恭喜李公子接管AC，他用650M占31%的股份，老股东的权益有什么伤害?
相信AC有大戏唱。
高人来分析一把吧。
Air Canada Board of Directors Selects Victor T.K. Li For Investment of $650 Million as Equity Plan Sponsor - Total New Equity of $1.1 Billion To Be Raised Including $450 Million Rights Offering
Saturday November 8, 11:01 pm ET
MONTREAL, Nov. 8 /CNW Telbec/ - Air Canada's Board of Directors at a meeting today selected Trinity Time Investments, controlled by Victor T.K. Li, from the two equity plan sponsor finalists. The Agreement contemplates a $650 million equity investment, which will represent approximately 31% of the common equity in a restructured Air Canada.
As previously announced, rights will be offered to all creditors of Air Canada to acquire new shares on the same economic terms as Trinity. The Rights Offering, in an amount of $450 million, will close contemporaneously with the Trinity Investment and will be underwritten by Deutsche Bank as standby purchaser. Rights not purchased by creditors will be purchased by Deutsche Bank at a premium determined in accordance with a formula not to exceed 15%, to benefit non-exercising creditors.
Between the Trinity Investment and the Rights Offering, an additional $100 million is being raised over the previously announced $1 billion which would avoid having to issue certain convertible debt instruments on emergence.
The Agreement contemplates that creditors with aggregate claims of $8-$10 billion will receive approximately 56% of the common equity, after taking into account the Rights Offering. Existing shareholders of Air Canada will receive in the aggregate a nominal .01% stake.
"I am extremely pleased that we received two firm investment commitments from leading international investors at this difficult time in the history of the airline industry," said Robert Milton, President & Chief Executive Officer of Air Canada. "Both offers valued the company in a similar fashion and both supported the company's restructuring business plan and its management. Given the success of Victor Li in his global business endeavors, we look forward to the opportunity to benefit from his participation in fully realizing Air Canada's true potential."
"We are very excited to have been selected as equity plan sponsor to work with Air Canada to complete its restructuring," said Frank J. Sixt, speaking on behalf of Mr. Li and Trinity. "We believe Air Canada is a solid platform and can successfully emerge from the current process as an industry leader in terms of service standards as well as in terms of profitability and growth. We have full confidence in the company's senior management team, and will continue to work with them over the coming months to complete the steps which will reshape Air Canada into a leading competitor in the air transportation sector globally."
The Agreement is subject to a number of conditions including : (i) satisfactory resolution of the funding of the pension deficit; (ii) the obtaining of regulatory approvals and understandings; (iii) the entering into of satisfactory agreements to acquire and finance the 70-110 seat aircraft acquisition program; (iv) approval of the Plan by Creditors and the Court; and, (v) the absence of various facts and events that would depreciate equity value. The Agreement provides for a closing date of no later than April 30, 2004.
Under the Agreement, Air Canada's Board upon emergence will consist of 11 members of whom five will be designated by Trinity, two by Deutsche Bank, two members of management and two others by a selection committee which will include a representative of creditors.
Upon closing, base salary and bonus programs for continuing executives is to be no higher than currently in effect. A management stock option program will be established of up to 5% of total issued and outstanding shares, of which no more than 3% shall be issued on emergence at an exercise price equal to Trinity's buy-in price. As was the case in both offers, so as to ensure the continued long term commitment of Robert Milton, President and CEO and Calin Rovinescu, Executive Vice President to implement Air Canada's Business Plan, Trinity will provide these senior officers from its own holdings with 1% each of new equity vesting in stages over four years. This ownership interest will come from Trinity's equity stake following emergence.
Trinity has required various transaction protection provisions. Air Canada has agreed not to solicit any competing proposals for an equity plan sponsor. Under certain circumstances up to $19.5 million may be payable as a "break fee". In addition, Air Canada has agreed to pay Trinity certain closing fees and to reimburse Trinity for certain expenses until closing.
Air Canada anticipates seeking Court approval for the Agreement and for the Rights Offering and will seek Court direction for convening the requisite meeting of stakeholders in the near future. Periodic reports as to this process will be provided in the ordinary course.
The Investment will be funded from Mr. Li's personal financial resources and may include investment from other family holdings and foundations and is not subject to financing conditions. Mr. Victor T.K. Li, a Canadian citizen, is the Deputy Chairman of Cheung Kong (Holdings) Limited. Mr. Li and his family hold controlling interests in Cheung Kong as well as such other widely held companies as Hutchison Whampoa Limited, Hongkong Electric Holdings Limited and Husky Energy Inc. of Calgary. The Cheung Kong Group's businesses encompass such diverse areas as property development and investment, real estate agency and estate management, hotels, telecommunications and e- commerce, finance and investment, retail and manufacturing, ports and related services, energy, infrastructure projects and materials, media, and biotechnology. The Cheung Kong Group ranks among the top 100 corporations in the world, with businesses in close to 40 countries and over 165,000 employees.
Air Canada is proceeding with other components of its restructuring concurrent with the final stage of the equity sponsorship process and will continue to report progress from time to time.
This discussion contains certain forward-looking statements, which
involve a number of risks and uncertainties. As a result of many factors
including acts or potential acts of terrorism, international conflicts,
government regulations and government mandated restrictions on operations and
pricing, fuel prices, industry restructuring, labour negotiations, the
economic environment in general including foreign exchange and interest rates,
the airline competitive and pricing environment, industry capacity decisions
and new entrants as well as external events, actual results could differ from
expected results and the differences could be material
For further information
Media Contacts: Air Canada: Isabelle Arthur, (Montréal), (514) 422-5788
Laura Cooke, (Toronto), (416) 263-5576
Angela Mah, (Vancouver), (604) 270-5741
Internet: aircanada.com
Mr.Victor T.K.Li: Wendy Tong Barnes, (Hong Kong) (852) 2122-2062
相信AC有大戏唱。
高人来分析一把吧。
Air Canada Board of Directors Selects Victor T.K. Li For Investment of $650 Million as Equity Plan Sponsor - Total New Equity of $1.1 Billion To Be Raised Including $450 Million Rights Offering
Saturday November 8, 11:01 pm ET
MONTREAL, Nov. 8 /CNW Telbec/ - Air Canada's Board of Directors at a meeting today selected Trinity Time Investments, controlled by Victor T.K. Li, from the two equity plan sponsor finalists. The Agreement contemplates a $650 million equity investment, which will represent approximately 31% of the common equity in a restructured Air Canada.
As previously announced, rights will be offered to all creditors of Air Canada to acquire new shares on the same economic terms as Trinity. The Rights Offering, in an amount of $450 million, will close contemporaneously with the Trinity Investment and will be underwritten by Deutsche Bank as standby purchaser. Rights not purchased by creditors will be purchased by Deutsche Bank at a premium determined in accordance with a formula not to exceed 15%, to benefit non-exercising creditors.
Between the Trinity Investment and the Rights Offering, an additional $100 million is being raised over the previously announced $1 billion which would avoid having to issue certain convertible debt instruments on emergence.
The Agreement contemplates that creditors with aggregate claims of $8-$10 billion will receive approximately 56% of the common equity, after taking into account the Rights Offering. Existing shareholders of Air Canada will receive in the aggregate a nominal .01% stake.
"I am extremely pleased that we received two firm investment commitments from leading international investors at this difficult time in the history of the airline industry," said Robert Milton, President & Chief Executive Officer of Air Canada. "Both offers valued the company in a similar fashion and both supported the company's restructuring business plan and its management. Given the success of Victor Li in his global business endeavors, we look forward to the opportunity to benefit from his participation in fully realizing Air Canada's true potential."
"We are very excited to have been selected as equity plan sponsor to work with Air Canada to complete its restructuring," said Frank J. Sixt, speaking on behalf of Mr. Li and Trinity. "We believe Air Canada is a solid platform and can successfully emerge from the current process as an industry leader in terms of service standards as well as in terms of profitability and growth. We have full confidence in the company's senior management team, and will continue to work with them over the coming months to complete the steps which will reshape Air Canada into a leading competitor in the air transportation sector globally."
The Agreement is subject to a number of conditions including : (i) satisfactory resolution of the funding of the pension deficit; (ii) the obtaining of regulatory approvals and understandings; (iii) the entering into of satisfactory agreements to acquire and finance the 70-110 seat aircraft acquisition program; (iv) approval of the Plan by Creditors and the Court; and, (v) the absence of various facts and events that would depreciate equity value. The Agreement provides for a closing date of no later than April 30, 2004.
Under the Agreement, Air Canada's Board upon emergence will consist of 11 members of whom five will be designated by Trinity, two by Deutsche Bank, two members of management and two others by a selection committee which will include a representative of creditors.
Upon closing, base salary and bonus programs for continuing executives is to be no higher than currently in effect. A management stock option program will be established of up to 5% of total issued and outstanding shares, of which no more than 3% shall be issued on emergence at an exercise price equal to Trinity's buy-in price. As was the case in both offers, so as to ensure the continued long term commitment of Robert Milton, President and CEO and Calin Rovinescu, Executive Vice President to implement Air Canada's Business Plan, Trinity will provide these senior officers from its own holdings with 1% each of new equity vesting in stages over four years. This ownership interest will come from Trinity's equity stake following emergence.
Trinity has required various transaction protection provisions. Air Canada has agreed not to solicit any competing proposals for an equity plan sponsor. Under certain circumstances up to $19.5 million may be payable as a "break fee". In addition, Air Canada has agreed to pay Trinity certain closing fees and to reimburse Trinity for certain expenses until closing.
Air Canada anticipates seeking Court approval for the Agreement and for the Rights Offering and will seek Court direction for convening the requisite meeting of stakeholders in the near future. Periodic reports as to this process will be provided in the ordinary course.
The Investment will be funded from Mr. Li's personal financial resources and may include investment from other family holdings and foundations and is not subject to financing conditions. Mr. Victor T.K. Li, a Canadian citizen, is the Deputy Chairman of Cheung Kong (Holdings) Limited. Mr. Li and his family hold controlling interests in Cheung Kong as well as such other widely held companies as Hutchison Whampoa Limited, Hongkong Electric Holdings Limited and Husky Energy Inc. of Calgary. The Cheung Kong Group's businesses encompass such diverse areas as property development and investment, real estate agency and estate management, hotels, telecommunications and e- commerce, finance and investment, retail and manufacturing, ports and related services, energy, infrastructure projects and materials, media, and biotechnology. The Cheung Kong Group ranks among the top 100 corporations in the world, with businesses in close to 40 countries and over 165,000 employees.
Air Canada is proceeding with other components of its restructuring concurrent with the final stage of the equity sponsorship process and will continue to report progress from time to time.
This discussion contains certain forward-looking statements, which
involve a number of risks and uncertainties. As a result of many factors
including acts or potential acts of terrorism, international conflicts,
government regulations and government mandated restrictions on operations and
pricing, fuel prices, industry restructuring, labour negotiations, the
economic environment in general including foreign exchange and interest rates,
the airline competitive and pricing environment, industry capacity decisions
and new entrants as well as external events, actual results could differ from
expected results and the differences could be material
For further information
Media Contacts: Air Canada: Isabelle Arthur, (Montréal), (514) 422-5788
Laura Cooke, (Toronto), (416) 263-5576
Angela Mah, (Vancouver), (604) 270-5741
Internet: aircanada.com
Mr.Victor T.K.Li: Wendy Tong Barnes, (Hong Kong) (852) 2122-2062
