Schiphol and Aéroports de Paris agree industrial cooperation deal

Aéroports de Paris and the Schiphol Group have announced their intention to enter into a long-term industrial cooperation and 8% cross-shareholding agreement that would create a leading global alliance in the airport industry. The industrial cooperation agreement would be signed for an initial period of twelve years, and would be supported by an efficient and balanced governance structure to ensure its success. Schiphol Group and Aéroports de Paris would acquire an 8% stake in each other’s share capital to reinforce each airport group’s commitment to the industrial cooperation.

The industrial cooperation between two of Europe’s leading airports represents a bold strategic move that is expected to generate significant joint mutual benefits in all key business areas:

—Aviation: the cooperation will improve the competitiveness of both airports through the consolidation of a dual-hub which will offer through airlines one of the highest number of destinations (143(1)) and frequencies (over 30,000(2)) among all European hub airports. Aeroports de Paris and Schiphol Group will cooperate to provide a greatly enhanced value proposition to end-users through best-in-class service levels, broader product offerings and continued competitive visit costs for both airlines and passengers;


—Non-aviation: Schiphol Group and Aeroports de Paris intend to further accelerate the growth and profitability of their retail, real estate and telecoms activities through the exchange of best practices, technology and processes that will increase revenues and reduce costs;


—International development: Aeroports de Paris and Schiphol Group will jointly approach future international airport developments with a key focus on strengthening the dual hub within SkyTeam network internationally and have an opportunistic approach in non SkyTeam zones.

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  * Schiphol Group and Aéroports de Paris have identified combined revenue and cost synergies of around €71 million per annum on a fully phased basis by 2013 and expect to reduce capital expenditure by €18 million on average per annum from 2013 onwards.

  * Aéroports de Paris and Schiphol Group have the ambition of becoming front-runners in sustainable development.
  * Schiphol Group and Aéroports de Paris would implement an efficient and balanced governance structure to ensure the success of the industrial cooperation:

—An Industrial Cooperation Committee would supervise the cooperation. This Committee would have four representatives of each company and be chaired by the Aeroports de Paris and Schiphol Group CEOs on a rotating basis;


—Eight Steering Committees, composed of an equal number of representatives of each company and co-chaired, would be responsible for the implementation of the cooperation for each particular business area;


—Aeroports de Paris’ CEO would be appointed to the Schiphol Group Supervisory Board and be proposed to become a member of the audit committee of the Supervisory Board;


—Schiphol Group’s CEO and its CFO would be appointed to the Aeroports de Paris Board of Directors and Schiphol Group’s CEO would be proposed to become a member of the strategy committee of the Board.

  * Aéroports de Paris would acquire 8% of Schiphol Group share capital through a reserved capital increase, representing a total investment of €370 million.
  * Schiphol Group would acquire 8% of Aéroports de Paris share capital from the French State at a price of €67 per share, representing a total investment of €530 million.
  * Aéroports de Paris and Schiphol Group expect the transaction to be EPS accretive for both companies, respectively from 2009 and 2010 onwards.

Mr. Pierre Graff, Chairman and CEO of Aéroports de Paris, stated: “This cooperation represents a breakthrough transaction in our industry and a unique opportunity to improve our operations and our competitiveness in the new worldwide airport landscape. The acquisition of 8% of Schiphol Group’s share capital is an attractive investment in a best-in-class airport. This acquisition and our future cooperation with Schiphol Group will bring great value to our shareholders, customers and employees.”

Mr. Gerlach Cerfontaine, President and CEO of Schiphol Group, stated: “This collaborative venture signifies an important strategic choice for the dual-hub system in the consolidation process that is taking place in the global aviation industry. It gives Aéroports de Paris and Schiphol Group the edge over other airports and creates a leading network of connections for European and worldwide transfer travelers. This move is certain to improve our competitiveness, as well as that of SkyTeam, relative to our competitors in Europe and the Middle East. In addition, the strengthening of quality of the services and our principal airport processes will offer advantages to all users of our airports - airlines and passengers alike.”
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