BA: Merger plan signed
29-Jun-2010 Following the merger agreement signed on April 8 2010, BA Holdco SA (a new Spanish company formed on behalf British Airways Plc), Iberia, Líneas Aéreas de España, S.A. and International Consolidated Airlines Group S.A. (IAG) have today signed a merger plan document which is required under Spanish law to implement the merger between British Airways and Iberia.
As previously announced, the merger will be implemented through the creation of a new holding company IAG. The merger plan details the legal steps that are required once the merger has been approved by shareholders. The principal steps are as follows:
Iberia will hive down its assets and liabilities to a new operating subsidiary which will continue to operate its business.
BA Holdco will be inserted above British Airways by means of a UK court approved scheme of arrangement
Iberia and BA Holdco will merge with IAG via a Spanish law merger. Shareholders of British Airways and Iberia will receive shares in IAG which will then become the owner of the two airlines.
Signing the merger plan is a necessary first step towards implementing the merger which remains conditional on approval by British Airways and Iberia shareholders.
The merger timetable remains unchanged. It is expected that both airlines will hold shareholder meetings to approve the transaction in November 2010 with completion expected to occur approximately one month later. Completion of the merger remains subject to regulatory approval from the European Commission. It is also conditional on the UK Pensions Regulator not challenging the pension recovery plan agreed between British Airways and its pension trustees and approval of that plan by Iberia before September 30, 2010.