Airlines Will Be Maintained Separately

A new Varig has been born... again. Just eight months after the Brazilian carrier was rescued from dissolution by former cargo subsidiary Varilog, this week the airline announced GOL Linhas Aereas Inteligentes, controlling shareholder of Brazilian low-cost airline GOL Transportes Aereos S.A., agreed to acquire the total share capital of the airline.

Under terms of the deal, Varig operator VRG Linhas Aereas S.A. will be acquired by GTI S.A., a wholly-owned subsidiary of GOL Linhas Aereas Inteligentes. Despite the seeming incongruity of having a single owner for the country's two largest carriers, representatives with VRG say the two companies will maintain individual of finances, and "will be managed according to best practices in corporate governance and internal controls."

"GOL intends to provide Varig with the necessary ambition, management expertise, financial strength and cost base to compete with South American and world competitors. With this acquisition, Brazil will maintain an important flag in global aviation, the industry will benefit from an increase in jobs and demand will be better served," said GOL's CEO Constantino de Oliveira Junior. "We are confident that throughout this acquisition GOL will continue its mission of popularizing air travel and consolidate its position as one of the leading low-cost carriers in the world. We will work so that our companies become the Brazilian carriers of choice for both domestic and international passengers."

The total price offered for shares of VRG is approximately $275 million US, consisting of $98 million cash (representing less than 10% of GOL's total cash), and approximately 6.1 million non-voting (PN) shares issued by GOL (representing approximately 3.2% of GOL's total shares outstanding), with various sale restrictions for up to 30 months. GTI will also assume roughly $45 million US in debt.

The deal pends on obtaining all customary regulatory approvals from the Brazilian Antitrust Agency (CADE) and the National Civil Aviation Agency (ANAC), according to Varig.

VRG's fleet, currently operating with 17 aircraft, will be increased to 34 Boeing aircraft composed of a simplified fleet of 20 737 and 14 767 aircraft. This fleet will permit Varig to serve more than 10 international destinations in Europe (Frankfurt, London, Madrid, Milan and Paris), North America (Miami, New York and Mexico City), and South America (Buenos Aires, Santiago, Bogota and Caracas).

FMI: www.voegol.com.br/ir