GOL announces the results of the selection of Smiles shareholders for the consideration of the exchange ratio
SÃO PAULO, June 4, 2021 / PRNewswire / – GOL Linhas Aéreas Inteligentes SA (NYSE: GOL and B3: GOLL4), (“GOL” or “Company”), from Brazil largest airline, today announces the result of the selection process for the exchange ratio of ordinary shares, by the shareholders of Smiles Fidelidade SA (“Smiles”), following the corporate reorganization of this company, approved at the extraordinary general meeting of Smiles held at the March 24, 2021.
Based on the results of this selection process, GOL achieved the best outcome for its stakeholders by minimizing dilution and self-financing the cash consideration with cash accumulated over time at Smiles. The results of the selection process were as follows:
(i) 44% of the ordinary shares of Smiles will be exchanged, subject to the adjustments provided for in the Protocol and the Rationale, at the rate of 1 ordinary share of Smiles for: (a) a cash payment of R $ 5.11; and (b) 0.6601 preferred share of GOL; and
(ii) 56% of the ordinary shares of Smiles will be exchanged, subject to the adjustments provided for in the Protocol and the Rationale, at the rate of 1 ordinary share of Smiles for: (a) a cash payment of R $ 18.51; and (b) 0.1650 preferred share of GOL.
As a result, GOL will issue 22.4 million GOLL4 PN shares, representing 5.4% of the Company on a fully diluted basis. The dilution of 5.4% is significantly lower than the maximum possible dilution of around 10% if the Smiles shareholders had all chosen to receive the basic exchange parity. Due to the 46% lower dilution based on the selection results, GOL expects the transaction to generate a significant increase in profits.
The total cash consideration to be paid by the Company at the close of the business reorganization of Smiles, expected on 23 june, will be 744 million reais. It is important to note that the outcome of the selection process has preserved GOL’s financial flexibility, and the Company expects to end 2Q21 with approximately 4 billion reais in total liquidity1.
The reinstatement of Smiles, the first loyalty and mileage program in Brazil, to the GOL Group should provide various operational, financial and fiscal synergies that were not achievable as separate companies, and are expected to exceed 400 million reais per year. This will be achieved mainly through improved revenue management, more dynamic management of head office inventory, unification of marketing initiatives, optimization of performance management and tax savings. In addition, the Company believes that the reinstatement positions the combined entity to maximize value in the post-Covid-19 operating environment by increasing market competitiveness and generating cash flow.
“We welcome Smiles shareholders to the GOL Group and underline our long-standing commitment to all of our stakeholders to create value. We are optimistic that the synergies of this corporate reorganization, and the resulting benefits for our shareholders, will be realized in GOL also recently shared its outlook for the second half of 2021 as we expect to benefit from a rebound in the travel request from Brazil The national immunization program is progressing, ”said Paulo Kakinoff, CEO.
(1) Cash and cash equivalents, restricted cash, accounts receivable and deposits.
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About GOL Linhas Aéreas Inteligentes SA
GOL serves more than 36 million passengers per year. With from Brazil larger network, GOL offers its customers more than 750 daily flights to more than 100 destinations in Brazil and in South America, the Caribbean and United States. GOLLOGS freight transport and logistics activities serve more than 3,400 Brazilian municipalities and more than 200 international destinations in 95 countries. SMILE enables more than 16 million registered customers to accumulate miles and redeem tickets to more than 700 destinations around the world on the GOL partner network. Based in São Paulo, GOL has a team of approximately 14,000 highly skilled aviation professionals and operates a fleet of 127 Boeing 737s, delivering from Brazil Optimal punctuality performance and an industry-leading 20-year safety record. GOL has invested billions of Reais in facilities, products, services and technologies to improve the customer experience in the air and on the ground. GOL shares are traded on the NYSE (GOL) and the B3 (GOLL4). For more information, visit www.voegol.com.br/ir.
The information contained in this press release has not been subject to any independent audit or review and contains “forward-looking” statements, estimates and projections that relate to future events, which are, by their nature, subject to significant risks and uncertainties. All statements other than statements of historical fact contained in this press release, including, without limitation, those concerning GOL’s future financial condition and operating results, strategy, plans, objectives, goals and targets, future developments in the markets in which GOL operates or is seeking to operate, and all statements preceded, followed by or which include the words “believe”, “expect”, “aim”, “Intention”, “will”, “power”, “project”, “estimate”, anticipate “,” predict “,” seek “,” should “or similar words or expressions, are forward-looking statements. futures mentioned in these forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors, many of which are beyond the control of GOL, which may cause actual results, performance or events to be materially different from those expressed or implied in these statements. These forward-looking statements are based on numerous assumptions about GOL’s present and future business strategies and the environment in which GOL will operate in the future and are not guarantees of future performance. These forward-looking statements speak only as of the date on which they are made. Neither GOL nor any of its affiliates, officers, directors, employees and agents assumes any duty or obligation to update or revise forward-looking statements, whether as a result of new information, future events. or otherwise, except to the extent required by law. None of GOL or its affiliates, officers, directors, employees, professional advisers or agents makes any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be considered the most probable or standard scenario. Although GOL believes that the estimates and projections contained in these forward-looking statements are reasonable, they may prove to be materially incorrect and actual results may differ materially. Therefore, you should not rely on these forward-looking statements.
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SOURCE GOL Linhas Aéreas Inteligentes SA