Atlas Air Worldwide Holdings, Inc. (AAWW) (Nasdaq: AAWW), a leading provider of global air cargo services, today announced that it has obtained Final Orders from the U.S. Department of Transportation (DOT) approving a previously announced transaction between its subsidiary, Polar Air Cargo Worldwide, Inc., and DHL Express.
The DOT approvals cover both the ownership structure of the partnership between Polar and DHL Express and the intra-company transfer of airline certificates and route authorities to Polar from another AAWW subsidiary.
The approvals are integral steps in the process leading up to the closing of the transaction between Polar and DHL Express. The parties are now working on the remaining steps, which include FAA and foreign regulatory approvals.
“We are extremely pleased to have the DOT’s approvals for this transaction, and we certainly appreciate the diligence of the DOT and its staff in working with us throughout the process,” said William J. Flynn, President and CEO of AAWW. “This is a significant milestone in completing our strategic partnership with DHL Express. We anticipate obtaining the remaining necessary approvals and closing the transaction in the late second quarter.”
The transaction includes the acquisition of a 49% equity interest, with a 25% voting interest, in Polar by DHL Express, as well as a 20-year commercial arrangement that will provide Polar with a long-term, anchor customer and DHL with access to aircraft capacity in key global markets.
Mr. Flynn added: “We continue to make excellent progress implementing our strategy to deliver results for our customers and our stockholders. This partnership with market leader DHL Express will reinforce our position as a leading outsource provider of air cargo services, and will greatly enhance stockholder value.”
On November 28, 2006, the parties executed a stock purchase agreement for the strategic partnership with DHL Express. Upon closing of the transaction, the remaining commercial agreements will be signed and DHL Express will acquire a minority ownership interest in Polar in exchange for cash payment of $150 million, $75 million of which will be paid upon closing, and $75 million to be paid in two installments on January 15, 2008 and November 17, 2008, subject to certain acceleration provisions.
Under the terms of the 20-year commercial arrangement, which includes blocked-space and related flight-service-support agreements, DHL Express will have access to lift capacity through six Polar 747-400 Freighters plus access to additional available ACMI aircraft from AAWW’s subsidiary, Atlas Air, Inc. This agreement will provide the AAWW companies with a valuable, long-term customer and potential revenue stream in excess of $3.5 billion over the full term of the agreement.
About Atlas Air Worldwide Holdings, Inc.:
AAWW is the parent company of Atlas Air and Polar, which together operate the world’s largest fleet of Boeing 747 freighter aircraft.
AAWW, through Atlas Air and Polar, offers scheduled air cargo service, cargo charters, military charters, and ACMI aircraft leasing in which customers receive a dedicated aircraft, crew, maintenance and insurance on a long-term lease basis.
AAWW’s press releases, SEC filings and other information may be accessed through the Company’s home page, www.atlasair.com.
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect AAWW’s current views with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of AAWW and its subsidiaries (collectively, the “companies”) that may cause the actual results of the companies to be materially different from any future results, express or implied, in such forward-looking statements.
Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the companies to operate pursuant to the terms of their financing facilities; the ability of the companies to obtain and maintain normal terms with vendors and service providers; the companies’ ability to maintain contracts that are critical to their operations; the ability of the companies to fund and execute their business plan; the ability of the companies to attract, motivate and/or retain key executives and associates; the ability of the companies to attract and retain customers; the continued availability of our wide-body aircraft; demand for cargo services in the markets in which the companies operate; economic conditions; the effects of any hostilities or act of war (in the Middle East or elsewhere) or any terrorist attack; labor costs and relations; financing costs; the cost and availability of war risk insurance; our ability to maintain adequate internal controls over financial reporting; aviation fuel costs; security-related costs; competitive pressures on pricing (especially from lower-cost competitors); volatility in the international currency markets; weather conditions; government legislation and regulation; consumer perceptions of the companies’ products and services; pending and future litigation; and other risks and uncertainties set forth from time to time in AAWW’s reports to the United States Securities and Exchange Commission.
For additional information, we refer you to the risk factors set forth under the heading “Risk Factors” in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2007. Other factors and assumptions not identified above are also involved in the preparation of forward-looking statements, and the failure of such other factors and assumptions to be realized may also cause actual results to differ materially from those discussed.
AAWW assumes no obligation to update such statements contained in this release to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law.
