Filed by TAM S.A.
pursuant to Rule 425 under the
Securities Act of 1933, as amended.

Subject of the offer: TAM S.A.
(Commission File No.: 333-177984)

TAM's shareholders approve unanimously of the exchange ratio of shares with LAN

São Paulo, January 3rd, 2011 - (BM&F BOVESPA: TAMM4/NYSE: TAM) - In a shareholders´ meeting held today (3), the shareholders of TAM S.A. chosed in accordance with section 10.1 of the Corporate Governance Rules  Level 2 of BM&FBOVESPA, to approve the appraisal report of Banco Bradesco BBI S.A., which indicates the values of TAM S.A. and of LAN Airlines S.A., parameters that will serve as basis for the exchange ratio of shares between the two companies. With this choice,  a public exchange offer of shares might be launched for cancellation of registration as a public company, observing the exchange ratio of 0.9 LAN BRD for each TAM share. The decision was unanimous, and were represented 14.95% of the free float of TAM. 

Given the above, the period of 15 days mentioned in § 1 of Art. 4-A of the Brazilian Corporate Law and in section I and § 1 of Art. 24 of CVM Instruction 361, for the revision of the offer price, will begin the day after the date of publication of this press release and will expire on January 18, 2012.

This is an important step in the process, which will result in the creation of LATAM Airlines Group.  The companies to complete this process until the end of the first quarter of 2012.

Contacts

Investor Relations:   Marco Antonio Bologna (CEO TAM S.A) Líbano Miranda Barroso (CEO TAM Linhas Aéreas and Director of Investor Relations for TAM S.A) Jorge Bonduki Helito (IR Manager) Suzana Michelin Ramos (IR)   Phone: (11) 5582-9715 Fax: (11) 5582-8149 invest@tam.com.br www.tam.com.br/ri
Media Relations:   Phone: (55) (11) 5582-9748/7441/7442/8795 Mobile. (55) (11) 8644-0128 tamimprensa@tam.com.br www.taminforma.com.br   About TAM: (www.tam.com.br) We operate direct flights to 43 destinations in Brazil and 19 in Latin America,United States and Europe. Through agreements with Brazilian and foreign airlines, we reach 92 Brazilian airports and 92 international destinations. Our share in the domestic market was of 39.6% in October; additionally, we are the leader among Brazilian airlines that operate routes to other countries, with 88.5% of market share in this segment. With the biggest fleet of passenger aircrafts in Brazil (156 aircraft), we tend to our clients with the Spirit to Serve and aim at making air trips increasingly accessible to the population. We are the pioneer Brazilian airline in the launch of a fidelity program; TAM Fidelidade has distributed 18 million tickets via point redemption and is part of the Multiplus network, currently with 8.9 million associates. Member of Star Alliance -- the biggest airline alliance in the world since May 2010, we integrate a network that encompasses 1,290 destinations in 189 countries.

About LAN LAN Airlines is one of the leading passenger and cargo airlines in Latin America. The company and its affiliates serve over 100 destinations around the world through an extensive network that offers full connectivity within Latin America, while also linking the region with North America, Europe and the South Pacific, as well as 70additional international destinations through its various code share agreements. LAN Airlines and its affiliates have a leading position in their respective domestic markets of Chile and Peru as well as an important presence in the Argentinean, Ecuadorian and Colombian domestic markets.

Currently, LAN Airlines and its affiliates operate 134 passenger aircraft while LAN Cargo and its respective affiliates have a fleet of 14 dedicated freighters. The Company has one of the youngest fleets in the world which has meant greater efficiency and a significant reduction in CO2 emissions, reflecting its strong commitment to the protection of the environment. LAN is one of the few Investment Grade airlines in the world (BBB). The company’s world class quality standards enabled its membership in oneworld™, an alliance of leading global airlines of which LAN has been a member for 10 years. For more information please visit www.lan.comor www.oneworldalliance.com

Forward-Looking Statements This website 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 press release 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 press release 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 Investor Relations, at 56-2-565-8785 or by e-mail at investor.relations@lan.com, or to TAM Investor Relations, at 55-11-5582-9715 or by e-mail at invest@tam.com.br.