Fusion TAM _ LAN

LAN and TAM expect to complete their historic merger by mid 2011, resulting in the creation of a new publicly traded holding company with LAN being the vehicle for the transaction.
The two Latin American airline groups entered on 13 August into a non-binding memorandum of understanding outlining their intentions to create a new parent company to be called LATAM Airlines Group. The two carriers say they will now start negotiating a binding definitive agreement, which will be subject to shareholder and regulatory approvals.
LAN CFO Alejandro de la Fuente told analysts in a 13 August conference call to discuss the deal that the two sides expect it will take two to three months to conclude the binding agreement. He says LAN and TAM estimate it will then take six to nine months to secure all the required regulatory approvals.
Based on the schedule outlined by de la Fuente, LATAM will formally take over as the new parent company for both LAN and TAM as early as April 2011 or as late as August 2011. But de la Fuente says "we expect to finish the transaction the first half of 2011".
LAN will be the vehicle for the transaction but its listing on the New York and Santiago stock exchange will change to LATAM once the transaction is completed. LATAM will also be listed in Sao Paulo.
TAM shares, meanwhile, will be delisted in both New York and Sao Paulo once the transaction is completed. LAN and TAM say TAM shareholders will receive 0.90 shares in LAN for each TAM share they hold.
de la Fuente says this 0.90 figure is not subject to further negotiation as LAN and TAM work on a final binding agreement. "This is something that is fixed and that we agreed between both companies," he explains.
de la Fuente says LAN and TAM will retain their own brand and independent operations with separate CEOs having autonomy to run each business. In addition, he says "each airline in the group will maintain current headquarters and corporate structure".
This includes passenger airlines in Brazil, Paraguay, Chile, Argentina, Peru and Ecuador. Carriers in the first two countries now fall under the TAM group while carriers in the latter four countries fall under LAN.
de la Fuente says LAN's plans to add a passenger airline affiliate in Colombia next year is unaffected by the proposed merger. He says once the new Colombian carrier, now known as AerOasis, secures approval to launch services it will be integrated into the new LATAM structure.
LAN Cargo and its affiliates will also fall under LATAM. LAN now has cargo airline affiliates in Brazil, Colombia, Mexico and the US.
de la Fuente says the structure is designed to comply with foreign ownership regulations, including Brazil's cap limiting foreign ownership in airlines to only 20%. This will be achieved by the Amaro family retaining 80% voting rights at TAM's parent company.
TAM president Libano Barroso explains that TAM and LAN will forge a single economic entity in LATAM but "the structure complies totally with existing regulations".
LAN CEO Enrique Cueto told analysts that emerging markets such as Latin America are developing fast and "now is our time to capitalise on this trend".
Mauricio Rolim Amaro, the vice-chairman of TAM and the future chairman of LATAM, added that "we believe now is the right time to bring the companies together" and the proposed transaction "is a win-win all the way around

Specifically, LAN and TAM expect to generate $170 million in additional passenger revenues and $110 million in additional cargo revenues. The passenger figure includes $125 million from network related synergies, $35 million from consolidation of partner airline contracts and $10 million from consolidating frequent flier programmes.
On the cost side, the $120 million figure includes $25 million for consolidation of functions at overlapping airport stations; $25 million for leveraging economies of scales in supplier contracts; $20 million for streamlining corporate overhead; $20 million for efficiencies in common IT platforms; $15 million for leveraging economies of scales in maintenance; and $15 million resulting from combining sales efforts.

Members of the Oneworld alliance predict a significant battle will ensue during the next two-to-three months among the three large global alliances to secure membership from the merged LAN and TAM airlines.

Oneworld managing director John McCulloch made that declaration today during the annual International Aviation Forecast summit hosted by the Boyd Group International.

McCulloch states he feels pretty certain that despite "rhetoric out there", that the carrier will only select a single alliance partner.

LAN and TAM unveiled their plans to merge in August of this year, and have previously said they wouldn't settle on an alliance decision until 2012, but McCulloch tells ATI "they seem well ahead of the timetable" in their integration, and from Oneworld's perspective, it is important now for the group to begin making its case to the carriers.

TAM joined Star in May of this year while LAN is a long-standing member of Oneworld, joining the alliance in 2000.

McCulloch says Oneworld will try to persuade LAN-TAM that choosing the grouping will give the combined Latin American carrier a key footprint in Europe and the USA, which are "crucial for LAN-TAM's future profitability".

He also believes Oneworld has insight into other areas where the combined carrier would like to grow, citing the UK and Spain as examples. "We can play to those strengths," he says.

In parallel to the battle for LAN-TAM's alliance allegiance, Oneworld continues to pursue opportunities in Brazil, Canada and China. The alliance lost a key contest earlier this year when China Eastern opted to join the SkyTeam grouping. McCulloch believes that Oneworld had the better value proposition for China Eastern, but certain "leadership ambitions within the airline" led to the carrier's selection of SkyTeam.

While Canada's second largest carrier WestJet has repeatedly stated its desire not to formally join one of the three major alliance groupings and instead focus on building as many bilateral relationships as possible, McCulloch states that there are six-to-eight Oneworld members that could forge important bilateral relationships with WestJet.

American and WestJet on 19 October announced an interline agreement whose first phase will cover 25 of WestJet's Canadian destinations not currently served by American.

Oneworld is also celebrating the recent launch of the transatlantic joint venture of American, British Airways and Iberia. As the new venture gets off the ground McCulloch says Oneworld is ramping up its corporate selling push, something he admits Star partners United, Air Canada and Lufthansa have historically performed better at than Oneworld.

Chile's anti-trust court TDLC has accepted a request by the consumer rights organisation CONADECUS to investigate the competitive impact of the planned merger between LAN and TAM and has ordered to "suspend the process" while it conducts an investigation.

While the Chilean Public Prosecutor for Economic Matters opened immediately after the merger plans were first announced by Chile-based LAN and Brazil's TAM last August a case to investigate, and eventually limit, the deal's impact on the Santiago-Sao Paulo trunk route, the CONADECUS request broadens the investigation to the overall market situation in Chile.

According to CONADECUS, the merger may "generate a severe and negative impact to competition which goes much beyond the Santiago-Sao Paulo route", claiming that the court should take into account not only a single route, but also the general consequences for the travel market.

A CONADECUS spokesman says that "LAN has a history of dominating the market where it operates" and that the TLDC should take into account "the principles of free competition and consumer rights" from a global perspective. He adds that "LAN's historic relations with competitors have frequently been inadequate," suggesting that LAN tries to create de-facto monopolies to raise fares.

The TLDC has accepted the CONADECUS request for investigation and has therefore suspended the LAN-TAM merger process during the information collecting and internal decision period.

According to its official bulletin, it has invited the Chilean Public Prosecutor for Economic Matters, the Ministers of Transport and Economy, the Civil Aviation Authority, the National Tourism Agency, IATA Chile, travel agent associations as well as airlines operating within or to and from Chile to submit their opinions and requests regarding the planned merger within 30 days.

A LAN spokesman says the airline group is "aware of the matter" but declined to comment on it.

LAN executives last week told analysts they hoped to complete the merger transaction in six to nine months. But they warned the deal was still contingent on approval from competition authorities in several countries including Chile, Argentina, Brazil, Germany, Italy and Spain.