Acts to acquire majority stake in Aeroman
December 4, 2006
MONTRÉAL - ACE Aviation Holdings Inc. (ACE) announced today that its wholly owned subsidiary ACTS LP (ACTS) and Grupo TACA Holdings Limited (Grupo TACA) of El Salvador have entered into an agreement for ACTS to acquire 80 per cent of Grupo TACA's aircraft maintenance division, Aeromantenimiento, S.A (Aeroman). The acquisition is expected to close during the first quarter of 2007, subject to customary closing conditions.
Total consideration will consist of cash and a right to acquire an equity stake in ACTS. The cash component of US$44.7 million will be funded by ACTS from ACE's available cash resources. The size of the equity stake will be confirmed at the time of the monetization of ACTS and is expected to represent less than 7 per cent of the total equity of ACTS. Following the monetization, Roberto Kriete, Chairman and President of Grupo TACA, will be joining the board of ACTS.
"This acquisition is in line with ACE's strategy to generate shareholder value by furthering the development of ACTS as a stand-alone, profitable entity," said Robert Milton, Chairman, President and Chief Executive Officer of ACE. "We welcome Roberto Kriete to the ACTS Board. I am confident that his experience and success in growing a profitable aviation group in Central America will be invaluable to ACTS in the coming years. This transaction is an important component in realizing ACE shareholder value as it will be accretive and enhance the attractiveness of ACTS to outside investors as we continue the monetization process of ACTS as previously announced."
"This transaction will strengthen ACTS's capabilities, position us for growth and provide access to new customers. This is a key step in establishing ACTS as a leading MRO organization in the Americas," said Chahram Bolouri, ACTS President and Chief Executive Officer.
Aeroman is a high-performance, world-class organization which will complement ACTS. It has a solid track record for delivery of quality services combined with a strong financial performance, a proven management team and a stable customer base. Aeroman recently reached the 500 heavy maintenance checks mark, attesting to the company's leadership in the region in terms of quality, reliability and cost-effectiveness. Aeroman is also advantageously located in Central America, allowing it to service narrow-body aircraft from both North and South America.
"We are very pleased to have ACTS join us as a strategic investor in an operation that leverages Aeroman's competitive strengths and facilitates its growth strategy, as well as contributing to El Salvador's efforts to attract future foreign investments," said Roberto Kriete. "We are proud that Aeroman, with its high standards and competitive quality, raised investment interest from an experienced, total solutions MRO provider such as ACTS."
J.P. Morgan Securities Inc. acted as the exclusive financial advisor to ACE and ACTS for this transaction.
About ACE Aviation Holdings
ACE is a holding company of various aviation interests including Air Canada, Aeroplan Limited Partnership, Jazz Air LP and ACTS LP.
About ACTS
Montreal-based ACTS, a wholly-owned subsidiary of ACE Aviation Holdings, is a full-service maintenance, repair and overhaul (MRO) organization that provides airframe, engine and component maintenance and various ancillary services. It services more than 100 global customers, including Air Canada, Delta Air Lines, the Department of National Defense of Canada, JetBlue, and Air Transat. ACTS operates maintenance centres across Canada with a combined workforce of 3,800 employees and major bases in Montreal, Toronto, Winnipeg and Vancouver.
About Aeroman
Aeroman of El Salvador has been providing world-class heavy maintenance repairs, engine accessory replacement and inspections for over 20 years. It employs a workforce of about 1,000 with all technical personnel being FAA and EASA certified. Aeroman has ISO 9001:2000 certification with a high reputation of quality and customer service. It is a founding member of the Airbus MRO Network. Its major clients include Grupo TACA, JetBlue and US Airways.
Certain statements in this news release may contain forward-looking statements. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such statements may involve but are not limited to comments with respect to strategies, expectations, planned operations or future actions. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to differ materially from those expressed in the forward-looking statements. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, energy prices, general industry, market and economic conditions, war, terrorist attacks, changes in demand due to the seasonal nature of the business, the ability to reduce operating costs and employee counts, employee relations, labour negotiations or disputes, restructuring, pension issues, currency exchange and interest rates, changes in laws, adverse regulatory developments or proceedings, pending and future litigation and actions by third parties as well as the factors identified throughout ACE's filings with securities regulators in Canada and the United States and, in particular, those identified in the Risk Factors section to ACE's 2005 MD&A dated February 9, 2006. The forward-looking statements contained herein represent ACE's expectations as of the date they are made and are subject to change after such date. However, ACE disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
Contacts:
| Isabelle Arthur (Montréal) | 514 422-5788 |
| Peter Fitzpatrick (Toronto) | 416 263-5576 |
| Angela Mah (Vancouver) | 604 270-5741 |