Filed by Continental Airlines, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Continental Airlines, Inc.
Commission File No.: 1-10323
The following was posted on “Jeff’s Journal” in the Continental Airlines intranet web site on
May 4, 2010:
Did United “buy” Continental?
No.
Since our announcement yesterday that we’re going to combine with United Airlines in a merger of
equals, I’ve received some e-mails from you asking if United is “buying” Continental. So I wanted
to clear up this misconception right away.
This is a merger of equals. United isn’t buying us, and we aren’t buying United. We each will have
equal representation on the board of directors (6 independent directors each, plus Glenn Tilton,
me, and two union representatives required by United’s charter), and the brand of the airline is a
blend of Continental’s livery, logo and colors, with the United name. We’re going to continue
service to all the communities we currently serve and our two networks have minimal overlap, so the
overwhelming majority of you will also be an important part of the new airline. I will be the CEO
in charge of running the combined company and will lead an executive team comprised of an equitable
and balanced number of executives from each airline after the merger.
Glenn will be the non-executive Chairman of the board of directors.
The reason that some news stories are suggesting United acquired us is because some media, when
they report on mergers, name as the “acquiring” company the one whose shareholders end up with a
larger percent of the combined company. United stockholders will own 55% of the combined company,
whereas Continental stockholders will own 45%, simply because United had a higher market
capitalization than Continental when the deal was struck. While each share of Continental stock was
worth more than each share of United stock, United had more shares outstanding, so at the exchange
ratio of 1.05 United shares for each share of CO stock, their stockholders will end up owning more
of the combined company. This is just simple math and has nothing to do with who is “acquiring”
whom. In a merger of equals, just as the name implies, neither party acquires the other. They
simply combine their businesses, like we are doing with United.
In every way, Continental and United, and each company’s respective co-workers, will be equal
partners in the combined company.
P.S. My lawyers are making me put this here again:
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. The proposed merger of equals transaction
between UAL Corporation (“UAL”) and Continental Airlines, Inc. (“Continental”) will be submitted to
the respective stockholders of UAL and Continental for their consideration. UAL will file with the
Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a
joint proxy statement of Continental and UAL that also constitutes a prospectus of UAL. UAL and
Continental also plan to file other documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF CONTINENTAL ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of the joint
proxy statement/prospectus and other documents containing important information about UAL and
Continental, once such documents are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the SEC by UAL will be available
free of charge on UAL’s website at www.united.com under the tab “Investor Relations” or by
contacting UAL’s Investor Relations Department at (312) 997-8610. Copies of the documents filed
with the SEC by Continental will be available free of charge on Continental’s website at
www.continental.com under the tab “About Continental” and then under the tab “Investor
Relations” or by contacting Continental’s Investor Relations Department at (713) 324-5152.
UAL, Continental and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders of Continental in
connection with the proposed transaction. Information about the directors and executive officers
of Continental is set forth in its proxy statement for its 2010 annual meeting of stockholders,
which was filed with the SEC on April 23, 2010. Information about the directors and executive
officers of UAL is set forth in its proxy statement for its 2010 annual meeting of stockholders,
which was filed with the SEC on April 30, 2010. These documents can be obtained free of charge
from the sources indicated above. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect Continental’s and UAL’s current beliefs, expectations or intentions
regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,”
“project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,”
“target,” “continue,” and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation, Continental’s and UAL’s
expectations with respect to the synergies, costs and other anticipated financial impacts of the
proposed transaction; future financial and operating results of the combined company; the combined
company’s plans, objectives, expectations and intentions with respect to future operations and
services; approval of the proposed transaction by stockholders and by governmental regulatory
authorities; the satisfaction of the closing conditions to the proposed transaction; and the timing
of the completion of the proposed transaction.
All forward-looking statements involve significant risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking statements, many of which are
generally outside the control of Continental and UAL and are difficult to predict. Examples of
such risks and uncertainties include, but are not limited to, (1) the possibility that the proposed
transaction is delayed or does not close, including due to the failure to receive required
stockholder or regulatory approvals, the taking of governmental action (including the passage of
legislation) to block the transaction, or the failure of other closing conditions, and (2) the
possibility that the expected synergies will not be realized, or will not be realized within the
expected time period, because of, among other things, significant volatility in the cost of
aircraft fuel, the high leverage and other significant capital commitments of Continental and UAL,
the ability to obtain financing and to refinance the combined company’s debt, the ability of
Continental and UAL to maintain and utilize their respective net operating losses, the impact of
labor relations, global economic conditions, fluctuations in exchange rates, competitive actions
taken by other airlines, terrorist attacks, natural disasters, difficulties in integrating the two
airlines, the willingness of customers to travel by air, actions taken or conditions imposed by the
U.S. and foreign governments or other regulatory matters, excessive taxation, further industry
consolidation and changes in airlines alliances, the availability and cost of insurance and public
health threats.