Filed by
Delta Air Lines, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of the
Securities Exchange Act of 1934, as amended
Subject
Company: Northwest Airlines Corporation
Commission
File No.: 1-15285
Forward-looking
Statements
This
information includes “forward-looking statements” within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act
of 1995. Words such as “expect,’ “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Delta's and Northwest’s
expectations with respect to the synergies, costs and charges and
capitalization, anticipated financial impacts of the merger transaction and
related transactions; approval of the merger transaction and related
transactions by shareholders; the satisfaction of the closing conditions to the
merger transaction and related transactions; and the timing of the completion of
the merger transaction and related transactions.
These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside our control and difficult to
predict. Factors that may cause such differences include, but are not
limited to, the possibility that the expected synergies will not be realized, or
will not be realized within the expected time period, due to, among other
things, (1) the airline pricing environment; (2) competitive actions taken by
other airlines; (3) general economic conditions; (4) changes in jet fuel prices;
(5) actions taken or conditions imposed by the United States and foreign
governments; (6) the willingness of customers to travel; (7) difficulties in
integrating the operations of the two airlines; (8) the impact of labor
relations, and (9) fluctuations in foreign currency exchange
rates. Other factors include the possibility that the merger does not
close, including due to the failure to receive required stockholder or
regulatory approvals, or the failure of other closing conditions.
Delta
cautions that the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in Delta’s and
Northwest’s most recently filed Forms 10-K. All subsequent written
and oral forward-looking statements concerning Delta, Northwest, the merger, the
related transactions or other matters and attributable to Delta or
Northwest or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Delta and Northwest do not
undertake any obligation to update any forward-looking statement, whether
written or oral, relating to the matters discussed in this news
release.
Additional
Information About the Merger and Where to Find It
In
connection with the proposed merger, Delta filed with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 that includes a
preliminary joint proxy statement of Delta and Northwest that also constitutes a
prospectus of Delta. At the appropriate time, Delta and Northwest will
mail the final joint proxy statement/prospectus to their
stockholders. Delta and Northwest urge investors and security holders
to read the final joint proxy statement/prospectus regarding the proposed merger
when it becomes available because it will contain important information. You may
obtain copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC’s website (www.sec.gov). You may also obtain these
documents, free of charge, from Delta’s website (www.delta.com) under the tab
“About Delta” and then under the heading “Investor Relations” and then under the
item “SEC Filings.” You may also obtain these documents, free of charge, from
Northwest’s website (www.nwa.com) under the tab “About Northwest” and then under
the heading “Investor Relations” and then under the item “SEC Filings and
Section 16 Filings.”
Delta,
Northwest and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Delta and
Northwest stockholders in favor of the merger. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of Delta and Northwest stockholders in connection with the proposed merger
will be set forth in the proxy statement/prospectus when it is filed with the
SEC. You can find information about Delta’s executive officers and directors in
its definitive proxy statement filed with the SEC on April 25, 2008 related to
Delta’s 2008 Annual Meeting of Stockholders. You can find information about
Northwest’s executive officers and directors in its Amendment to its Annual
Report on Form 10-K filed with the SEC on April 29, 2008. You can
obtain free copies of these documents from Delta and Northwest using the contact
information above.
The
following appeared in the Wall Street Journal on June 25, 2008.
**************************************************************
Not
All Airline Mergers Make Sense, But This One Does
In "The
Second Death of the U.S. Airlines" (Business World, June 18), Holman W. Jenkins,
Jr. is correct that fuel prices approaching $140 a barrel present remarkable
challenges for the entire industry, but he is wrong in questioning the
Delta-Northwest merger -- just because other U.S. airlines were unsuccessful in
their merger discussions. The truth is, this merger makes even more sense with
oil prices at these record levels.
Last
October, as oil prices reached $80 a barrel, both airlines independently
reviewed strategic alternatives using a range of fuel assumptions. We came to
the same conclusion: The right merger would create a company with the financial
and marketing strength to overcome the many challenges facing the industry and
also better position the company over the long term.
But the
right merger would demand certain characteristics: a global, end-to-
end network with little overlap, a proven international alliance partner, a
strong balance sheet and competitive cost structure, significant revenue and
cost synergies, manageable integration costs and the potential to harmoniously
integrate employee groups.
After
extensive analysis, both airlines concluded that this merger met all those
criteria. It will produce over $1 billion in annual cost and revenue
improvements, while one-time transition costs will be less than $750 million,
spread over four years. These synergies will strengthen the merged airline in
any economic environment. However, if oil prices remain high, the synergies
enable us to offset increased fuel costs -- a benefit not available to either
carrier on a stand-alone basis.
Our route
systems have little overlap and the merged carrier will provide service, with
our SkyTeam alliance partners, to virtually every point in the world -- a
significant competitive advantage at any oil price.
Further,
if extraordinary oil prices force further capacity reductions, the revenue
generating capability of our world-wide network will better allow us to
rationalize capacity by trimming frequencies rather than eliminating
destinations -- an option not readily available to airlines with smaller
networks.
Unlike
previous airline mergers, Delta-Northwest is a merger of choice. Delta
and Northwest are the two strongest network airlines, with the strongest balance
sheets and best-in-class cost structures. This means at closing the merged
airline will be financially viable, have access to the capital markets and be
immediately competitive.
There is
no assurance oil prices will retreat from current levels. In fact, some
observers predict prices will continue to rise. Delta and Northwest, having
planned for this environment, stand ready to face the challenge. Integration
planning is on track and when the regulatory review of our transaction is
completed later this year, we will be well-positioned to integrate our airlines
efficiently, and deliver industry leading returns whatever the economic
environment may be.
Richard
Anderson
CEO
Delta Air
Lines
Atlanta
Doug
Steenland
CEO
Northwest
Airlines
Eagan,
Minn.