-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ud8cSBM5KYSJLuljkuigO7T4j7TjkSwyF/Vr5/rhNJTPwjPweOicbLD7Y4sljgm6 ShQWlrLymZKrL0tTtnEf4A== 0001144204-10-045349.txt : 20100818 0001144204-10-045349.hdr.sgml : 20100818 20100818145846 ACCESSION NUMBER: 0001144204-10-045349 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100818 DATE AS OF CHANGE: 20100818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAM S.A. CENTRAL INDEX KEY: 0001353691 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-131938 FILM NUMBER: 101025432 BUSINESS ADDRESS: STREET 1: AV. JURANDIR, N. 856, LOTE 4 CITY: SAO PAULO - SP STATE: D5 ZIP: 04072-000 BUSINESS PHONE: 551155828817 MAIL ADDRESS: STREET 1: AV. JURANDIR, N. 856, LOTE 4 CITY: SAO PAULO - SP STATE: D5 ZIP: 04072-000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lan Airlines SA CENTRAL INDEX KEY: 0001047716 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: AVENIDA AMERICO VESPUCIO STREET 2: SUR NO 901 RENCA CITY: SANTIAGO DE CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5625652525 MAIL ADDRESS: STREET 1: AV AMERICO VESPUCIO SUR 901 STREET 2: PISO RENCA CITY: SANTIAGO STATE: F3 ZIP: 999999999 FORMER COMPANY: FORMER CONFORMED NAME: LAN CHILE SA DATE OF NAME CHANGE: 19990427 FORMER COMPANY: FORMER CONFORMED NAME: CHILEAN AIRLINE SA LANCHILE DATE OF NAME CHANGE: 19971010 425 1 v194545_425.htm
Filed by Lan Airlines S.A.
pursuant to Rule 425 under the
Securities Act of 1933, as amended.

Subject of the offer: TAM S.A.
(Commission File No.: 1-32826)

Dear Valued Customer

We are excited to announce an agreement to combine* with TAM to create a new world-class Latin American airline group, called LATAM Airlines Group S.A.

TAM Airlines is currently the largest airline in Brazil. Together we would have the ability to provide better service to our customers in our region and around the world.

This decision was part of our strategy to participate in the consolidation process of the airline sector and would mark the history of the Latin-American civil aviation.

Our complementary networks were a natural fit. You would have more flight options and a better travel experience. Together we would serve over 115 destinations in 23 countries around the world, including destinations in Europe, Asia and North America. However, TAM and LAN will continue to operate under their existing operating certificates & brands, and you can expect to continue using all existing reservations and tickets as planned. LANPASS frequent flyer program will continue to operate the same and we are committed to finding new ways on how to make it more appealing.

Based on our three year history of partnering on our code-share agreement, along with previous cooperation on maintenance and aircraft purchasing activities, we are confident that we could successfully and seamlessly integrate our companies.

We are excited with the opportunities this partnership offers and sincerely hope to continue this relationship in the years to come.

Sincerely,

Enrique Cueto
CEO LAN

* LAN and TAM have entered into a non-binding MOU that outlines their intentions to combine their holdings under a single parent entity.  The transaction is subject to both parties entering into a binding definitive agreement and satisfaction of conditions, including corporate and shareholder approvals and actions and regulatory approvals.

Note on Forward-Looking Statements
This letter contains forward-looking statements, including with respect to the negotiation, implementation and effects of the proposed combination.  Such statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “would” or other similar expressions.  Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations.  These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them.  Forward-looking statements involve inherent risks and uncertainties.  We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors and uncertainties include in particular those described in the documents we have filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them, whether in light of new information, future events or otherwise.

 
 

ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT:
This letter relates to a proposed business combination between Lan Airlines S.A. (“LAN”) and TAM S.A. (“TAM”), which will become the subject of a registration statement and prospectus to be filed with the SEC by LAN and a new entity to be formed in connection with the combination. This letter is not a substitute for the registration statement, prospectus and offering materials that LAN and the new entity will file with the SEC or any other documents that they may file with the SEC or send to shareholders in connection with the proposed combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, EXCHANGE OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to LAN, through Gisela Escobar Koch, at 56-2-565-3944 or by e-mail at gisela.escobar@lan.com, or to TAM through Jorge Helito, at 55-11-5582-9715 or by e-mail at jorge.helito@tam.com.br.

 
 
-----END PRIVACY-ENHANCED MESSAGE-----