delta_425-071108.htm
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
CONTACTS:
Corporate
Communications
404-715-2554
Investor
Relations
404-715-2170
Delta
Air Lines’ Board of Directors Announces Date of Special Meeting for Stockholder
Vote on Merger with Northwest Airlines
ATLANTA, July 11, 2008 – Delta
Air Lines (NYSE: DAL) will hold a special meeting of stockholders
on Sept. 25, 2008 in Atlanta for stockholders to vote on the issuance
of Delta common stock to Northwest stockholders in the merger of the airlines
and on an amendment to the Delta 2007 Performance Compensation Plan, a
broad-based employee compensation program. The meeting will be held at 2 p.m.
EDT at the Georgia International Convention Center located at 2000 Convention
Center Concourse, College Park, Ga.
30337.
The record date for determining
stockholders entitled to notice of, and to vote at, the special meeting will be
the close of business on July 29, 2008.
Delta
in April announced that it is combining with Northwest in an all-stock
transaction to create America’s premier global airline. The new company
will be called Delta and will be headquartered in Atlanta. Combined, the
company and its regional partners will provide customers access to more than 390
destinations in 67 countries. Together, Delta and Northwest will have more
than $35 billion in aggregate annual revenues, operate a mainline fleet of
nearly 800 aircraft, employ approximately 75,000 people worldwide, and have one
of the strongest balance sheets in the industry. The merger is subject to
the approval of Delta and Northwest stockholders and regulatory approvals, which
are expected to be completed later this year.
Delta
Air Lines operates service to more worldwide destinations than any airline with
Delta and Delta Connection flights to 327 destinations in 62 countries. Delta
has added more international capacity than any major U.S. airline during the
last two years and is the leader across the Atlantic with flights to 44
trans-Atlantic markets. To Latin America and the Caribbean, Delta offers 609
weekly flights to 62 destinations. Delta's marketing alliances also allow
customers to earn and redeem SkyMiles on more than 16,000 flights offered by
SkyTeam and other partners. Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide destinations,
flights and services. Including its SkyTeam and worldwide codeshare partners,
Delta offers flights to 499 worldwide destinations in 105 countries. Customers
can check in for flights, print boarding passes and check flight status at
delta.com.
Forward-looking
Statements
This
press release 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,
capitalization and anticipated financial impacts of the merger transaction and
related transactions; approval of the merger transaction and related
transactions by stockholders; 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.
# #
#