delta_425-091508.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
On
September 15, 2008, Delta Air Lines, Inc. issued the following press
release.
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CONTACT:
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Corporate
Communications
404-715-2554
Investor
Relations
404-715-2170
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Proxy
Advisory Firms Recommend a Vote for Delta Air Lines’
Proposed
Merger with Northwest
ATLANTA,
Sept. 15, 2008 – Delta Air Lines (NYSE: DAL) today announced that all four
independent proxy advisory firms have recommended that Delta stockholders vote
"FOR" the issuance of Delta common stock to Northwest stockholders in the merger
of the airlines. Institutional Shareholder Services (ISS), a wholly owned
subsidiary of RiskMetrics Group. Inc., as well as Glass-Lewis, Proxy Governance
and Egan-Jones also recommended a vote "FOR" a proposed amendment to Delta’s
broad-based employee compensation program.
"The Delta-Northwest merger is a
game-changer that – along with fundamental changes Delta has made to its
business over the last few years – creates an airline that is well positioned to
weather competitive and economic pressures and continually invest in the
customer and employee experience. It’s truly a win for our employees,
customers and stockholders," said Edward H. Bastian, president and chief
financial officer of Delta. "The combined airline will be a global competitor
with a more diverse international network, flexible fleet and the largest
anti-trust immunized joint venture across the Atlantic.
"The
ability to offer equity in the combined company to our employees continues our
long history of honoring commitments and is pivotal to our ability to continue
to energize employees by allowing them to share in the successes that they make
possible in this customer-centered business."
Delta in April announced that it is
combining with Northwest in an all-stock transaction to create a premier global
airline that will be unmatched in the scope and level of services it offers
customers. 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 at
separate stockholder meetings on Sept. 25, 2008, as well as regulatory approvals
which are expected by the end of the year.
Delta Air
Lines operates service to more worldwide destinations than any airline with
Delta and Delta Connection flights to 290 destinations in 60 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 288
weekly flights to 42 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 500 worldwide destinations in 105 countries. Customers
can check in for flights, print boarding passes, check bags and 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
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 and 10-Q. 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 has filed with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 (No.
333-151060), as amended, that includes a joint proxy statement of Delta and
Northwest, dated August 8, 2008, that also constitutes a prospectus of
Delta. Delta and Northwest urge investors and security holders to
read the joint proxy statement/prospectus regarding the proposed merger because
it contains 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” or 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 are
set forth in the joint proxy statement/prospectus. You can find
additional 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 additional 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.