the
combination of UAL Corp. (UAUA) and Continental Airlines Inc.
(CAL).
The third and fourth-largest U.S. carriers announced a
definitive $3 billion merger deal that would see Continental
Chairman and Chief Executive Jeff Smisek become chief executive of
the enlarged entity and executive chairman as early as the end of
2012.
Labor-integration issues and competition concerns have been the
main barriers to successful deals in the airline sector, but Smisek
was sanguine about antitrust barriers, telling CNBC he saw no
material barriers.
The plan outlined Monday contained few surprises after a week of
leaks. The airlines, which already have a commercial alliance after
failing to reach a merger deal two years ago, also plan to draw
management "equitably" from the ranks of both airlines. Analysts
view Continental as having the stronger management team.
The new carrier will be based in United's Chicago headquarters
and retain the United name, but it will use the logo and aircraft
livery of Houston-based Continental. Smisek will work from both
cities.
The companies aim to close a deal by the fourth quarter. They
plan to retain all 10 of their combined domestic hubs and secure an
estimated $1 billion to $1.2 billion in synergies without any
compulsory layoffs. Analysts had expected at least one of the hubs
to be shuttered, with Cleveland seen as the most likely target.
The synergies would include $800 million to $900 million in
revenue gains from pro forma combined sales of $29 billion last
year. The full annual targeted cost synergies of $200 million to
$300 million would arrive by 2013, the companies said in a
statement.
The merger agreement would see 1.05 UAL shares exchanged for
each Continental share, giving United shareholders 55% of the
enlarged company. It contains a $175 million break-up fee,
according to a regulatory filing.
The two key barriers to the plan will be securing employee
agreement and approval from competition authorities on both sides
of the Atlantic.
Some airline executives who have been through the regulatory
wringer are sanguine about the prospects of an enlarged United,
despite the more-aggressive noises emanating from the Department of
Justice under the Obama administration.
"Any transaction that's being done now wouldn't come close to
violating antitrust law." said Doug Parker, chairman and chief
executive of US Airways Group Inc. (LCC), in an interview last
week.
Continental revived merger talks following renewed discussions
between United and US Airways that were widely seen as a means to
lure the Houston carrier back to the negotiating table. Parker said
last week that he was "disappointed" by the leaks of his own talks,
which he said did not come from his side.
United and Continental plan to retain two labor representatives
on the new company's board but didn't seek approval from powerful
pilots' representatives ahead of the pact, a strategy used by Delta
Air Lines Inc. (DAL) in its merger planning with Northwest
Airlines.
Pilots' leaders from both companies said in a joint statement
that they would stand "shoulder to shoulder" to support the merger
or oppose a pact if it fails to protect members' rights.
The companies will hold an analysts' call at 8:30 a.m. EDT.
-By Doug Cameron, Dow Jones Newswires; 312-750-4135;
doug.cameron@dowjones.com
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