SÃO PAULO, Dec. 9, 2019
/PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. ("GOL"
or "Company"), (NYSE: GOL and B3: GOLL4), Brazil's #1 domestic airline, hereby informs
that, on the date hereof, jointly with Gol Linhas Aéreas S.A.
("GLA"), it sent a letter ("Letter") to Smiles Fidelidade S.A. (B3:
SMLS3) ("SMILES" and, jointly with GOL and GLA, the "Group")
communicating its proposal for a corporate reorganization of the
Group, to be submitted to SMILES's minority shareholders, as
detailed below ("Reorganization").
The Reorganization will be subject to approval of its terms and
conditions by the majority of the holders of outstanding shares of
SMILES. Therefore, (i) the Reorganization's terms and conditions,
as set out in the Letter and described below, will not be subject
to negotiation with SMILES's management and (ii) an independent
special committee of SMILES will not be established, as provided in
CVM Opinion (Parecer de Orientação) No. 35/2008. GOL also
informs that it does not intend to migrate its shares to the
Novo Mercado listing segment of the B3 S.A. – Brasil,
Bolsa, Balcão, on which SMILES common shares trade, and,
therefore, the Reorganization will also be subject to approval by
SMILES's minority shareholders as provided in the sole paragraph of
article 46 of the Novo Mercado's Regulation.
The Reorganization, once implemented, will result in the
migration of SMILES's shareholder base to GOL. In accordance with
the Reorganization's proposed terms, each common share of SMILES
will be entitled, at the end of the Reorganization, to: (a) 0.6319
preferred shares of GOL ("GOL Preferred Shares") and R$16.54 (based on the redemption amount of
redeemable preferred shares, as described below) ("Base Swap
Ratio"); or, alternatively, (b) 0.4213 GOL Preferred Shares and
R$24.80 (based on the redemption
amount of redeemable preferred shares), at the discretion of
SMILES's shareholders which, in that case, shall exercise the
option described in item 3 below ("Optional Swap Ratio").
The Reorganization includes the following steps, which will be
implemented simultaneously and interdependently:
(i) merger of SMILES common shares by GLA, with GLA's
issuance of common shares ("GLA Common Shares") and redeemable
preferred shares ("GLA Redeemable Preferred Shares") to SMILES
shareholders, as described below ("Merger of SMILES Shares");
(ii) merger of GLA shares by GOL, with GOL's issuance of
GOL Preferred Shares and redeemable preferred shares ("GOL
Redeemable Preferred Shares") to GLA shareholders, as described
below ("Merger of GLA Shares"); and
(iii) redemption of GLA Redeemable Preferred Shares and
GOL Redeemable Preferred Shares, with payment in cash based on the
redemption of GOL Redeemable Preferred Shares to SMILES
shareholders to be made on the settlement date of the
Reorganization.
This material fact notice does not constitute an offer to sell,
buy or exchange, or a solicitation of an offer to sell, buy or
exchange, any security described herein, and no offer, sale,
purchase or exchange of any such security will occur in any
jurisdiction in which such offer, sale, purchase or exchange would
be unlawful without prior registration or exemption pursuant to the
applicable securities laws of such jurisdiction. In particular, any
offer, sale, purchase or exchange will be made pursuant to
registration under the U.S. Securities Act of 1933 ("Securities
Act") or pursuant to an exemption from registration or a
transaction not subject to the registration requirements of the
Securities Act.
The full material fact can be found on GOL's IR website:
www.voegol.com.br/ir
CONFERENCE CALL AND WEBCAST
Call: December 9, 2019,
7:30 a.m. (US EDT), Phone: +1 (412)
317-6382, Code: GOL
Webcast:
http://webcastlite.mziq.com/cover.html?webcastId=07681198-8d6a-4543-8dd4-0b0aa4fc0821
Contact: Investor Relations: ri@voegol.com.br, +55 (11)
2128-4700
Media Relations: Becky Nye,
bnye@montiethco.com, +1 646 864 3517
About GOL Linhas Aéreas Inteligentes S.A.
(www.voegol.com.br): Brazil's
premier airline group with three main businesses: passenger
transportation, cargo transportation and coalition loyalty
program.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.