Santiago Chile, may 09th, 2012
Effectiveness of the Form F-4
Fernando Coloma Correa - Superintendent
Office of the Superintendent of Securities and Insurance (Superintendencia de Valores y Seguros)
Av. Libertador Bernardo O·Higgins 1449
As established in Article 9 and in Article 10, part 2, of the Securities Market Law (Ley de Mercado de Valores), and in General Regulation 30, (la Norma de Carácter General N° 30), duly empowered, I hereby report the following ESSENTIAL FACT regarding LAN Airlines S.A. (“LAN”), Securities Registry N° 306:
- On January 18, 2011, LAN, Costa Verde Aeron´utica S.A., Inversiones Mineras del Cantábrico S.A., TAM S.A. (“TAM”), TAM Empreendimentos e Participações S.A., and Messrs. Maria Cláudia Oliveira Amaro, Maurício Rolim Amaro, Noemy Almeida Oliveira Amaro, and João Francisco Amaro signed contracts written in the English language, referred to as (a) Implementation Agreement, and (b) Exchange Offer Agreement (the “Executed Contracts”, including subsequent amendments thereto) containing the definitive terms and conditions for the proposed combination of LAN and TAM.
- On December 21, 2011, shareholders′ meetings were held authorizing the merger of LAN with the companies Sister Holdco S.A. (“Sister Holdco”) and Holdco II S.A. (“Holdco II”), two companies incorporated specifically for the purposes of the proposed combination of LAN and TAM. If Holdco II successfully completes the first-step exchange offer for TAM shares (including those represented by TAM ADSs) contemplated by the Executed Contracts, each of Sister Holdco and Holdco II will merge with and into LAN (the “Mergers”) and LAN will be the surviving company of each Merger. Prior to the Mergers, Sister Holdco will hold TAM shares contributed by the controlling shareholders of TAM and Holdco II will hold TAM shares and TAM ADSs acquired in the exchange offer.
- In accordance with the steps set forth in the Executed Contracts:
- Holdco II and LAN filed with the United States of America (“USA”) securities authority, the Securities and Exchange Commission (the “SEC”), the registration statement under the US Securities Act of 1933 referred to as the Registration Statement on Form F-4 (Registration N° 333-177984) (“Form F-4”) regarding the Exchange Offer and Merger in order to register the offer and sale of the Holdco II shares to be issued in the Exchange Offer and the LAN shares to be issued in the Mergers (in the form of American Depositary Receipts – ADRs) to US shareholders of TAM.
- The Form F-4 contains an offer to exchange/prospectus which sets forth the terms and conditions of the Exchange Offer and Mergers which will be mailed to US shareholders of TAM
- The Form F-4 can be found in the websites www.lan.com, www.tam.com.br, www.latamairlines.com, and www.sec.gov.
- On May 7, 2012, Holdco II and LAN filed a request with the SEC to accelerate the effectiveness of the Form F-4 to 10:00 a.m., New York time, on May 9, 2012.
- At 10:00 a.m., New York time, on May 9, 2012, the SEC declared the Form F-4 effective, which will permit Holdco II and LAN to commence the Exchange Offer in the USA.
- As previously informed by Essential Fact dated May 7, 2012, on that date the securities authorities and the stock exchange of the Federative Republic of Brazil (“Brazil”) provided their authorization for the corresponding registration of the Exchange Offer in Brazil. The Exchange Offer, according to the applicable regulations in Brazil, must be launched in Brazil within 10 days following the registration date and will be launched simultaneously in the USA.
This represents another important milestone in the implementation of the proposed combination process between LAN and TAM, which is expected to be completed within the first half of 2012.
Alejandro de la Fuente Goic
LAN Airlines S.A.