Lufthansa board approves Austrian purchase

The Supervisory Board of Deutsche Lufthansa AG has approved a bid to purchase up to 100 per cent of the shares in Austrian Airlines. Lufthansa will initially acquire the 41.56 per cent share in Austrian Airlines AG held by ?-sterreichische Industrieholding AG (?-IAG). This share package is to be acquired at a price of EUR 366,000.

In addition to this, a debtor warrant will be arranged, of which Lufthansa will pay a sum of up to EUR 163m depending on Austrian Airlines’ economic performance and the Lufthansa share outperforming its competitors.

In the course of the period specified by Austrian takeover law, Lufthansa will also make a public takeover bid to Austrian Airlines’ free float shareholders. The company is applying to the Austrian Takeover Commission for an extension of the notification period to the longest permissible time. The bid price will correspond to the average weighted market price of the Austrian Airlines share over the six months preceding this announcement. Subject to an examination by the Takeover Commission, this figure will be EUR 4.44 per share. In total, some EUR 215m will be offered to private and institutional free float shareholders as part of the takeover bid.

Wolfgang Mayrhuber, Chief Executive Officer Lufthansa Group, said: “Gaining the support of our Supervisory Board for the acquisition of Austrian Airlines is an important step which paves the way for ?-IAG, the government in Vienna and the European Commission to make their decisions following due consideration of the transaction. Our bid is fair. It takes the interests of all those concerned into account and shares the encumbrances and risks fairly. The consequences of the financial markets crisis and its effects on the real economy also have a major impact on the aviation industry. Structural changes increase the likelihood of Lufthansa and Austrian Airlines sharing a brighter future.”

The ?-IAG Supervisory Board meeting to approve the proposed transaction is to be held on 5 December 2008. The parties then intend to sign the appropriate contracts.

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Execution of these contracts is subject, inter alia, to the conditions precedent of anti-trust approval and the approval of a EUR 500m restructuring grant to be made by the Republic of Austria, both of which must be granted by the European Commission. Furthermore, Lufthansa must hold 75 per cent of the shares in Austrian Airlines - including those transferred by ?-IAG - after the end of the regular acceptance period for the public takeover bid.
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