- Customers, communities to benefit from expanded global route system, more
competitive, financially secure airline
- No hub closures; improved international access to benefit small
communities
- Merger helps offset record oil prices, creates stronger global airline to
compete in Open Skies environment
- Merger combines Delta’s strengths in the South, Mountain West, Northeast,
Europe and Latin America with Northwest’s leading positions in the Midwest,
Canada and Asia; competition will be preserved and enhanced as a result of
complementary networks
- Delta pilot leadership reaches agreement on post-merger contract
- Employees to be provided seniority protection and equity in the new
airline
- World headquarters of combined airline to be in Atlanta, with executive
offices in Minneapolis/St. Paul and major airline operations and employee base
remaining in Minnesota
- Integrated SkyTeam frequent flyer programs and partner networks enable
faster integration; existing Air France, KLM joint venture partnerships
strengthened
ATLANTA, Georgia and EAGAN, Minnesota – April 14, 2008 – Delta Air Lines
Inc. (NYSE: DAL) and Northwest Airlines Corporation (NYSE: NWA) today announced
an agreement in which the two carriers will combine in an all-stock transaction
with a combined enterprise value of $17.7 billion, creating America’s premier global airline. The
new airline, which will be called Delta, will provide employees with greater job
security, an equity stake in the combined airline, and a more stable platform
for future growth in the face of significant economic pressures from rising fuel
costs and intense competition. Small communities throughout the United States
will enjoy enhanced access to more destinations worldwide. Customers also will
benefit from the combined carriers’ complementary route networks, which together
will offer people greater choice, competitive fares and a superior travel
experience to more cities than any other airline. In addition, combining Delta
and Northwest will create a global U.S. flag carrier strongly positioned to
compete with foreign airlines that are continuing to increase service to the
United States.
Delta CEO Richard Anderson will be chief executive officer of the combined
company. Delta Chairman of the Board Daniel Carp will become chairman of the new
Board of Directors and Northwest Chairman Roy Bostock will become vice
chairman. Ed Bastian will be president and chief financial officer. The Board
of Directors will be made up of 13 members, seven of whom will come from Delta’s
board, including Anderson, and five of whom will come from Northwest’s board,
including Bostock and Doug Steenland, the current Northwest CEO. One director
will come from the Air Line Pilots Association (ALPA).
Delta will have executive offices in Atlanta, Minneapolis/St. Paul and New
York, and international executive offices in Amsterdam, Paris and Tokyo. The
company’s world headquarters will be in Atlanta. Delta is committed to
retaining significant jobs, operations and facilities in Minnesota.
Combined, the company and its regional partners will provide access to more
than 390 destinations in 67 countries. Delta and Northwest, together, will have
more than $35 billion in aggregate annual revenues, operate a mainline fleet of
nearly 800 aircraft and employ approximately 75,000 people worldwide.
In an industry where the U.S. network carriers have shed more than 150,000
jobs and lost more than $29 billion since 2001, the combination of Delta and
Northwest creates a company with a more resilient business model that is better
able to withstand volatile fuel prices than either can on a standalone basis.
Merging Delta and Northwest is the most effective way to offset higher fuel
prices and improve efficiencies, increase international presence and fund
long-term investment in the business.
The transaction is expected to generate more than $1 billion in annual
revenue and cost synergies from more effective aircraft utilization, a more
comprehensive and diversified route system and cost synergies from reduced
overhead and improved operational efficiency. The company expects to incur
one-time cash costs to not exceed $1 billion to integrate the two airlines. The
combined company will have a stronger, more durable financial base and one of
the strongest balance sheets in the industry, with expected liquidity of nearly
$7 billion at closing.
Under the terms of the transaction, Northwest shareholders will receive 1.25
Delta shares for each Northwest share they own. This exchange ratio represents a
premium to Northwest shareholders of 16.8 percent based on April 14 closing
prices. The transaction is expected to be accretive to current Delta
shareholders in year one excluding one-time costs. The merger is subject to the
approval of Delta and Northwest shareholders and regulatory approvals. It is
expected that the regulatory review period will be completed later this year.
Richard Anderson, Delta CEO, stated: “We said we would only enter into a
consolidation transaction if it was right for all of our constituencies; Delta
and Northwest are a perfect fit. Today, we’re announcing a transaction that is
about addition, not subtraction, and combines end-to-end networks that open a
world of opportunities for our customers and employees. We believe by partnering
with our employees, including providing equity to U.S.-based employees of Delta
and Northwest, this combination is off to the right start. Together, we are
creating America’s leading airline – an airline that is financially secure, able
to invest in our employees and our customers, and built to thrive in an
increasingly competitive marketplace.”
Doug Steenland, Northwest CEO, said: “Today’s announcement is exciting for
Northwest and its employees. The new carrier will offer superior route
diversity across the U.S., Latin America, Europe and Asia and will be better
able to overcome the industry’s boom-and-bust cycles. The airline will also be
better able to match the right planes with the right routes, making
transportation more efficient across our entire network. In short, combining the
Northwest and Delta networks will allow the strengthened airline to realize its
full global potential and invest in its future.”
Customers, communities to benefit from expanded
global route system, more competitive, financially secure
airline
The Delta and Northwest merger will offer customers
and communities direct service between the United States and the world's major
business centers. Specific benefits include:
- Customers will be able to fly to more destinations, have more schedule
options and more opportunities to earn and redeem frequent flyer miles in what
will become the world’s largest frequent flyer program.
- The merged airline will maintain all hubs at Atlanta, Cincinnati, Detroit,
Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Amsterdam and
Tokyo-Narita – each of which will benefit from improved global connectivity.
- Delta customers will benefit from Northwest’s extensive service to Asian
markets and Northwest’s customers will have access to Delta’s strengths across
the Caribbean, Latin America, Europe, the Middle East and Africa.
- Both airlines’ customers will benefit from a strengthened SkyTeam alliance
that more closely aligns the combined airline with its respective trans-Atlantic
partners Air France and KLM.
Customers also will benefit from the combined carrier’s financial
stability. The merger creates one of the strongest balance sheets among major
U.S. airlines, permitting the combined airline to invest in its fleet and
services to enhance the customer experience. For instance:
- The combination will accelerate the upgrading of existing international
aircraft with lie-flat seats and personal on-demand entertainment.
- The combined company will have the opportunity to exercise options for
delivery of up to 20 widebody jets between 2010 and 2013 to provide more
international service than ever before.
- The combined company also will be able to improve customers’ travel
experience through new products and services, including enhanced self-service
tools, better bag-tracking technology, new seats and refurbished cabin
interiors.
No hub closures; improved international
access to benefit small communities
This combination will
expand Delta’s international and domestic reach, and there will be no reductions
in the number of hubs. In addition, building on both airlines’ proud,
decades-long history of serving small communities, Delta will improve worldwide
connections to small towns and cities across the U.S., enhancing their access to
the global marketplace. Following the merger, Delta will serve more than 140
small communities in the United States – more than any other airline.
“Delta and Northwest are an excellent strategic fit, with complementary and
geographically distinct route systems,” said Edward Bastian, Delta president and
chief financial officer. “Together, we will have a more robust platform for
profitable international growth. Combining both carriers’ international and
domestic strengths, with our worldwide SkyTeam partners, we are well positioned
to lead the industry and deliver value to our shareholders.”
Merger helps offset record oil prices, creates
stronger global airline to compete in Open Skies
environment
Record fuel prices have fundamentally changed the
economics of the airline industry. Fuel is the highest single expense for Delta
and Northwest, significantly eroding the financial benefits of restructuring and
placing the airlines’ new found strength and stability at long-term risk. At the
beginning of 2007, oil prices were approximately $55 a barrel. Now, oil prices
have nearly doubled. This dramatic run-up in the price of oil makes the
transaction even more compelling.
Internationally, the two carriers, along with their partners at Air France
and KLM, will have a broader global network similar in scope and depth to what
other foreign flag carriers already possess – and a significant presence in key
business centers, with improved prospects for growing corporate business
globally. This presence is essential for U.S. network carriers due to Open Skies
agreements that have expanded aviation markets around the world and have created
a more competitive international environment.
Merger combines Delta’s strengths in the South, Mountain West,
Northeast, Europe and Latin America with Northwest’s leading positions in the
Midwest, Canada and Asia; competition will be preserved and enhanced as a result
of complementary networks
The Delta-Northwest combination
will be pro-competitive. There is little overlap in the nonstop routes the two
airlines serve, with direct competitive service on only 12 of more than 1,000
nonstop city pair routes currently flown by both airlines. In fact, the merger
will create a stronger, more efficient global competitor. Discount carriers,
which now carry one third of domestic passengers, and other network airlines
will remain competitors in the airline’s markets.
Delta pilot leadership reaches agreement on
post-merger contract
Delta also today announced that it has
reached agreement with the company’s pilot leadership to extend its existing
collective bargaining agreement through the end of 2012. The agreement, which is
subject to pilot ratification, facilitates the realization of the revenue
synergies of the combined companies once the transaction is completed. It also
provides the Delta pilots a 3.5 percent equity stake in the new company and
other enhancements to their current contract.
Delta will use its best efforts to reach a combined Delta-Northwest pilot
agreement, including resolution of pilot seniority integration, prior to the
closing of the merger.
Employees to be provided seniority protection and
equity in the new airline
Frontline employees of both
airlines will be provided seniority protection through a fair and equitable
seniority integration process, as the airlines are combined. In addition,
U.S.-based non-pilot employees of both companies will be provided a 4 percent
equity stake in the new airline upon closing. The company also expects no
involuntary furloughs of frontline employees as a result of this transaction and
the existing pension plans for both companies’ employees will be protected.
Additionally, all Delta and Northwest employees will enjoy reciprocal pass
privileges on both airlines, beginning as soon as possible during the regulatory
review process.
“We are pleased that the people of Delta and Northwest will participate
directly in the growth and future success of the combined company,” Anderson
said. “Thanks to the hard work and professionalism of the more than 75,000 Delta
and Northwest employees over the last few years, our new, combined company will
be positioned for a bright future as a leader in the global airline
industry.”
Integrated SkyTeam frequent flyer programs and
partner networks enable faster integration; existing Air France, KLM joint
venture partnerships strengthened
Delta and Northwest’s
complementary networks and common membership in the SkyTeam alliance will ease
the integration risk that has complicated some airline mergers. The carriers
participate in a joint SkyTeam frequent flyer program with common customer
lounges and airline partner networks. In addition, they share a common IT
platform, which has already been partially integrated through the existing
alliance between Delta and Northwest. Further, the combination of Delta and
Northwest will enable an accelerated joint venture integration with Air
France/KLM, creating the industry’s leading alliance network.
Over the course of the regulatory process, a detailed integration plan will
be created by the transition committee made up of leaders from both companies.
After closing of the merger, the consolidation of overlapping corporate and
administrative functions will result in some job reductions or company-paid
transfers. Involuntary reductions for management and administrative employees
will be minimized by normal attrition.
Advisers
Financial advisers to
Delta were Greenhill & Co. and Merrill Lynch & Co. and legal advisers
were Wachtell, Lipton, Rosen & Katz and Hunton & Williams, LLP.
Financial advisers to Northwest were Morgan Stanley and J.P. Morgan Securities
and legal advisers were Simpson Thacher & Bartlett LLP and O'Melveny &
Myers, LLP.
Investor and Analyst Call Details
There will be a webcast for the investment community on Tuesday, April 15, at
9:00 a.m. EDT. Participants will include Richard Anderson, Delta’s CEO; Doug
Steenland, Northwest’s President and CEO; and Ed Bastian, Delta’s President and
CFO.
Webcast log-in is available on: www.delta.com/about_delta/investor_relations/webcasts
or
http://ir.nwa.com
A replay of the webcast will be archived for 30 days. Further information is
available in the investor relations section of delta.com.
About Delta Air Lines
Delta
Air Lines operates service to more worldwide destinations than any airline with
Delta and Delta Connection flights to 306 destinations in 58 countries. Delta
has added more international capacity than any major U.S. airline during the
last two years and is the leader across the Atlantic with flights to 37
trans-Atlantic markets. To Latin America and the Caribbean, Delta offers more
than 517 weekly flights to 57 destinations. Delta's marketing alliances also
allow customers to earn and redeem SkyMiles on nearly 16,409 flights offered by
SkyTeam and other partners. Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide destinations,
flights and services. Including its SkyTeam and worldwide codeshare partners,
Delta offers flights to 841 worldwide destinations in 162 countries. Customers
can check in for flights, print boarding passes and check flight status at
delta.com.
About Northwest
Airlines
Northwest Airlines is one of the world’s largest
airlines with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,400 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the world’s most
extensive global networks. Northwest and its travel partners serve more than
1,000 cities in excess of 160 countries on six continents. For more information
pertaining to Northwest go to the Web site at www.nwa.com.