BA, Iberia reach merger MOU; BA to control 55%, Walsh to be CEO
Friday November 13, 2009
British Airways and Iberia yesterday agreed to a "binding" MOU to merge under a single holding company that will be 55% controlled by BA shareholders and led by BA CEO Willie Walsh, paving the way for establishment of a third major European airline company by the end of 2010 that would have annual revenue of about €15 billion ($22.5 billion), a fleet of 419 aircraft and a route network comprising 205 destinations.
The proposed new holding company, to be called TopCo, will be created through an all-share transaction in which BA shareholders will receive one new share for every existing BA share and IB shareholders will receive 1.0205 new shares for each existing IB share. TopCo will be incorporated in Spain and board and shareholder meetings will occur in Madrid with IB Chairman and CEO Antonio Vazquez serving as chairman and BA Chairman Martin Broughton serving as deputy chairman. The company's operating and financial headquarters will be in London, where "principal management functions" will be handled under Walsh's guidance. TopCo's shares will be traded on the London Stock Exchange.
Walsh long has pushed for the combination, arguing that BA and IB need "enhanced scale" to compete with Air France KLM and an expanding Lufthansa Group (ATWOnline, Oct. 15). "The merger will create a European airline well able to compete in the 21st century," he said, adding that "both airlines will retain their brands and heritage while achieving significant synergies as a combined force."
The carriers claimed the merger will create annual synergies of around €400 million and noted that BA will gain access to as many as 59 new destinations, including 13 in Latin America, while IB will have access to up to 98 new airports. They argued that TopCo will have a "highly complementary network fit worldwide, in particular combining British Airways' strong presence in North America, Asia/Pacific and Africa with Iberia's strong Latin America presence," and will benefit by "optimizing the dual hubs of London and Madrid."
BA and IB are aiming to sign a definitive merger agreement in the 2010 first quarter, present the transaction for shareholder approval next November and formally combine the following month. The deal is subject to relevant regulatory approvals and IB "will be entitled to terminate the merger agreement if the outcome of discussions between British Airways and its pension trustees is not, in Iberia's reasonable opinion, satisfactory." Under terms of the merger MOU, neither IB nor TopCo can fund BA pension schemes.
BA said in July it had agreed to terms with the trustees of its defined benefit pension programs "to release some bank guarantees back to the airline," freeing "up to" £330 million ($550.4 million) in bank facilities (ATWOnline, July 20).
The airlines said that for at least five years after merging, both will "keep their main base in their home country," TopCo's strategy will reflect "the importance of both London and Madrid hubs," networks operated from each hub will be "balanced" and labor relations will be handled "locally." Work actions by cabin crew in recent days have forced IB to cancel hundreds of flights. Unions representing the workers said yesterday that additional work actions will take place on Nov. 30, Dec. 2 and Dec. 14-18.
While Walsh will serve as TopCo CEO, BA CFO Keith Williams will become CEO of British Airways OpCo and IB COO Rafael Sanchez-Lozano will become CEO of Iberia OpCo
by Aaron Karp
http://www.atwonline.com/news/story.html?storyID=18483