U.S. Department of Justice Informs Southwest and AirTran
That It Has Completed Antitrust Review
Transaction currently plans to close on May 2, 2011
Dallas – April 26, 2011 – Southwest Airlines Co. (NYSE:LUV) and AirTran Holdings, Inc. [NYSE:AAI], the parent company of AirTran Airways (AirTran), today announced they have been notified by the Antitrust Division of the United States Department of Justice (DOJ) of the termination of its Hart-Scott-Rodino Act review and the closing of its investigation of the airlines' pending merger.
AirTran stockholders approved the acquisition of AirTran by Southwest Airlines on March 23, 2011, which, when combined with DOJ approval and other regulatory clearances, constitutes one of the final steps toward closing the transaction. Southwest said previously that it plans to close on May 2, 2011.
Upon closing, Southwest will turn its efforts to welcoming its new colleagues and integrating AirTran’s operations. Next steps also include beginning work on securing a Single Operating Certificate (SOC) from the Federal Aviation Administration, which is currently projected for completion in the first quarter of 2012.
On Sept. 27, 2010, Southwest Airlines announced that it entered into a definitive agreement to acquire all of the outstanding common stock of AirTran for a combination of cash and Southwest Airlines’ common stock. The combination of AirTran and Southwest Airlines is expected to generate substantial benefits to consumers, including the expansion of low-fare competition in airline markets across the United States, the creation of broader network offerings with a wider range of consumer choices, improved quality and service, and the overall creation of a platform for new growth.
Southwest Airlines also would like to acknowledge the efforts of the United States Department of Transportation and the Federal Aviation Administration as the companies worked through this process.
About Southwest Airlines
In its 40th year of service, Southwest Airlines continues to differentiate itself from other low-fare carriers—offering a reliable product with exemplary Customer Service. Southwest Airlines is the nation's largest carrier in terms of originating domestic passengers boarded and now serves 72 cities in 37 states. Southwest also is one of the most honored airlines in the world known for its commitment to the triple bottom line of Performance, People, and Planet. To read more about how Southwest is doing its part to be a good citizen, visit southwest.com/cares to read the Southwest Airlines One Report(TM). Based in Dallas, Southwest currently operates more than 3,400 flights a day and has nearly 35,000 Employees.
Cautionary Statement Regarding Forward-Looking Statements
Communications in this news release contain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Specific forward-looking statements relate to Southwest’s plans and expectations with respect to its anticipated acquisition of AirTran Holdings, Inc. (“AirTran”). Forward-looking statements are based on, and include statements about, Southwest’s estimates, expectations, beliefs, intentions, and strategies for the future. These statements involve risks, uncertainties, assumptions, and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors include, among others, (i) the possibility that the transaction is delayed or does not close, including due to the failure of closing conditions; and (ii) Southwest’s ability to successfully integrate AirTrans’ business. Additional information concerning the risks associated with Southwest’s anticipated acquisition is included under the heading “Risk Factors” in Southwest’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and in Southwest’s registration statement on Form S-4 filed with the SEC that includes a proxy statement of AirTran that also constitutes a prospectus of Southwest. Southwest undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereto.
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