The Irish Government has agreed to sell all but one of its shares in Aer Lingus to the International Airlines Group (IAG) for €335 million. Paschal Donohoe TD, Minister for Transport, Tourism and Sport, said that the matter would be put to the Dail today (Wednesday 27th May) and that the sale proceeds would be used for a new connectivity fund under the State’s Strategic Investment Fund.
A Recommended Cash Offer subsequently issued by IAG stated: “The board of International Consolidated Airlines Group, S.A. (IAG) and the independent directors of Aer Lingus Group plc (Aer Lingus) are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by AERL Holding Limited (AERL Holding), a wholly-owned subsidiary of IAG, for the entire issued and to be issued ordinary share capital of Aer Lingus.
“Aer Lingus Shareholders will receive €2.55 in cash for each Aer Lingus Share, comprising a cash payment of €2.50 per Aer Lingus Share and the payment of a cash dividend of €0.05 per Aer Lingus Share (payable on 29 May 2015 to Aer Lingus Shareholders on the register of members on 1 May 2015). The transaction values Aer Lingus’ entire issued and to be issued ordinary share capital at approximately €1.4 billion and the terms of the transaction represent a premium of approximately 40.1% to the closing price of €1.82 per Aer Lingus Share on 17 December 2014 (being the last dealing day prior to the commencement of the offer period) and 76.5% to the volume weighted average price of €1.44 per Aer Lingus Share for the six month period ended 17 December 2014…
“IAG has agreed the basis for legally binding commitments with the Government of Ireland which ensure that Aer Lingus will continue to hold its existing slots at London Heathrow; Aer Lingus will operate (i) its current daily winter and summer scheduled frequencies between London Heathrow and Dublin, Cork and Shannon for at least seven years post-acquisition, and (ii) in the first five years post-acquisition, its other London Heathrow slots on routes to/from airports on the island of Ireland; and Aer Lingus will operate all of its scheduled international air transport passenger services under the Aer Lingus brand, and maintain Aer Lingus as its registered name and its head office and place of incorporation in the Republic of Ireland, in each case unless otherwise agreed by the Minister for Finance of Ireland.”
IAG Chief Executive
Willie Walsh, IAG Chief Executive, said: “Aer Lingus, Ireland and IAG would all benefit from this deal. Aer Lingus would maintain control of its brand and operation while gaining strength as part of a profitable and sustainable airline group in an industry that’s consolidating. Ireland’s vital air links to Europe and North America would be enhanced, creating new jobs, with cast-iron guarantees on ownership of Aer Lingus’ Heathrow slots and their use on flights to Dublin, Cork and Shannon.
“Acquiring Aer Lingus would add a fourth competitive, cost-effective airline to IAG, enabling us to develop our network using Dublin as a hub between the UK, continental Europe and North America, generating additional financial value for our shareholders.”
Aer Lingus Chairman
Colm Barrington, Aer Lingus Chairman, said: “This is a compelling transaction for Aer Lingus, its shareholders, its employees, its customers and for Ireland. Shareholders will realise an attractive return through the premium that the IAG offer provides over the level of our share price immediately prior to the announcement of IAG’s offer. The company will reap the commercial and strategic benefits of being part of the much larger and globally diverse IAG Group and as a member of the Oneworld alliance of 17 airlines that together carry over 500 million passengers.
“This access to greater global scale will accelerate growth across our network, enhance Ireland’s position as a natural gateway connecting Europe and North America, give Irish tourism access to major traffic flows and customer loyalty programmes and provide better access for business interests and to cargo flows. This in turn will lead to an increase in jobs at Aer Lingus, in support activities and the tourism sector and, importantly, will strengthen connectivity to and from Ireland.”
Aer Lingus Chief Executive
Prior to the Cabinet decision, Stephen Kavanagh, Aer Lingus Chief Executive, had written to the Minister stating: “I refer to the query that I received this morning following your meeting with trade unions representing staff in Aer Lingus and would like to take the opportunity to clarify the Aer Lingus position.
“Aer Lingus’ strong preference is to utilise direct labour wherever this can be done efficiently and effectively. We have consistently demonstrated an ability to achieve this goal. In addition, our clear preference, and practice over many years, is to restructure only as required and in a way that avoids compulsory redundancies.
“Furthermore, we confirm that the use of Irish crew bases is Aer Lingus’ model today and will remain our preferred operating model provided that Aer Lingus continues to be competitive and efficient (as it is today).
“We believe that the collective agreements that we currently have provide flexibility and mobility across our workforce without unduly restricting other possible approaches. Having clear registered employment agreements that safeguard the respective interests of employees and the company is mutually beneficial. In this regard we have committed to expanding the scope of these registered employment agreements where appropriate to include staff groups not covered by the current agreements.
“The IAG model is that all employment and union relations issues are strictly the responsibility of the operating companies within the IAG Group. As such Aer Lingus will engage in a process of consultation governed by agreed structures with our staff and their representatives when any restructuring is required and we do not foresee a likelihood of either compulsory redundancy or non-direct employment.
“Finally, I would like to emphasise that the IAG proposal brings a significant opportunity for growth that is in both the interests of employees and the company.”
DAA Chief Executive
Kevin Toland, DAA Chief Executive, said: “We believe that this transaction, should it be completed, offers significant potential benefits for both Dublin Airport and Cork Airport.
“Dublin Airport is already becoming a significant hub for transatlantic travel and this market segment would be further strengthened with IAG as the owner of Aer Lingus. This should enable additional long-haul connections and frequencies into Dublin’s existing transatlantic hub.”
Shannon Group Chairman
Rose Hynes, Chairman of Shannon Group plc, said: “This decision paves the way for IAG to take over Aer Lingus. It’s good news; it’s a positive opportunity for Ireland, will safeguard the Shannon Heathrow connectivity for seven years and it opens the door to further growth at Shannon.
“This year we celebrate 70 years of transatlantic flights through Shannon and this decision is the latest proof of Ireland’s strategic location as a transatlantic gateway for Europe.
“An IAG takeover of Aer Lingus opens a new era, not just for Aer Lingus but also for Shannon Airport and the region. Aer Lingus already operates successful US, UK and European routes from Shannon, and indeed only last week the airline announced a 20% increase in seat capacity on the popular Shannon-Heathrow route, adding to a new Aer Lingus Regional flight to Birmingham commencing on 18th June. We are delighted that IAG has committed not only to sustain and strengthen Shannon’s existing Aer Lingus services after the takeover but also to pursue further growth opportunities from Shannon to North America.
“Shannon is one of only two airports in Europe to offer the convenience of US CBP Passenger Pre-clearance. Not only that, we’re the only airport on the entire western seaboard with services to Heathrow, and we’re the gateway from the USA to the Wild Atlantic Way and to the west and south of Ireland, so we have a very significant market opportunity to explore with IAG.
“We look forward to the conclusion of this deal and to working directly with IAG and Aer Lingus to further increase passenger numbers at Shannon and offer more choice to the region.”
Neil Pakey, Shannon Group Chief Executive, added: “IAG already owns British Airways, one of the largest airlines in the world and already a valued Shannon customer, as well as Iberia and Vueling. Shannon is well placed strategically to benefit from this deal and we look forward to continuing to work with IAG and with the Aer Lingus management team led by Stephen Kavanagh, as we develop and grow Shannon in the years ahead.”