===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 14D-1
Tender Offer Statement pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT No. 1)
-----------------------
Indigo Aviation AB
(Name of Issuer)
AerFi Group plc
AerFi Sverige AB
(Bidders)
-----------------------
American Depositary Shares each
representing one Ordinary Share, SEK 3.14 Nominal Value
(Title of Class of Securities)
-----------------------
45567P104
(CUSIP Number of Class of Securities)
-----------------------
Rose Hynes, Esquire
General Counsel
AerFi Group Plc
Aviation House
Shannon, Ireland
011-353-61-360-000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
-----------------------
With Copies to:
Thomas J. Reid, Esquire
Davis Polk & Wardwell
1 Frederick's Place
London, EC2R 8AB
England
011-44-171-418-1300
CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation* Amount of Filing Fee**
- -------------------------------------------------------------------------------
$40,023,360 $8,004.67
===============================================================================
* Calculated by multiplying $13.00, the per share tender offer price, by
3,078,720, which represents (i) the number of ordinary shares outstanding
on November 11, 1999 (ii) minus the ordinary shares exchanged by certain
shareholders pursuant to a separate share exchange agreement with AerFi
Group plc (iii) minus the ordinary shares sold by certain shareholders
pursuant to a share purchase agreement with AerFi Sverige AB.
** Calculated as 1/50 of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $8,004.67 Filing party: AerFi Group plc, AerFi Sverige AB
Form or registration no.: Schedule 14D-1 Date filed: November 17, 1999
</TABLE>
<PAGE>
This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
amends and supplements the Schedule 14D-1 filed on November 17, 1999, by (i)
AerFi Group Plc or AerFi, an Irish limited liability company, and (ii) AerFi
Sverige AB or AerFi Sverige, a Swedish corporation and an indirectly,
wholly-owned subsidiary of AerFi, in respect of the offer by AerFi Sverige to
purchase all of the issued and outstanding ordinary shares (the "Shares"), SEK
3.14 nominal value per share, and (without duplication) the American depositary
shares each representing one ordinary share of Indigo Aviation AB or Indigo, a
Swedish corporation, at a price of $13.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the offer to purchase
dated November 17, 1999 and in the related letter of transmittal (which
together constitute the offer). The offer is not being made with respect to
72.7% of Indigo's issued and outstanding shares which are owned by certain
shareholders of Indigo who have agreed to exchange/sell those shares to AerFi
and AerFi Sverige in separate transactions under a share exchange agreement and
a share purchase agreement.
AerFi and AerFi Sverige hereby amend and supplement the Schedule 14D-1 as
follows:
Item 11. Material to Be Filed as Exhibits
Item 11. is hereby amended and supplemented by the following:
(a)(1) Revised Offer to Purchase dated November 17, 1999
2
<PAGE>
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 10, 1999
AERFI GROUP PLC
By: /s/ Patrick Blaney
------------------------------------
Name: Patrick Blaney
Title: Chief Executive Officer
AERFI SVERIGE AB
By: /s/ John Redmond
------------------------------------
Name: John Redmond
Title: Director
3
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
(a)(1) Revised Offer to Purchase dated November 17, 1999
Exhibit (a)(1)
Offer to Purchase for Cash
All Outstanding Ordinary Shares and
American Depositary Shares
of
Indigo Aviation AB
at
$13.00 Net per Share
by
AerFi Sverige AB,
an indirect, wholly-owned subsidiary of
AerFi Group plc
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY DECEMBER 15, 1999, UNLESS EXTENDED.
INDIGO'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE COMBINATION
AGREEMENT AND DETERMINED THAT THE COMBINATION AGREEMENT AND THE OFFER ARE FAIR
TO YOU AND IN YOUR BEST INTEREST. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU
ACCEPT THE OFFER AND TENDER YOUR SHARES UNDER THE OFFER.
Bear Stearns & Co. Inc. has delivered to Indigo's board of directors its
written opinion that, as of the date of the opinion and based on and subject to
the assumptions and qualifications stated in the opinion, the consideration to
be paid in the offer is fair, from a financial point of view, to the holders of
Indigo shares, other than Indigo's controlling shareholders.
IMPORTANT
You may tender all or any portion of your Indigo shares by:
o completing and signing the letter of transmittal that accompanies this
document according to the instructions in the letter of transmittal,
having your signature guaranteed if required by Instruction 1 to the
letter of transmittal, and mailing or delivering the letter of
transmittal together with the Indigo share certificates and any other
required documents to the depositary at the address set forth on the
back cover;
o tendering your Indigo shares according to the procedure for book-entry
transfer described in "The Tender Offer --Procedures for Accepting the
Offer and Tendering Shares"; or
o asking your broker, dealer, commercial bank, trust company or other
nominee to tender your shares for you.
If your Indigo shares are registered in the name of a broker, dealer, bank,
trust company or other nominee you must contact that broker, dealer, bank, trust
company or other nominee if you desire to tender your Indigo shares.
If you desire to tender your Indigo shares and your Indigo share
certificates are not immediately available, or you cannot comply with the
procedure for book-entry transfer on a timely basis, or you cannot deliver all
required documents to the depositary before the expiration of the offer, you may
tender your Indigo shares by following the procedures for guaranteed delivery
described under the caption "The Tender Offer -- Procedures for Accepting the
Offer and Tendering Shares".
You should direct questions or requests for assistance to the information
agent or the dealer manager at their addresses and telephone numbers listed on
the back cover of this document. You may obtain additional copies of this
document, the letter of transmittal, the notice of guaranteed delivery and other
related materials from the information agent or the dealer manager.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
---------------
The dealer manager for the offer is:
GREENHILL & CO., LLC
November 17, 1999
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION....................................... 1
SPECIAL FACTORS.................................... 3
Background of the Offer........................... 3
Recommendation of Indigo's Board of
Directors; Fairness of the Offer................ 6
Opinion of Financial Advisor to
Indigo's Board of Directors..................... 7
Position of AerFi and AerFi Sverige
Regarding Fairness of the Offer................ 12
Purpose and Structure of the Offer;
Reasons of AerFi for the Offer................. 12
Plans for Indigo after the Offer................. 13
Rights of Shareholders in the Offer.............. 13
The Combination Agreement........................ 14
The Share Exchange Agreement..................... 20
The Share Purchase Agreement..................... 23
The Option Agreement............................. 23
The Registration Rights Agreement................ 23
The Tag-Along Rights Agreement................... 24
Letter Regarding Intention to Tender............. 24
Interests of Certain Persons in the Offer........ 24
THE TENDER OFFER.................................. 28
Terms of the Offer............................... 28
Acceptance for Payment and Payment
for Shares..................................... 29
Procedures for Accepting the Offer
and Tendering Shares........................... 30
Withdrawal Rights................................ 32
United States Federal Income Tax
Consequences................................... 33
Price Range of Shares; Dividends................. 34
Certain Information Concerning Indigo............ 35
Certain Information Concerning AerFi
and AerFi Sverige.............................. 38
Financing of the Offer........................... 41
Dividends and Distributions...................... 42
Certain Effects of the Offer..................... 42
Certain Conditions of the Offer.................. 43
Certain Legal Matters; Regulatory
Approvals...................................... 45
Fees and Expenses................................ 47
Miscellaneous.................................... 48
SCHEDULES
SCHEDULE I -- Directors and Executive
Officers of Indigo.............................. I-1
SCHEDULE II -- Directors and Executive Officer
of AerFi and AerFi Sverige..................... II-1
ANNEX A -- Opinion of Bear Stearns............... A-1
<PAGE>
To the Holders of Indigo Shares:
INTRODUCTION
AerFi Sverige AB or AerFi Sverige, a Swedish corporation, offers to
purchase any and all issued and outstanding ordinary shares nominal value SEK
3.14 per share and, without duplication, the American depositary shares each
representing one ordinary share, of Indigo Aviation AB or Indigo, a Swedish
limited liability company, at a price of $13.00 per Indigo share, net to the
seller in cash. AerFi Sverige is an indirect, wholly-owned subsidiary of AerFi
Group plc or AerFi, an Irish limited liability company. Certain shareholders of
Indigo, the controlling shareholders, who own approximately 72.7% of Indigo's
issued and outstanding shares, have agreed to exchange and/or sell those shares
to AerFi and AerFi Sverige in separate transactions under a share exchange
agreement and/or a share purchase agreement. This offer is made subject to the
terms and conditions listed in this document and in the letter of transmittal.
This document refers (1) to the shares and the American depositary shares
described above collectively as the Indigo shares, (2) to the offer described in
this document, together with any amendments and supplements (including the
letter of transmittal), as the offer, (3) to AerFi Group plc as AerFi, we or us
and (4) to the time when the offer is declared unconditional as the
unconditional time.
You will not be obligated to pay brokerage fees or commissions (except for fees
which may be payable in respect of custodial or other beneficiary accounts) or,
except as otherwise provided in Instruction 6 of the letter of transmittal,
stock transfer taxes on our purchase of Indigo shares under the offer. We will
pay all charges and expenses incurred in connection with the offer of Greenhill
& Co., LLC, the dealer manager for the offer, Bankers Trust Company, the
depositary with respect to the Indigo shares and the offer, and Corporate
Investor Communications, Inc., the information agent for the offer. See "The
Tender Offer -- Fees and Expenses".
INDIGO'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE COMBINATION
AGREEMENT AND DETERMINED THAT THE COMBINATION AGREEMENT AND THE OFFER ARE FAIR
TO YOU AND IN YOUR BEST INTERESTS. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU
ACCEPT THE OFFER AND TENDER YOUR SHARES UNDER THE OFFER.
Indigo has filed with the Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed
to you with this document.
Bear Stearns & Co. Inc., has delivered to Indigo's board of directors its
written opinion that, as of the date of the opinion and based on and subject to
the matters stated in the opinion, the consideration to be paid in the offer is
fair, from a financial point of view, to the holders of Indigo shares other than
Indigo's controlling shareholders. See "Special Factors -- Opinion of Financial
Advisor to Indigo's Board of Directors" for further information concerning Bear
Stearns' opinion.
The controlling shareholders of Indigo have agreed not to tender their shares in
the offer and, in a separate transaction, those shareholders have entered into a
share exchange agreement and/or a share purchase agreement with us and AerFi
Sverige. These shareholders own 8,197,568, or approximately 72.7%, of Indigo's
issued and outstanding shares. Under the share exchange and share purchase
agreements, 5,891,670 of these shares will be exchanged for 21,799,179 new
ordinary shares of AerFi , reflecting an exchange ratio of 3.7 AerFi ordinary
shares for each Indigo share, and the remaining 2,305,898 Indigo shares will be
sold to AerFi Sverige for $13.00 per share in cash. No valuation of AerFi's
ordinary shares was prepared in connection with the offer, the share exchange
agreement and the share purchase agreement transactions. AerFi's ordinary shares
are not listed on any recognized securities exchange or quotation system or
traded on any recognized public trading market and are traded, on a very
infrequent basis, only in private transactions. According to AerFi's articles of
association, each transfer of AerFi's ordinary shares must be reported to AerFi,
including the number of shares transferred and the price per share paid. In the
three-month period from August 16, 1999, to November 16, 1999, the weighted
average price of AerFi's ordinary shares transferred was $2.121 per share. Given
the limited and illiquid nature of the trading market for AerFi's ordinary
shares, this price may not reflect an accurate valuation of AerFi's ordinary
shares.The consummation of the offer is not conditional upon consummation of the
share exchange and share purchase agreements. The consummation of the share
exchange agreement and share purchase agreement transactions are not contingent
upon consummation of the offer. The controlling shareholders of Indigo will be
granted options to purchase up to 1,000,000 new ordinary shares of AerFi at
$3.17 per share pursuant to an option agreement. See "Special Factors -- The
Share Exchange Agreement", "Special Factors -- The Share Purchase Agreement" and
"Special Factors -- The Option Agreement".
The offer is being made under a combination agreement dated November 11,
1999 among Indigo, AerFi and AerFi Sverige. The offer is not conditioned on
obtaining financing. The combination agreement provides, among other things,
that following the unconditional time if AerFi Sverige owns more than 90% of the
voting rights and more than 90% of the outstanding Indigo shares at that time,
AerFi Sverige intends to take all action required to commence a compulsory
acquisition under the Swedish Companies Act. The price to be paid to holders of
Indigo shares in the compulsory acquisition will be determined under the Swedish
Companies Act and may be higher, lower or equal to the offer price.
Under the Swedish Companies Act, dissenters' rights are not available to
you in connection with the offer. You should refer to "Special Factors -- Rights
of Shareholders in the Offer" for a discussion of your rights under the Swedish
Companies Act.
Upon the closing of the share exchange agreement and share purchase
agreement transactions, we have agreed to take all action that is necessary to
appoint Mr. Karl-Axel Granlund and Mr. John Evans to AerFi's board of directors.
Furthermore, we shall take all action necessary to appoint Mr. John Evans
President and Chief Executive Officer of ErgoFi Inc., a subsidiary of AerFi.
Finally, Indigo's existing employee stock option plans will be cancelled and
replaced with, at the employee's choice, cash compensation in respect of the
cancelled Indigo stock options or replacement options in AerFi's employee share
option scheme, as set out in the combination agreement.
As of November 11, 1999, there were 11,276,288 outstanding Indigo ordinary
shares and options to purchase an aggregate of 295,920 Indigo ordinary shares at
an average exercise price of $11.01 per Indigo share. Based upon the foregoing,
there were approximately 11,572,208 Indigo shares outstanding on a fully diluted
basis. Upon the terms and subject to the conditions of the offer (including, if
the offer is extended or amended, the terms and conditions of that extension or
amendment), AerFi Sverige will accept and pay for all Indigo shares validly
tendered and not withdrawn before the expiration date. AerFi Sverige reserves
the right, subject to the terms and conditions of the combination agreement, to
extend the period during which the offer is open by giving oral or written
notice of the extension to the depositary. During any extension, all Indigo
shares previously tendered and not withdrawn will remain subject to the offer,
subject to your rights to your Indigo shares as described under "The Tender
Offer --Withdrawal Rights".
Indigo's board of directors has not declared any dividends which have not
been paid. If we acquire control of Indigo, we currently intend that, before the
acquisition of the entire equity interest in Indigo, no further dividends will
be declared on the Indigo shares.
On April 7, 1998, Indigo filed a registration statement on Form F-1 under
the Securities Act of 1933 for an offering of American Depositary Shares
representing 3,300,000 ordinary shares. The offering price for the issue was
$13.00 and the aggregate proceeds received by Indigo were $35,061,000. On March
18, 1998, Indigo filed a registration statement on Form F-6 to register the
American depositary shares that were issuable upon registration and deposit of
the ordinary shares.
This document and the letter of transmittal contain important information
which you should read carefully before making any decision about the offer.
<PAGE>
SPECIAL FACTORS
Background of the Offer
Recent Contacts, Negotiations and Transactions Between AerFi and Indigo
On December 18, 1998, Mr. Patrick Blaney, the Chief Executive of AerFi,
wrote to Mr. Karl-Axel Granlund, the Chairman of Indigo, to inform him of the
recent completion of AerFi's restructuring and suggested a meeting to consider
whether an opportunity may exist for both organizations to work together to
their mutual benefit. Mr. Granlund responded on December 21, 1998 by noting that
Indigo was agreeable to a meeting to explore what opportunities might exist
which could benefit Indigo and AerFi.
On January 13, 1999, Mr. Blaney and Mr. Edward Hansom, AerFi's Chief
Financial Officer, met with Mr. Granlund at AerFi's offices in Shannon, Co.
Clare, Ireland. Both parties discussed their respective businesses and their
respective strategies for future growth. In particular, Mr. Blaney discussed
AerCo Limited, a bankruptcy-remote special purpose company that owns and leases
33 commercial jet aircraft and in which AerFi holds certain subordinated debt
securities and all of the residual economic interest. Mr. Blaney discussed how
AerCo Limited could purchase additional aircraft, and if Indigo was interested,
a proposal to securitize some or all of Indigo's existing fleet in AerCo Limited
could be submitted to AerCo Limited's board of directors.
On January 14, 1999, Mr. Bradley Winograd, Executive Vice President and
Chief Financial Officer of Indigo Airlease Corporation, a wholly owned U.S.
subsidiary of Indigo, wrote to Mr. Blaney offering a Boeing 737-200 aircraft for
sale. Mr. Blaney replied to Mr. Winograd on January 14, 1999 to the effect that
the proposed sale fell outside AerFi's acquisition criteria and therefore was
not of interest to AerFi.
On February 4, 1999, Mr. Hansom made a presentation on securitization
opportunities for Indigo to the Indigo board of directors. Mr. Hansom outlined
AerFi's experience with aircraft securitization, including the structure and
economic aspects of AerCo Limited. In addition, Mr. Hansom gave his views on
each of the funding options available to Indigo including bank debt, public
debt, aircraft sales and securitizations. Mr. Hansom also provided a comparison
of the possible financial terms of an aircraft securitization by AerCo Limited
compared with other aircraft securitization vehicles. On March 19, 1999, Mr.
Blaney spoke with Mr. Granlund during which conversation Mr. Blaney stated that
he would write to Mr. Granlund in this regard.
On March 30, 1999, Mr. Blaney wrote to Mr. Granlund concerning the
consolidation trend in the aircraft leasing industry. Mr. Blaney stated that it
was his view that Indigo and AerFi must identify either a chosen niche in the
industry or seek amalgamation opportunities in order to compete effectively with
industry leaders. Mr. Blaney noted that AerFi and Indigo had businesses and
management teams which were complementary with little overlap. In addition,
Indigo had achieved good market recognition and had developed a significant
track record in the aircraft leasing industry in a short space of time.
Meanwhile, AerFi had become a strong, cash rich company which had successfully
launched the AerCo Limited securitization vehicle. In his letter, Mr. Blaney
proposed that AerFi and Indigo merge their businesses as this would combine
complementary skills and achieve critical mass in terms of portfolio and
financing capability. Mr. Blaney stated that he believed the following issues
would have to be addressed to achieve such a combination:
o the relative valuation of both entities;
o the amount of liquidity or cash provided to those shareholders who
wished to exit; and
o the balance of continuing shareholders and allocation of control.
During the first week of April 1999, Mr. Granlund advised Mr. Blaney that
Indigo was already in discussions with other parties who were interested in
possible investment in, or combination with, Indigo. However, Mr. Granlund
indicated that Indigo's Board of directors would be prepared to consider any
offer AerFi was prepared to make. Mr. Granlund emphasized that Indigo did not
feel it was obliged to find a combination opportunity at that time and
consequently, in any proposals to be made by AerFi, the valuation attributed to
Indigo and the liquidity offered to Indigo's shareholders would be very
important.
On April 16, 1999, AerFi and Indigo entered into a confidentiality
agreement following which AerFi provided Indigo with certain confidential
information relating to AerFi.
On April 26, 1999, Mr. Blaney and representatives of Greenhill & Co.,
financial adviser to AerFi, met with Mr. Mitchell Gordon, a non-executive
director of Indigo, appointed by Indigo's Board to represent the interests of
Indigo's public shareholders. The parties discussed which Indigo shareholders
wanted liquidity and the possible advantages to Indigo of proceeding with a
combination with AerFi.
On May 4, 1999, Mr. Blaney wrote to Mr. Granlund proposing that, subject to
Board approval and customary due diligence, AerFi would make a cash tender offer
for some of Indigo's shares, with certain Indigo shareholders agreeing to
exchange their Indigo shares for AerFi's ordinary shares at an agreed exchange
ratio. Mr. Blaney attached an analysis from Greenhill & Co. that assumed a
$13.00 per share offer price in the cash tender offer. In addition, Mr. Blaney
also proposed that Mr. John Evans, Chief Executive Officer of Indigo Airlease
Corporation, a U.S. wholly owned subsidiary of Indigo, would be offered a senior
management position in the combined entity.
On May 10, 1999, Mr. Granlund spoke with Mr. Blaney and Mr. Hansom and
indicated that AerFi's proposal was not acceptable to Indigo for a number of
reasons, including the total amount of cash available for the cash tender offer.
Mr. Granlund also indicated that Indigo wished to receive $15 per share.
Subsequently, AerFi indicated to Indigo that it was not willing to improve its
offer.
On June 9, 1999, Mr. Blaney met Mr. Evans in London where they discussed
whether it was possible to re-commence discussions on a merger. On June 16,
1999, Mr. Blaney met with certain senior Indigo employees at the Paris Air Show
during which the Indigo employees outlined their experience and achievements to
date.
On June 14, 1999, Indigo's board of directors held a special telephonic
meeting to discuss the possibility of a transaction with AerFi. Mr. Granlund and
Mr. Evans reported on the status of the discussions with AerFi and another
potential acquiror that had expressed an interest in a combination with Indigo.
Indigo's board agreed to engage an investment bank to act as financial advisor
in evaluating a possible transaction and appointed a sub-committee, consisting
of Mr. Granlund, Mr. Evans, Mr. Gordon, Mr. David Neeleman and Mr. Geir
Stormorken as members, Mr. Bradley Winograd as secretary and Mr. Jan-Eric
Osterlund as deputy, to select the investment bank and to handle contacts with
the investment bank relating to a possible transaction.
On June 15, 1999, the sub-committee of Indigo's board of directors met and
selected Bear Stearns & Co., Inc. to act as its financial advisor.
On June 18, 1999, Indigo and AerFi entered into a further confidentiality
agreement following which both parties exchanged information relating to each
other's business, including financial projections relating to Indigo's business.
See "The Tender Offer -- Certain Information Concerning Indigo".
On June 23, 1999, Mr. Blaney, certain AerFi employees and representatives
of Greenhill & Co. met with Mr. Evans, Mr. Winograd and representatives of Bear
Stearns in New York, and Mr. Evans and Mr. Winograd made a presentation about
Indigo's business and financial situation.
On July 16, 1999, Mr. Blaney wrote to Mr. Granlund to outline AerFi's
proposed terms for a potential acquisition of Indigo by AerFi. The proposal was
subject to AerFi's board of directors' approval, all necessary regulatory
approvals and to due diligence. It included a cash offer of $11.00 per Indigo
share for 6.706 million Indigo shares and a share exchange in respect of
Indigo's remaining shares at an exchange ratio of one Indigo share for 3.593
AerFi ordinary shares. The proposal also offered two AerFi board seats to
representatives of Indigo following the combination.
On July 21, 1999, Mr. Gordon spoke with Greenhill & Co. during which he
emphasized that the cash purchase price would have to be over $13.00 per share.
Following further discussions between the parties, on July 26, 1999, Mr. Gordon
called Greenhill & Co. to confirm that a cash tender offer of $13.00 per Indigo
share up to a maximum of $70 million, with the remaining shares exchanging at a
ratio of one Indigo share for 3.875 AerFi ordinary shares, would be acceptable
to Indigo subject to satisfaction of significant remaining outstanding issues.
On July 30, 1999, Mr. Blaney wrote to Mr. Granlund to outline AerFi's
proposed terms for a potential acquisition of Indigo, subject to AerFi's board
of directors' approval, regulatory approval and due diligence. Mr. Blaney
indicated that AerFi would be prepared to pay $13.00 per share for 5.385 million
Indigo shares with the remaining Indigo shares exchanging for AerFi shares at a
ratio of one Indigo share for 3.875 AerFi ordinary shares.
On August 5, 1999, Indigo's board of directors held a special meeting to
consider the proposed transaction with AerFi. Indigo's board reviewed the status
of discussions with AerFi and received an oral report from Bear Stearns.
Indigo's board of directors resolved to enter into an exclusivity agreement with
AerFi and to dissolve the sub-committee that had been formed at the June 14,
1999 meeting. Mr. Granlund and Mr. Evans were designated the contact persons for
further discussions with AerFi.
On August 6, 1999, Indigo granted AerFi an exclusivity period for the
negotiation of terms on a combination of both entities. Subsequently this was
extended to November 10, 1999.
During August and September 1999, the parties undertook extensive due
diligence on each other's businesses. Following the completion of the due
diligence reviews in mid September, both parties held discussions to consider
issues raised by the due diligence process.
Following their discussion, on September 24, 1999, Mr. Blaney wrote to Mr.
Granlund to propose a combination on the following terms:
(i) a cash tender offer of $13.00 per Indigo share,
(ii) a total cash tender offer of $70 million,
(iii) an exchange ratio of 3.7 AerFi ordinary shares per Indigo share not
tendered in the offer,
(iv) new options over 4 million AerFi ordinary shares at an exercise price
of $3.00 per share for Indigo employees,
(v) a loyalty bonus of $0.75 per new AerFi share option granted to Indigo
employees,
(vi) AerFi board seats for Mr. Granlund and Mr. Evans,
(vii) Mr. Evans to become Chief Executive Officer of AerFi's newly formed
U.S. subsidiary.
Mr. Blaney also wrote to Mr. Evans on September 24, 1999, to outline in
more detail the benefits of the proposed merger for Indigo's employees,
including proposed terms for exchanging existing Indigo employee options for
AerFi options. Following further discussions between Mr. Blaney, Mr. Granlund
and Mr. Evans, it was agreed that those shareholders in Indigo participating in
the share exchange would receive options to purchase in aggregate 1 million
AerFi ordinary shares at $3.17 per share exercisable within three years of the
closing of any combination transaction.
On October 19 and 20, 1999 the management of both entities met in Ireland
to discuss each other's businesses further.
During the remainder of October and November 1999, AerFi, Indigo, the
controlling shareholders and their respective counsel negotiated the structure
of the combination and the agreements to implement it, including the combination
agreement, the share exchange agreement, the share purchase agreement and the
option agreement.
On November 7, 1999, AerFi's directors held a conference call with AerFi's
management and AerFi's legal and financial advisors to review the status of the
proposed transaction with Indigo.
On November 9, 1999, Indigo's board of directors held a special telephonic
meeting to review, with the advice and assistance of Indigo's financial and
legal advisors, the final proposed terms and conditions of the combination
agreement, the tender offer and related transactions. Indigo's Swedish and U.S.
counsel reviewed the terms and conditions of the combination agreement as well
as the agreements that were to be entered into by the controlling shareholders,
including the share exchange agreement, the share purchase agreement and the
option agreement. Representatives of Bear Stearns summarized and reviewed their
financial analysis of the proposed transaction and delivered Bear Stearns'
opinion that, as of November 9, 1999, the $13.00 per share in cash to be
received by the holders of Indigo shares in the offer was fair, from a financial
point of view, to such holders, other than Indigo's controlling shareholders.
Indigo's board of directors then discussed the merits of the proposed
combination agreement and offer. At the conclusion of this discussion, Mr. Evans
informed the board that there were outstanding issues relating to the terms of
employment that were being offered by AerFi to Indigo's key management employees
and requested that the board allow him an additional day to continue to
negotiate such terms prior to making a final decision on the proposal. The
members of the board agreed to allow Mr. Evans an additional day to negotiate
such terms and accordingly the board meeting was adjourned until November 10,
1999.
On November 10, 1999, Indigo's board of directors reconvened its special
telephonic meeting. Mr. Evans informed the board that Indigo's key management
employees were satisfied with the terms of their proposed employment
arrangements. Following a brief discussion on the terms of the combination
agreement and the offer, Indigo's board of directors unanimously approved that
Indigo enter into the combination agreement, determined that the combination
agreement and the offer are fair to and in the best interests of the holders of
Indigo shares and recommended that the shareholders of Indigo, other than the
controlling shareholders, accept the offer and tender their Indigo shares
pursuant to the offer.
On November 10, 1999, AerFi's board of directors met and reviewed the terms
and conditions of the combination agreement, the offer, the share exchange
agreement, the share purchase agreement and all related agreements. Following
such review AerFi's board of directors unanimously approved the offer and
AerFi's entry into the combination agreement, the share exchange agreement, the
share purchase agreement and all related agreements.
The combination agreement, the share exchange agreement, the share purchase
agreement and the other related agreements were signed on November 11, 1999.
Recommendation of Indigo's Board of Directors; Fairness of the Offer
(a) Recommendation of Indigo's Board of Directors.
AT A MEETING ON NOVEMBER 10, 1999, INDIGO'S BOARD OF DIRECTORS, A MAJORITY
OF WHICH IS COMPOSED OF DIRECTORS WHO ARE NOT EMPLOYEES OF THE COMPANY,
UNANIMOUSLY APPROVED THE COMBINATION AGREEMENT AND THE OFFER AND DETERMINED THAT
THE COMBINATION AGREEMENT AND THE OFFER ARE FAIR TO YOU AND IN YOUR BEST
INTEREST. THE BOARD RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES
UNDER THE OFFER.
(b) Reasons for the Recommendation of the Board of Directors.
In making its recommendation to Indigo's shareholders, Indigo's board of
directors considered a number of factors, including, but not limited to, the
following:
(i) the terms and provisions of the combination agreement and the offer;
(ii) discussions with management of Indigo (at board meetings on June 14,
1999, August 5, 1999, November 9, 1999 and November 10, 1999 and at
previous board meetings) relating to Indigo's financial position,
results of operations, business and prospects, including Indigo's
prospects if it were to remain independent;
(iii) the unfavorable treatment in the capital markets for small-cap
commercial finance companies, such as Indigo, which made it
difficult for Indigo to remain independent and obtain on attractive
terms the additional capital necessary to grow its business;
(iv) the results of previous discussions with third parties regarding
potential merger or other business combination transactions with
Indigo;
(v) the trading price of Indigo's shares since its initial public
offering in April 1998, and in particular the fact that over the past
12 months the shares had traded on the Nasdaq National Market
primarily in a range between $6.00 and $9.00 and the fact that the
$13.00 cash tender offer price represents a premium of approximately
27% over the last sale price of $10.25 for the Indigo shares on the
Nasdaq National Market on November 9, 1999, the day prior to the
meeting of the board to approve the combination agreement;
(vi) the presentation by Bear Stearns at the November 9, 1999 board
meeting and the oral opinion of Bear Stearns to the effect that, as
of such date, and based on the assumptions made, matters considered
and limits of review as set forth in the opinion, the $13.00 per
Indigo share in cash to be received by the holders of Indigo shares
in the offer was fair, from a financial point of view to such
holders, other than the controlling shareholders. A copy of the
written opinion of Bear Stearns, dated November 11, 1999, which sets
forth the assumptions made, matters considered and certain
limitations on the scope of review undertaken by Bear Stearns, is
attached as Annex A hereto. Shareholders are urged to read the
opinion of Bear Stearns carefully in its entirety. Indigo's board of
directors expressly adopted (i) the conclusion of Bear Stearns that
the $13.00 per share cash tender offer price was fair, from a
financial point of view, to the holders of Indigo shares, other than
the controlling shareholders and
(ii) the analyses by Bear Stearns upon which such conclusion was
based. In its review of the analyses performed by Bear Stearns,
Indigo's board of directors did not place greater weight on any one
of the separate analyses prepared by Bear Stearns, but rather relied
upon the summary and conclusions of Bear Stearns that the analyses,
taken as a whole, supported the conclusion that the cash tender offer
was fair, from a financial point of view, to the holders of Indigo
shares. Based on Bear Stearns' nationally recognized expertise in the
commercial finance industry, its expertise and experience in the
evaluation of businesses in connection with transactions similar to
the one contemplated by the combination agreement, its familiarity
with Indigo's business, financial condition, results of operations
and prospects and its analyses and presentations related to the
fairness opinion, Indigo's board of directors believes that Bear
Stearns' opinion as to the fairness of the cash tender offer to the
holders of Indigo shares was well supported and sound. Indigo's board
of directors believes that the Bear Stearns oral presentations and
its oral and written opinion supported the board of director's
fairness determination;
(vii) the fact that holders of approximately 72.7% of the Indigo shares
were prepared to enter into the related share exchange and share
purchase agreements;
(viii) the fact that the offer is not conditioned on the availability of
financing; and
(ix) the fact that the combination agreement permits Indigo's board of
directors, in the exercise of its fiduciary duties, to terminate the
combination agreement in favor of a superior alternative acquisition
proposal although such termination would trigger the payment of a fee
to AerFi by Indigo of $5 million and the reimbursement of expenses
incurred by AerFi up to a maximum of $2 million.
Indigo's board of directors recognized that the consummation of the offer
and the combination will deprive Indigo's current public shareholders of the
opportunity to participate in Indigo's future growth prospects and, therefore,
in reaching its conclusion, the board determined that the historical results of
operations and the future prospects of Indigo were adequately reflected in the
$13.00 cash tender offer price per Indigo share. Indigo's board of directors
also considered that although Indigo had in the past held discussions with third
parties regarding possible merger or business combination transactions, no buyer
other than AerFi had indicated an intention to make a proposal as favorable to
Indigo and its shareholders as that in the offer and related transactions.
In view of the variety of factors considered in connection with its
evaluation of the transaction, Indigo's board did not assign relative weights to
the specific factors considered in reaching its decision.
In connection with its evaluation of the fairness of the offer,
Indigo's board of directors did not consider valuations of Indigo based on any
valuation methodologies other than those undertaken by Bear Stearns, because
Indigo's board of directors, after discussion with Bear Stearns, determined such
methodologies to be the most relevant to the values that would be realistically
available to Indigo's shareholders. In addition, Indigo's board of directors did
not consider the prices at which certain directors or their affiliates had
purchased shares subsequent to Indigo's initial public offering (all of which
were lower than the tender offer price) to be material in determining whether
the cash tender offer was fair to Indigo's shareholders.
The non-executive directors of Indigo have not retained an
unaffiliated representative to act solely on behalf of the public shareholders
for the purposes of negotiating the terms of the combination and tender offer or
prepare a report concerning the fairness thereof. The combination and the tender
offer are not subject to the approval by a majority of the public shareholders.
If, after the expiration of the tender offer, AerFi Sverige owns more than 90%
of the voting rights and more than 90% of the outstanding shares, AerFi Sverige
intends to acquire the remaining shares under the compulsory acquisition. The
price for the shares acquired under the compulsory acquisition must either be
approved by (i) all the remaining minority shareholders or (ii) and arbitration
tribunal. See also "Special Factors - Rights of Shareholders in the Offer."
Indigo's board of directors expressly adopted the conclusion of Bear
Stearns that the $13.00 per share cash tender offer price was fair, from a
financial point of view, to the holders of Indigo shares, other than the
controlling shareholders.
Considering the above factors, Indigo's board of directors determined that
acceptance of the offer and the tender of Indigo shares pursuant to the offer
would be in the best interest of Indigo's shareholders.
Opinion of Financial Advisor to Indigo's Board of Directors
Indigo engaged Bear Stearns as its financial advisor based on Bear Stearns'
experience and expertise. Bear Stearns is an internationally recognized
investment banking firm that has substantial experience in merger and
acquisition transactions. Bear Stearns, as part of its investment banking
business, is continuously engaged in the valuation of businesses and securities
in connection with mergers and acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. Indigo selected Bear Stearns
because it is a nationally known investment banking firm with expertise in the
commercial finance industry, because it has experience in transactions similar
to the one contemplated by the combination agreement and because it is familiar
with Indigo and its business.
At the November 9, 1999, meeting of Indigo's board of directors, Bear
Stearns orally delivered its opinion to the effect that, as of the date thereof,
and subject to the assumptions, qualifications and limitations set forth therein
and to delivery of definitive agreements which Bear Stearns received on November
11, 1999 from Indigo, the cash tender offer was fair, from a financial point of
view, to the holders of Indigo shares, other than Indigo's controlling
shareholders.
On November 11, 1999, Bear Stearns delivered its written opinion. We have
attached as Annex A to this document the full text of Bear Stearns' written
opinion and we urge you to read the opinion in its entirety. This opinion sets
forth the assumptions made, matters considered and qualifications and
limitations on the review undertaken by Bear Stearns and is incorporated herein
by reference. THE SUMMARY OF THE BEAR STEARNS OPINION SET FORTH BELOW IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION WHICH IS
ATTACHED AS ANNEX A TO THIS DOCUMENT.
The amount of consideration to be paid to the holders of Indigo shares in
the tender offer was determined by arm's length negotiations between Indigo and
AerFi and were not based on any recommendation by Bear Stearns. Bear Stearns was
not requested by Indigo's board of directors to make, nor did Bear Stearns make,
any recommendation as to the amount of the consideration to be received by the
holders of Indigo shares. No limitations were imposed by Indigo on Bear Stearns
with respect to the investigations made or the procedures followed by Bear
Stearns in rendering the its opinion.
In reading the discussion of the fairness opinion set forth below, Indigo
shareholders should be aware that Bear Stearns' opinion:
o was provided to the Indigo board of directors for its use and benefit;
o did not address Indigo's underlying business decision to enter into the
combination agreement;
o did not constitute a recommendation to the Indigo board of directors in
connection with the combination agreement or the offer;
o did not address the consideration to be received by Indigo's controlling
shareholders; and
o does not constitute a recommendation to any Indigo shareholder as to
whether to accept the offer and tender shares.
Certain shareholders of Indigo have entered into agreements simultaneously
with the execution of the combination agreement pursuant to which, among other
things, such shareholders have agreed to sell a portion of their shares for the
same per share consideration as the offer and will exchange their remaining
Indigo shares for AerFi ordinary shares. Although Bear Stearns evaluated the
fairness, from a financial point of view, of the cash tender offer to the public
shareholders of Indigo, the terms and conditions of the offer itself were
determined by AerFi and Indigo through arm's-length negotiations. Bear Stearns
provided advice to Indigo during the course of such negotiations. Indigo did not
provide specific instructions to, or place any limitations on, Bear Stearns with
respect to the procedures to be followed or factors to be considered by it in
performing its analyses or providing its opinion.
In the course of performing its review and analyses for rendering this
opinion, Bear Stearns has:
(i) reviewed the combination agreement, the share exchange agreement,
the share purchase agreement and the option agreement;
(ii) reviewed Indigo's Annual Report on Form 20-F for the year ended
December 31, 1998 and its Quarterly Reports on Form 6-K for the periods
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(iii) reviewed Indigo's Registration Statement on Form F-1 filed April
7, 1998;
(iv) reviewed certain operating and financial information, including
budgets and estimates, provided to Bear Stearns by Indigo's management
relating to Indigo's businesses and prospects;
(v) met with certain members of Indigo's senior management to discuss
Indigo's business, operations, historical and projected financial results
and future prospects;
(vi) reviewed the historical prices, valuation parameters and trading
volumes of the common shares of Indigo;
(vii) reviewed certain publicly available financial data, stock market
performance data and valuation parameters of companies which Bear Stearns
deemed generally comparable to Indigo;
(viii) reviewed the terms of recent acquisitions of companies which
Bear Stearns deemed generally comparable to Indigo and the combination; and
(ix) conducted such other studies, analyses, inquiries and
investigations as Bear Stearns deemed appropriate.
Bear Stearns has relied upon and assumed, without independent verification,
the accuracy and completeness of the financial and other information, including
without limitation, the budgets and estimates provided to Bear Stearns by
Indigo. Bear Stearns has assumed, without independent verification, that the
budgets and estimates have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the senior management of Indigo
as to their expected future performance. Bear Stearns has also relied upon the
current and future estimates of aircraft values as published in the AVITAS
BlueBook of Jet Aircraft Values and adjusted, as appropriate, by Indigo
management. Bear Stearns has not assumed any responsibility for the independent
verification of any such information or of the budgets and estimates provided to
it, and has further relied upon the assurances of the senior management of
Indigo that they are unaware of any facts that would make the information and
budgets and estimates provided to Bear Stearns incomplete or misleading.
In arriving at its opinion, Bear Stearns relied on the information set
forth above and did not perform or obtain any independent appraisal of the
assets or liabilities of Indigo and AerFi, nor was Bear Stearns furnished with
any such appraisals. Bear Stearns assumed with Indigo's consent that the offer
will be conducted in accordance with the terms described in the combination
agreement, without the waiver of any material condition and with all the
necessary material consents and approvals having been obtained without any
limitations, restrictions, conditions, amendments or modifications that
collectively would be material to Bear Stearns' analysis. Bear Stearns' opinion
is necessarily based on economic, market and other conditions, and the
information made available to Bear Stearns, as they exist and can be evaluated,
as of the date of the opinion.
The following is a brief summary of the material valuation and financial
and comparative analyses considered by Bear Stearns in connection with the
rendering of the Bear Stearns opinion. This summary does not purport to be a
complete description of the analyses underlying the Bear Stearns opinion and is
qualified in its entirety by reference to the full text of Bear Stearns'
opinion.
Any estimates contained in the analysis performed by Bear Stearns are not
necessarily indicative of actual values or future results, which may be
significantly more or less favorable than suggested by this analysis.
Additionally, estimates of the value of businesses or securities do not purport
to be appraisals or to reflect the prices at which such businesses or securities
may actually be sold. Accordingly, these analyses and estimates are inherently
subject to substantial uncertainty. In addition, as described above, Bear
Stearns' opinion was among several factors taken into consideration by Indigo's
board of directors in making its determination to approve the offer and the
combination agreement.
Bear Stearns' conclusion that the consideration to be received by the
public shareholders is fair from a financial point of view was based on the
following analyses:
1) Comparable Companies Analysis. The company that Bear Stearns believed to
be most comparable to Indigo is International Aircraft Investors or IAIS, which,
to Bear Stearns' knowledge, is the only other publicly traded
small-capitalization commercial finance company engaged primarily in leasing
aircraft. Based on closing prices as of November 4, 1999, IAIS was trading at a
multiple of tangible book of 0.8x, a multiple of most recent quarter's
annualized earnings before remarketing income of 7.3x, a multiple of estimated
1999 earnings of 7.9x and multiple of estimated 2000 earnings of 6.8x. The
$13.00 cash tender offer price for the Indigo shares implies transaction
multiples of 1.4x Indigo's book value, 18.2x Indigo's most recent quarter's
earnings annualized before remarketing income, 10.2x Indigo's estimated 1999
earnings and 9.5x Indigo's estimated 2000 earnings.
IAAB
IAIS (Offer price)
----- --------------
Price/Tangible Book..................... 0.8x 1.4x
Price/MRQA before Remarketing........... 7.3x 18.2x
Price/1999E EPS......................... 7.9x 10.2x
Price/2000E EPS......................... 6.8x 9.5x
Bear Stearns also reviewed the trading multiples of a group of other
transportation related commercial finance companies (comprised of Willis Lease
Finance Corp., XTRA Corp., Rollins Truck Leasing Corp., and Interpool Inc.):
IAAB
Min Max Median (Offer price)
---- ----- ------ -------------
Price/Tangible Book...... 0.8x 1.9x 1.2x 1.4x
Price/1999E EPS.......... 7.3x 10.3x 10.0x 10.2x
Price/2000E EPS.......... 4.6x 9.0x 6.7x 9.5x
Bear Stearns also reviewed the trading multiples of a group of other
non-investment grade commercial finance companies (comprised of LINC Capital,
DVI, and Microfinancial):
IAAB
Min Max Median (Offer price)
---- ---- ------ ------------
Price/Tangible Book...... 0.8x 2.2x 1.2x 1.4x
Price/1999E EPS.......... 7.8x 9.8x 8.8x 10.2x
Price/2000E EPS.......... 5.9x 8.3x 6.4x 9.5x
2) Discounted Cash Flow Analysis. Bear Stearns performed two discounted cash
flow analyses on Indigo: (i) a portfolio run-off scenario and (ii) a going
concern scenario. The multiples used in the going concern scenario were based on
the current and historical multiples of Indigo and the companies described under
"Comparable Companies Analysis" above.
o Portfolio Run-Off Scenario. The portfolio run-off scenario assumes
that Indigo liquidates its existing portfolio of aircraft by selling
each airplane as it comes off lease and does not originate any new
leases other than existing commitments. Free cash would be distributed
to Indigo's shareholders based on leverage assumptions. For residual
values of the aircraft, Bear Stearns used values published in the
AVITAS BlueBook of Jet Aircraft Values which were provided to it by
Indigo management. Bear Stearns used discount rates of 14.7%-18.7% and
looked at residual values between 95% and 105% of the AVITAS base
values. This provided a range of $8.04 to $11.66 and a midpoint of
$9.75 (based on a 16.7% discount rate).
o Going Concern Scenario -- Base Case. The base case going concern
scenario assumes that Indigo re-leases each aircraft as it comes off
lease and utilizes free cash to purchase new aircraft. Using a range
of discount rates of 14.7%-18.7%, Bear Stearns calculated a terminal
value for Indigo based on multiples of book value (0.85x-1.45x) and
earnings (7.0x-10.0x) and discounted these values back to December 31,
1999. Using terminal value based on a multiple to book value, this
resulted in values ranging from $6.98-$12.75 and a midpoint of $8.65
(assuming a terminal book value multiple of 1.00x and a discount rate
of 16.7%). Using a terminal value based on a multiple of earnings,
this resulted in a range of values from $7.42-$11.75 and a midpoint of
$8.92 (assuming a terminal earnings multiple of 8.0x and a discount
rate of 16.7%).
o Going Concern Scenario -- Releverage Case. The releverage case going
concern scenario assumes that Indigo would be able to access the
capital markets and releverage its balance sheet. The proceeds would
be invested in new aircraft. Bear Stearns believed that case was
aggressive because the ability of small-cap finance companies to
access the financial markets has been and continues to be limited.
Using a range of discount rates of 14.7%-18.7%, Bear Stearns
calculated a terminal value for Indigo based on multiples of book
value (0.85x-1.45x) and earnings (7.0x-10.0x) and discounted these
values back to December 31, 1999. Using a terminal value based on a
multiple of book value, this resulted in values ranging from
$7.13-$13.48 and a midpoint of $8.83 (assuming a terminal book value
multiple of 1.00x and a discount rate of 16.7%). Using a terminal
value based on a multiple of earnings, this resulted in a range of
values from $8.34-$13.20 and a midpoint of $10.03 (assuming a terminal
earnings multiple of 8.0x and a discount rate of 16.7%).
3) Net Asset Value. Bear Stearns computed an adjusted book value per Indigo
share of $8.73 using 2000 AVITAS BlueBook values and $11.66 using 1999 AVITAS
BlueBook values, as directed by Indigo management, as estimates of current fair
market value for Indigo's aircraft. Due to the leveraged nature of Indigo's
balance sheet, a small change in the fair market value of the aircraft can have
a significant impact on adjusted book value. For example, an assumed value equal
to 95% of AVITAS BlueBook base values implies an adjusted book value per Indigo
share of $6.46 based on year 2000 values and $9.24 based on year 1999 values,
while an assumed value equal to 105% of AVITAS BlueBook base values implies an
adjusted book value per Indigo share of $11.01 based on year 2000 values and
$14.08 based on year 1999 values. Because of the nature of Indigo's business,
Bear Sterns did not pure liquidation value to be a relevant indicator of the
value of the Indigo shares.
4) Other Issues. In addition to the quantitative analysis above, Bear
Stearns considered the following issues that Indigo would face as a going
concern.
o Access to capital. In order to grow its balance sheet and earnings,
Indigo will be required to secure additional sources of funds. This
has become increasingly difficult for small capitalization
non-investment grade finance companies.
o Credit risks. The airline industry tends to be cyclical and Indigo, as
a monoline commercial finance lender, would be impacted if the credit
quality of its lessees deteriorates.
o Residual risk. A significant portion of Indigo's value is derived from
the value of the aircraft in its portfolio. Any decrease in the demand
for narrowbody airplanes could reduce Indigo's true book value by tens
of millions of dollars.
o Limited float. Indigo's public float is approximately 3.0 million
shares or approximately $27 million.
The preparation of a fairness opinion is a complex process and involves
various judgments and determinations as to the most appropriate and relevant
assumptions and financial analyses and the application of these methods to the
particular circumstances involved. The opinions are therefore not readily
susceptible to partial analysis or summary description, and taking portions of
the analyses set out above, without considering the analysis as a whole, would,
in the view of Bear Stearns, create an incomplete and misleading picture of the
processes underlying the analyses considered in rendering its opinion. Bear
Stearns did not form an opinion as to whether any individual analysis or factor
(positive or negative), considered in isolation, supported or failed to support
its opinion. In arriving at its opinion, Bear Stearns considered the results of
its separate analyses and did not attribute particular weight to any one
analysis or factor. The analyses performed by Bear Stearns, particularly those
based on estimates and budgets, are not necessarily indicative of actual values
or actual future results, which may be significantly more or less favorable than
suggested by these analyses. These analyses were prepared solely as part of the
Bear Stearns analysis of the fairness, from a financial point of view, of the
exchange ratio to the shareholders of Indigo, other than Indigo's controlling
shareholders.
The engagement letter dated June 25, 1999 between Indigo and Bear Stearns
provides for an initial cash fee of $100,000. If the offer is not consummated by
January 15, 2000, Bear Stearns will receive a cash fee of $100,000 upon
termination. Upon consummation of the offer, Indigo will pay Bear Stearns a cash
fee of $700,000, against which any fairness opinion fees shall be credited.
Indigo agreed to pay Bear Stearns a cash fee of $400,000 at the time the
fairness opinion was rendered. In addition, Indigo has agreed to reimburse Bear
Stearns for all reasonable out-of-pocket expenses.
Bear Stearns has not previously been engaged by Indigo to provide
investment banking or financial advisory services. In the ordinary course of
business, Bear Stearns may actively trade the equity securities of Indigo for
its own account and for the account of its customers and, accordingly, may at
any time hold a long or short position in these securities.
Position of AerFi and AerFi Sverige Regarding Fairness of the Offer
We believe that the consideration to be received by Indigo's shareholders
under the offer is fair to those shareholders, other than Indigo's controlling
shareholders. We base our belief on the following facts:
o that Indigo's board of directors concluded that the combination
agreement and the offer are fair to you and in your best interests;
o notwithstanding the fact that Bear Stearns' opinion was addressed to
Indigo's board of directors and that we are not entitled to rely on
the opinion, the fact that Indigo's board of directors received an
opinion from Bear Stearns that, as of the date of the opinion and
based on and subject to the assumptions and qualifications stated in
the opinion, the consideration to be paid in the offer is fair, from a
financial point of view, to the holders of Indigo shares other than
Indigo's controlling shareholders;
o that the offer, at a price of $13.00 per share constitutes a 14.9%
premium over the closing market price of the Indigo shares on November
10, 1999, the business day immediately before the date on which the
offer was announced and a 53.4% premium over the average closing
market price of the Indigo shares in the three months preceding that
date; and
o there has been little liquidity for the Indigo shares in recent months
and, given the relatively small capitalization of Indigo, there may be
limited liquidity for the Indigo shares in the future. An investment
in the Indigo shares remains subject to significant risks.
We did not find it practicable to assign, nor did we assign, relative
weights to the individual factors considered in reaching our conclusion as to
fairness. Because of the nature of Indigo's business, we did not consider net
book value or liquidation value to be relevant indicators of the value of the
Indigo shares.
Purpose and Structure of the Offer; Reasons of AerFi for the Offer
The purpose of the offer, being made under a combination agreement dated
November 11, 1999 among Indigo, AerFi and AerFi Sverige, is for AerFi Sverige to
acquire all of the outstanding shares in Indigo. The acquisition will occur as a
result of the following:
o the share exchange agreement with certain controlling shareholders of
Indigo under which they have agreed to exchange 5,891,670, or 52.2%,
of the issued and outstanding Indigo shares for 21,799,179 of AerFi's
ordinary shares (at an exchange ratio of 3.7 AerFi ordinary shares for
each Indigo share). The number of Indigo shares that each exchanging
shareholder is exchanging with AerFi under the share exchange
agreement is set out under "Interests of Certain persons in the
Offer-Beneficial Ownership of the Indigo Shares", irrespective of the
result of the offer;
o the share purchase agreement with certain controlling shareholders of
Indigo under which they have agreed to sell to AerFi Sverige
2,305,898, or 20.5%, of the issued and outstanding Indigo shares, for
$13.00 per share in cash, irrespective of the result of the offer;
o the offer; and
o a compulsory acquisition under the Swedish Companies Act if AerFi
Sverige owns more than 90% of the voting rights and more than 90% of
the outstanding Indigo shares following the unconditional time.
Upon consummation of the offer and, if necessary, the compulsory
acquisition, Indigo will become a wholly-owned subsidiary of AerFi Sverige,
which in turn is an indirect wholly-owned subsidiary of AerFi. The offer for the
Indigo shares has been structured as a cash tender offer to (i) effect a prompt
and orderly transfer from Indigo's public shareholders to AerFi Sverige of the
Indigo shares that will not be acquired directly from the controlling
shareholders of Indigo in separate share exchange and share purchase agreements
and (ii) provide you with cash for all of your Indigo shares.
Under the Swedish Companies Act, Indigo's board of directors must approve
Indigo's entry into the combination agreement. Indigo's board of directors has
approved Indigo's entry into the combination agreement.
We have decided to acquire Indigo at this time to implement AerFi's
business strategy of growth through acquisition of used new technology aircraft
without significant new aircraft order commitments.
Indigo's management strengths are complementary to ours: Indigo has strong
airline marketing and technical skills, while AerFi has strong financial and
capital market skills.
The combination enables AerFi to become a "full service" aircraft leasing
organization with the financial ability and management resources to buy and sell
aircraft and manage and service any future aircraft it acquires, in addition to
the existing Indigo aircraft and, upon termination in October 2001 of third
party servicing arrangements, AerFi's existing aircraft.
Both companies will benefit from the increased scale of the combined
businesses.
The combination provides opportunities for cost savings through reduced
funding costs by providing access to securitization financing for the existing
Indigo aircraft, realizing certain tax synergies through the management of the
combined aircraft fleets and the potential replacement of existing third party
aircraft servicers.
Plans for Indigo after the Offer
Upon completion of the offer, if necessary, we intend to effect a
compulsory acquisition under the Swedish Companies Act. See "Special Factors --
The Combination Agreement".
As promptly as practicable following the unconditional time, Indigo and its
directors will use their best efforts to appoint AerFi's designees to Indigo's
board of directors and obtain the resignation of those incumbent directors not
designated by AerFi.
Following completion of the offer, and subject to any restrictions
contained within applicable financing arrangements, we may seek to sell or
transfer a material amount of Indigo's aircraft assets to AerCo Limited, a
bankruptcy- remote, special purpose company in which we hold certain
subordinated debt securities and all of the residual economic interest, or to
other securitization vehicles. We do not hold the share capital of AerCo Limited
and AerCo Limited is governed by a board of directors comprised largely of
persons independent from us.
Except as otherwise described in this document and except for the
transactions contemplated by the combination agreement, we have no current plans
or proposals which relate to or would result in:
o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving Indigo;
o any change in Indigo's present management or any change in any material
term of the employment contract of any executive officer;
o any material change in Indigo's present dividend rate or policy or
indebtedness or capitalization; or
o any other material change in Indigo's corporate structure or business.
Nevertheless, we may initiate a review of Indigo and its assets, corporate
structure, capitalization, operations, properties, policies, management and
personnel to determine what changes, if any, would be desirable, following the
combination, to best organize and coordinate our activities with Indigo's
activities.
Rights of Shareholders in the Offer
You will not have dissenter's rights as a result of the offer. If you do
not tender your Indigo shares under the offer, and assuming AerFi Sverige owns
more than 90% of the voting rights and more than 90% of the outstanding Indigo
shares following the unconditional time, we intend to acquire your Indigo shares
under the compulsory acquisition as described below provided we acquire more
than 90% of the voting rights and more than 90% of the outstanding Indigo
shares.
Under the Swedish Companies Act of 1975, minority shareholders have certain
rights to protect them from detrimental acts of the majority. A shareholder or a
group of shareholders holding one-tenth of all shares or one third of the shares
represented at the general meeting may request the appointment of an additional
auditor by the county administrative board (Sw. Iansstyrelsen).
Further, a shareholder or a group of shareholders holding at least 10% of
the shares of a company have the right to request that an extraordinary general
meeting be convened. In addition, each individual shareholder may request an
item to be placed on the agenda for a general meeting.
As a rule, the board of directors or other representatives of a Swedish
limited liability company or a voting majority at a shareholders meeting may not
enter into transactions or take other actions which are likely to give an undue
advantage to a shareholder or a third party to the detriment of the company or
other shareholders, unless expressly provided in the Swedish Companies Act.
If AerFi Sverige owns more than 90% of the voting rights and more than 90%
of the outstanding Indigo shares after the unconditional time, AerFi Sverige
intends to commence a compulsory acquisition of the remaining Indigo shares
under the Swedish Companies Act. In such circumstances, the Swedish Companies
Act also allows a holder of Indigo shares who has not accepted the offer to
demand the compulsory acquisition of his Indigo shares by AerFi Sverige. The
price to be paid in the compulsory acquisition will be determined under the
Swedish Companies Act and, although it is usually equal to the offer price, it
may be higher or lower than the offer price.
If the process of compulsory acquisition is initiated and if AerFi Sverige
and the remaining minority shareholders in Indigo cannot agree on the price to
be paid, an arbitration tribunal will be determined to establish the price.
After the arbitration tribunal has been constituted and either the right of
compulsory acquisition is undisputed or a decision on the right of compulsory
acquisition has become final, AerFi Sverige may secure title to the remaining
Indigo shares by providing security for its obligation to pay the compulsory
acquisition price and interest when determined by the arbitration tribunal and
by filing a request with the arbitrators to approve the security offered by
AerFi Sverige for payment by it of the compulsory acquisition price. Once the
arbitrators approve the security offered, the ownership of Indigo shares will
transfer immediately to AerFi Sverige. The compulsory acquisition price,
including interest payable from the date that compulsory acquisition proceedings
are initiated, will then be determined by the arbitrators. The parties may
appeal against the arbitrators' award to the district court in Malmo, Sweden.
The process of determining the compulsory acquisition price and interest may
involve legal submissions from the various parties and may take considerable
time to complete.
This summary of your rights is not a complete statement of the procedures
that you should follow to exercise your rights under the Swedish Companies Act.
The applicable provisions of the Swedish Companies Act appears as Exhibit (e)(1)
to the Schedule 13E-3.
The Combination Agreement
The following is a summary of the material provisions of the combination
agreement, a copy of which is filed as Exhibit (c)(1) to the Schedule 14D-1. The
summary is qualified in its entirety by reference to the combination agreement,
which is incorporated herein by reference. You are urged to read the combination
agreement in its entirety.
The Offer
AerFi Sverige agreed to commence the offer no later than five business days
after the combination agreement is announced. AerFi Sverige only has to accept
for payment and pay for Indigo shares tendered under the offer if certain
conditions that are described in "The Tender Offer -- Certain Conditions of the
Offer" are satisfied or waived.
AerFi Sverige expressly reserves the right to waive the conditions to the
offer and to make any change in the terms or conditions of the offer. However,
AerFi Sverige may not without the consent of Indigo:
o change the form of consideration to be paid;
o decrease the price per Indigo share or the number of Indigo shares
sought in the offer;
o add conditions to the offer in addition to those listed in "The Tender
Offer -- Certain Conditions of the Offer";
o establish a minimum number of Indigo shares that must be tendered in
the offer;
o otherwise amend the terms or conditions of the offer in a manner that,
in Indigo's reasonable judgment, is adverse to Indigo or holders of
Indigo shares.
However, AerFi Sverige may, without the consent of Indigo, extend the
offer:
o if any condition to the offer shall not have been satisfied or waived
when the offer expires, until those conditions are satisfied or
waived; or
o for any period required by any rule, regulation or interpretation of
the Securities and Exchange Commission or by applicable law; or
o on one or more occasions for an aggregate period of not more than 20
business days if, when the offer expires the number of Indigo shares
validly tendered and not withdrawn do not, together with the Indigo
shares exchanged/sold to us and AerFi Sverige by controlling
shareholders of Indigo pursuant to the share exchange and share
purchase agreements, represent more than 90% of the voting rights and
more than 90% of the Indigo shares outstanding.
As soon as practicable after the conditions described under "The Tender
Offer -- Conditions to the Offer" are satisfied or waived and in compliance with
its obligations under the Securities Exchange Act, AerFi Sverige shall accept
all validly tendered Indigo shares for payment that have not been withdrawn. If
any of the conditions listed in paragraph (1), subclauses (1), (2), (3) and (4)
of paragraph (2)(a) and paragraph 2(b) (without the reference to subclause (5)
of paragraph 2(a)) under "The Tender Offer --Certain Conditions of the Offer"
shall not have been satisfied when the offer expires, and AerFi Sverige and
Indigo reasonably believe that that condition can be satisfied, AerFi Sverige
shall extend the offer from time to time. AerFi Sverige shall not, however, be
required to extend the offer beyond March 31, 2000.
The Compulsory Acquisition
If AerFi Sverige owns more than 90% of the voting rights and more than 90%
of the outstanding Indigo shares after the unconditional time, AerFi Sverige
intends to commence a compulsory acquisition of the remaining Indigo shares
under the Swedish Companies Act.
Stock Options
Each option or warrant to purchase Indigo shares from Indigo that is
outstanding under any of Indigo's employee stock option or compensation plans or
arrangements will be canceled. Holders of options or warrants will, at the
election of the holder, either receive cash or options to purchase AerFi's
ordinary shares.
Representations and Warranties
We, AerFi Sverige and Indigo have given various customary representations
and warranties, including the following:
o Indigo, AerFi Sverige and we have represented as to our and their
corporate status, the authorization and the enforceability of the
combination agreement against each of us and them, the information to
be provided by each of us and them for inclusion in the U.S.
Securities and Exchange Commission filings related to the offer and
the combination, finders' fees and noncontravention,
o We have represented as to the sources of financing for the combination
and the offer; and
o Indigo has represented as to its capitalization, its subsidiaries and
equity investments, certain information about its aircraft and leases,
third party contracts, indebtedness, the accuracy of its financial
statements and filings with the U.S. Securities and Exchange
Commission, compliance with laws, the absence of undisclosed material
liabilities, the absence of certain changes or events concerning its
business from December 31, 1998 to the date of the combination
agreement, the absence of material litigation, certain tax matters,
certain employee benefit and pension plan matters, certain
environmental matters, assets, certain labor matters, insurance, the
inapplicability of any anti-takeover statutes, year 2000 compliance
and the identification of and absence of material adverse changes.
The representations and warranties contained in the combination agreement
will only be in effect until the unconditional time.
Covenants
We, AerFi Sverige and Indigo have given various customary covenants. Below
is a description of certain of these covenants:
Conduct of Business. Indigo agreed that, from November 11, 1999 until the
unconditional time, it will conduct its businesses as in the ordinary course
consistent with past practice and will preserve its business organizations and
relationships with third parties intact and keep available the services of its
present officers and employees.
Specifically, Indigo will not, except as otherwise permitted by the
combination agreement or if we consent in writing:
o adopt or propose any change in its organizational documents;
o merge or consolidate with any other person or acquire a material
amount of stock or assets of any other person;
o acquire any aircraft other than under contracts or commitments in
effect as of November 11, 1999;
o sell or otherwise dispose of any aircraft or any material subsidiary
or material amount of assets, securities or property, except under
existing contracts or commitments and in the ordinary course
consistent with past practice;
o take any action that would make any of its representations and
warranties under the combination agreement inaccurate at or as of any
time before the unconditional time; or
o omit to take any action necessary to prevent any of its representations
or warranties from being inaccurate at any time.
However, nothing described in the preceding paragraph shall prevent Indigo
from leasing, financing or refinancing its aircraft or any interest in its
aircraft in the ordinary course of business consistent with past practice.
Access to Information. From November 11, 1999 until the unconditional time
and subject to applicable law Indigo agreed to:
o give us full access to Indigo's offices, properties, books and records;
o furnish us all financial and operating data and other information that
they may reasonably request; and
o instruct its employees, counsel, financial advisors, auditors and
other authorized representatives to cooperate with us in our
investigation of Indigo.
No Solicitation; Other Offers. Indigo agreed that it will:
o not solicit or encourage the submission of an acquisition proposal;
o not engage in discussions or negotiations with, or disclose any
nonpublic information about Indigo or give access to its properties,
books or records to any person who makes, may be considering making,
or has made, an acquisition proposal;
o not grant any waiver or release under any standstill or similar
agreement relating to any class of its equity securities; or
o notify us promptly after receipt of any acquisition proposal (or
indication thereof) or any information request related to an
acquisition proposal.
However, this covenant does not prohibit Indigo from engaging in
substantive discussions with, or furnishing nonpublic information to, any person
who delivers an acquisition proposal for at least a majority of the Indigo
shares which Indigo's board of directors determines in good faith by a majority
vote to be superior to our proposal pursuant to the combination agreement, if:
o Indigo has complied with the covenant above;
o Indigo's board of directors determines in good faith by a majority
vote, after consultation with Indigo's outside legal counsel, that it
should, in its reasonable judgment, engage in discussions or furnish
nonpublic information in order to comply with its fiduciary duties to
Indigo under applicable law;
o the person who delivers the superior acquisition proposal executes a
confidentiality agreement with terms at least as favorable to Indigo
as those contained in the confidentiality agreement with us which was
superseded by the combination agreement; and
o Indigo notifies us about its intentions to engage in discussions or
furnish nonpublic information.
Indigo further agreed to terminate all activities, discussions and
negotiations with any persons conducted before November 11, 1999, relating to
any acquisition proposal. However nothing prevents Indigo's board of directors
from complying with Rule 14e-2 under the Exchange Act or the Swedish Companies
Act regarding any acquisition proposal.
Indigo's board of directors may withdraw, or modify in a manner adverse to
us, its recommendation to holders of Indigo shares if:
o Indigo has complied with its obligations to us described above;
o a superior acquisition proposal is pending at the time the board of
directors determines to take that action;
o the board of directors determines in good faith by a majority vote,
after consultation with Indigo's outside legal counsel, that it
should, in its reasonable judgment, take that action to comply with
its fiduciary duties to Indigo under applicable law; and
o Indigo notifies us that it intends to take that action and identifies
the person making, and the material terms and conditions of, that
superior acquisition proposal.
Indemnification and Insurance of Indigo's Directors and Officers. We agreed
to indemnify Indigo's directors, officers or employees against specific claims
asserted or made within a period of five years after the unconditional time. We
have also agreed to pay all reasonable expenses incurred by or on behalf of any
indemnified party in defending against any claim promptly after statements for
those reasonable expenses are received, so long as:
o payment is permitted under applicable law; and
o the relevant indemnified party agrees to reimburse us for the payment
of any expenses if it is ultimately determined that that person is not
entitled to indemnification.
For a period of five years after the unconditional time, we shall cause
Indigo to maintain the officers' and directors' liability insurance covering
persons who are presently covered by Indigo's officers' and directors' liability
insurance policies, for acts or omissions occurring at or before the
unconditional time on terms at least as favorable as those in effect on the date
of the combination agreement or at the unconditional time. However, AerFi will
not be required to expend in any one year an amount in excess of 150% of the
annual premiums currently paid by Indigo for that insurance.
Conditions of the Offer
See "The Tender Offer -- Certain Conditions of the Offer".
Termination
The combination agreement may be terminated before the unconditional time
of the offer as follows:
(1) by mutual written consent of Indigo, AerFi Sverige and us;
(2) by either Indigo or us if:
(a) the offer is not consummated by March 31, 2000. (This right is not
available to any party whose breach of any provision of the combination
agreement has been the cause of, or resulted in, the failure of the offer
to be consummated by that time.); or
(b) the acceptance and payment for the Indigo shares under the offer
is prohibited or AerFi Sverige is enjoined from accepting and paying for
the Indigo shares;
(3) by us and AerFi Sverige, if, before acceptance for payment of the
Indigo shares under the offer:
(a) any person or group (other than AerFi Sverige, any of its
affiliates or any institutional investor) acquires or proposes to acquire,
after November 11, 1999 beneficial ownership of more than 10% of the Indigo
shares or more than 10% of the assets of Indigo, or is granted any option,
right or warrant, conditional or otherwise, to acquire beneficial ownership
of those Indigo shares or assets (this termination right shall not be
implicated solely by virtue of the Indigo shares beneficially owned by any
Indigo shareholder who, on November 11, 1999, already beneficially owned
more than 10% of the outstanding Indigo shares.);
(b) any person or group (other than AerFi Sverige or any of its
affiliates) makes or publicly announces an intention to make, a tender or
exchange offer for at least 10% of the outstanding Indigo shares or
publicly proposes to enter into a definitive agreement or an agreement in
principle with Indigo regarding an acquisition proposal;
(c) (1) Indigo's board of directors withdraws or modifies in a manner
adverse to AerFi Sverige, its approval or recommendation of the combination
agreement, the offer or the combination, or recommends or enters into, or
publicly announces its intention to enter into, an agreement or an
agreement in principle for an acquisition proposal (or shall have resolved
to do any of the foregoing); (2) there is a material breach of the
provisions described in "-- Covenants -- No Solicitation; Other Offers"; or
(3) Indigo enters into a definitive agreement or an agreement in principle
with a third party regarding an acquisition proposal;
(d) (1) any of Indigo's representations or warranties in the
combination agreement that is (A) qualified by materiality or material
adverse effect or any similar standard or qualification, was not true and
correct when made or at any time before the acceptance for purchase of the
Indigo shares or (B) not so qualified, was true and correct in all material
respects when made or at any time before the acceptance for purchase of the
Indigo shares; or (2) Indigo breaches or fails to perform any of its
obligations under the combination agreement, and in the case of either
clause (1) or (2), we reasonably determine, after five Swedish business
days' notice by us to Indigo, that the inaccuracy, breach or failure is
incapable of being cured by March 31, 2000; or
(e) AerFi Sverige terminates the offer because of any of the events
described in "The Tender Offer -- Conditions to the Offer"; or
(4) by Indigo if:
(a) AerFi Sverige terminates the offer or allows the offer to expire
without either the purchase of any Indigo shares, or an extension of, the
offer, other than because of any of the events described in "The Tender
Offer -- Conditions to the Offer";
(b) before the purchase of Indigo shares under the offer, a person or
group makes a superior proposal and Indigo's board of directors terminates
the combination agreement and enters into a binding agreement concerning
that acquisition proposal; provided that Indigo may not exercise this right
to terminate, and may not enter into a binding written agreement regarding
that acquisition proposal, unless:
(1) Indigo notifies us at least five business days in advance that
Indigo's board of directors has authorized and intends to terminate the
combination agreement, specifying the material terms and conditions of the
acquisition proposal,
(2) We do not make, within five business days of receiving that
notice, an offer such that a majority of Indigo's board of directors
determines that (A) the foregoing acquisition proposal no longer is
superior to our proposal or (B) its fiduciary duties to Indigo no longer
dictate that it should, in its reasonable judgment, terminate the
combination agreement, and
(3) on or before that termination, Indigo pays us a $5 million
termination fee.
In connection with the foregoing, Indigo agreed that it will (1) not
enter into a binding agreement with respect to any acquisition proposal
until at least the sixth business day after it notifies us, (2) negotiate
in good faith with us, and consider in good faith any offer made by us,
during that period and (3) notify us promptly if it changes its intention
to enter into such binding agreement; or
(c) (1) any of our representations or warranties made in the
combination agreement that is (A) qualified by materiality or material
adverse effect or any similar standard or qualification, was not true and
correct when made or at any time before the acceptance for purchase of the
Indigo shares or (B) not so qualified, was not true and correct in all
material respects when made or at any time before the acceptance for
purchase of the Indigo shares, or
(2) AerFi breaches or fails to perform any of its obligations under
the combination agreement, and in the case of either clause (1) or (2),
Indigo reasonably determines, after five Swedish business days' notice by
Indigo to AerFi, that that inaccuracy, breach or failure is incapable of
being cured by March 31, 2000.
Certain Fees and Expenses
Indigo has agreed to pay us a termination fee of $5 million if:
o we terminate the combination agreement under clause (c) of paragraph
(3) under "--Termination" above; or
o Indigo terminates the combination agreement under clause (b) of
paragraph (4) under "-- Termination" above.
Indigo has agreed to pay us a termination fee of $5 million plus our
documented out-of-pocket costs and expenses (not to exceed $2 million) in
connection with the negotiation, execution, delivery and performance of the
combination agreement and any consideration, investigation, negotiation and
structuring of the transactions contemplated by the combination agreement if:
o we terminate the combination agreement under clause (a) or (b) of
paragraph (3) under "--Termination" above; and
o before that termination any of the events described in clause (a) or
(b) of paragraph (3) under "-- Termination" above shall have occurred
and concurrently with or within 12 months after that termination, a
third party acquisition event occurs with the party or any of its
affiliates that made the acquisition, offer or public proposal
described in such clauses.
A "third party acquisition event" means (1) the consummation of an
acquisition proposal or series of acquisition proposals that results in (a)
holders of Indigo shares before that transaction, by virtue of their ownership
of those Indigo shares, in the aggregate owning less than 50% of the voting
securities of the entity surviving or resulting from that transaction (or, if
that entity is not its own ultimate parent, then its ultimate parent), (b) the
sale, lease, exchange, transfer or other disposition of at least 50% of the
assets of Indigo and its subsidiaries, taken as a whole or (c) the acquisition,
directly or indirectly, by any person or group (other than the current Indigo
shareholders, but only with respect to the Indigo shares beneficially owned by
them as of the date of the combination agreement) of beneficial ownership of 50%
or more of the Indigo shares (whether by merger, consolidation, share exchange,
business combination, tender or exchange offer or otherwise) or (2) the entering
into by Indigo, certain Indigo shareholders or any of their respective
affiliates of a definitive agreement with respect to any such transaction.
Indigo has agreed to pay our documented out-of-pocket costs and expenses
(not to exceed $2 million) in connection with the negotiation, execution,
delivery and performance of the combination agreement and any consideration,
investigation, negotiation and structuring of the transactions contemplated by
the combination agreement if:
o if the combination agreement is terminated under clause (c) or (d) of
paragraph (3) or Clause (b) of paragraph (4) under "-- Termination"
above, and
o at the time of that termination AerFi was in compliance with its
obligations under the combination agreement.
We have agreed to pay Indigo a termination fee of $5 million if Indigo
terminates the combination agreement under clause (a) of paragraph (4) under "--
Termination" above.
We have agreed to pay Indigo its documented out-of-pocket costs and
expenses (not to exceed $2 million) in connection with the negotiation,
execution, delivery and performance of the combination agreement and any
consideration, investigation, negotiation and structuring of the transactions
contemplated by the combination agreement if:
o Indigo terminates the combination agreement under (a) or (c) of
paragraph (4) under "--Termination" above, and
o at the time of the termination Indigo was in compliance with its
obligations under the combination agreement.
If we or Indigo fail(s) to promptly pay any amount due as described above,
we or Indigo shall also pay any costs and expenses incurred by the other in
connection with a legal action to enforce the combination agreement that results
in a judgment against us or Indigo.
Except as discussed above, all costs and expenses incurred in connection
with the combination agreement will be paid by the party incurring that cost or
expense.
Amendments and Waivers
The combination agreement may be amended or waived before the unconditional
time if that amendment or waiver is in writing and signed, in the case of an
amendment, by Indigo, AerFi Sverige and us or in the case of a waiver, by the
party against whom the waiver is to be effective.
The Share Exchange Agreement
On November 11, 1999, we entered into a share exchange agreement with
certain of Indigo's shareholders. See also "Interests of Certain Persons in the
Offer -- Beneficial Ownership of the Indigo Shares." This document refers to
these individuals and entities as the exchanging shareholders. The exchanging
shareholders agreed to:
o transfer and deliver 5,891,670 Indigo shares to AerFi in exchange for
21,799,179 of AerFi's ordinary shares (at an exchange ratio of 3.7
AerFi ordinary shares for each Indigo share). The number of Indigo
shares that each exchanging shareholder is exchanging with AerFi under
the share exchange agreement is set out under "Interests of Certain
persons in the Offer-Beneficial Ownership of the Indigo Shares";
o grant all of the consents of that exchanging shareholder that may be
required under the terms and conditions of Indigo's stock option or
compensation plans or arrangements to effect the exchange of the
options and warrants that is contemplated by the combination
agreement.
No valuation of AerFi's ordinary shares was prepared in connection with the
offer, the share exchange agreement and the share purchase agreement
transactions. AerFi's ordinary shares are not listed on any recognized
securities exchange or quotation system or traded on any recognized public
trading market and are traded, on a very infrequent basis, only in private
transactions. According to AerFi's articles of association, each transfer of
AerFi's ordinary shares must be reported to AerFi, including the number of
shares transferred and the price per share paid. In the three-month period from
August 16, 1999, to November 16, 1999, the weighted average price of AerFi's
ordinary shares transferred was $2.121 per share. Given the limited and illiquid
nature of the trading market for AerFi's ordinary shares, this price may not
reflect an accurate valuation of AerFi's ordinary shares.
Each exchanging shareholder also agreed not to:
o grant any proxy or enter into any voting arrangement regarding its
Indigo shares;
o place any encumbrance on or dispose of its Indigo shares or its
employee options except to its affiliates;
o solicit or initiate the acquisition of any interest in the business,
assets or capital stock of Indigo;
o transfer or grant any option to transfer any rights in its AerFi
shares during the six month period following the transfer of the
Indigo shares to AerFi except to certain permitted transferees;
o exercise any registration rights regarding its Indigo shares; and
o disclose any confidential documents and information concerning AerFi
or any of its subsidiaries furnished to that exchanging shareholder in
connection with the share exchange agreement.
Board of Directors and Management
We have agreed that when the share exchange has been consummated, we will:
o appoint Mr. Karl-Axel Granlund and Mr. John Evans to our board of
directors. These appointments will only be in effect until November 1,
2000. We have no obligation after such time to cause any of these
appointments to our board of directors. During the time that Mr.
Granlund serves as a member of our board of directors, he will have
the right to appoint an observer, subject to certain restrictions and
limitations, to attend meetings of AerFi's board of directors on his
behalf. Mr. Granlund has informed us that he intends to appoint Mr.
Geir Stormorken, managing director of Braathen Lease and Aviation Know
How A/S and of Braganza A/S as his observer.
o appoint Mr. John Evans President and Chief Executive Officer of ErgoFi
Inc., our wholly-owned subsidiary.
Representations and Warranties
The share exchange agreement contains various customary representations and
warranties, including the following:
o by us as to our corporate status, the authorization and enforceability
of the share exchange agreement against us, capitalization, the
accuracy of our financial statements, the absence of occurrence of
certain events that would reasonably be expected to have a material
adverse effect on our ability to perform our obligations under the
share exchange agreement, our aircraft fleet and related leases, as to
certain tax matters, and our year 2000 compliant status.
o by each exchanging shareholder as to its valid title to its Indigo
shares, the authorization and enforceability of the share exchange
agreement against it, the number of Indigo shares owned by it, its
understanding that the AerFi shares to be issued to it will not be
registered under the Securities Act of 1933 and finders' fees.
Certain Conditions to the Share Exchange Agreement
The sale and exchange of Indigo shares will not take place unless the
following conditions are met:
o the expiration or termination of any applicable waiting period under
the Hart-Scott-Rodino Act (the U.S. antitrust legislation);
o compliance with the Irish mergers and takeovers legislation;
o the sale and exchange of shares is not illegal; and
o all necessary filings in relation to the sale and the exchange have
been made.
Our obligation to exchange the Indigo shares for our shares is also subject
to the following conditions:
o all shareholders have performed their obligations under the share
exchange agreement in all material respects;
o the accuracy of Indigo's representations and warranties in the
combination agreement;
o the accuracy of the shareholders' representations and warranties in
the share exchange agreement;
o there is no law or proceeding which interferes, or could interfere,
with our ownership of Indigo or the Indigo shares or otherwise could
have a material adverse effect on Indigo or us;
o there is no change in Indigo's business, assets, financial condition
or otherwise that could be expected to have a materially adverse
effect on Indigo.
The exchanging shareholders' obligation to exchange their shares is also
subject to the following conditions:
o we have performed our obligations under the share exchange agreement
in all material respects;
o the accuracy of our representations and warranties in the share
exchange agreement;
o there is no change in our business, assets, financial condition or
otherwise that could be expected to have a materially adverse effect
on us; and
o our legal counsel shall have delivered certain opinions to Indigo.
Termination
The share exchange agreement may be terminated before the sale and exchange
of Indigo shares:
o by mutual written agreement of us and exchanging shareholders holding
more than 50% of the Indigo shares to be exchanged under the share
exchange agreement;
o by us or exchanging shareholders holding more than 50% of the Indigo
shares to be exchanged under the share exchange agreement, if the
exchange has not occurred on or before March 31, 2000;
o by us or exchanging shareholders holding more than 50% of the Indigo
shares to be exchanged under the share exchange agreement, if the
consummation of the offer and the combination is prohibited or there
is any judgment, injunction, order or decree enjoining the parties
from consummating the offer and the combination;
o by exchanging shareholders holding more than 50% of the Indigo shares
to be exchanged under the share exchange agreement if any
representation or warranty made by AerFi in the share exchange
agreement that is inaccurate when made or at any time before the
exchange of shares or we have breached or failed to perform in any
material respect any of our obligations under the share exchange
agreement, and in either case, such exchanging shareholder reasonably
determines, after 30 calendar days' notice by such exchanging
shareholder to us, that inaccuracy, breach or failure is incapable of
being cured by March 31, 2000; or
o by us if any representation or warranty by Indigo in the combination
agreement or any representation or warranty by any of the exchanging
shareholders in the share exchange agreement is inaccurate when made
or at any time before the exchange of shares or any of the exchanging
shareholders shall have breached or failed to perform in any material
respect any of their respective obligations under the share exchange
agreement, and in either case, we reasonably determine, after 30
calendar days' notice by us to the exchanging shareholders, that that
inaccuracy, breach or failure is incapable of being cured by March 31,
2000.
A copy of the share exchange agreement is filed as Exhibit (c)(2) to the
Schedule 14D-1 and incorporated herein by reference, and the foregoing summary
of the share exchange agreement is qualified in its entirety by reference
thereto.
The Share Purchase Agreement
On November 11, 1999, AerFi Sverige entered into a share purchase agreement
with certain of Indigo's shareholders. See also "Interests of Certain Persons in
the Offer -- Beneficial Ownership of the Indigo Shares." Each of these
shareholders agreed to sell to AerFi Sverige the Indigo shares that are owned by
it on the date of the share purchase agreement, except for Indigo shares to be
exchanged by some of those shareholders for AerFi shares under the share
exchange agreement, at the same price per Indigo share ($13) received by holders
of Indigo shares under the offer.
The sale and purchase under the share purchase agreement is subject to the
same conditions as the share exchange under the share exchange agreement.
A copy of the share purchase agreement is filed as Exhibit (c)(3) to the
Schedule 14D-1 and incorporated herein by reference, and the foregoing summary
of the share purchase agreement is qualified in its entirety by reference
thereto.
The Option Agreement
On November 11, 1999, we entered into an option agreement with the
exchanging shareholders. Pursuant to this agreement, we will grant to the
exchanging shareholders options to purchase an aggregate of 1,000,000 AerFi
ordinary shares, exercisable at any time from the date of receipt to the third
anniversary of that date at the price of $3.17 per AerFi ordinary share in cash.
The grant of options is subject to the same conditions as the share
exchange under the share exchange agreement.
A copy of the option agreement is filed as Exhibit (c)(4) to the Schedule
14D-1 and incorporated herein by reference, and the foregoing summary of the
option agreement is qualified in its entirety by reference thereto.
The Registration Rights Agreement
On November 11, 1999, we entered into a registration rights agreement with
the exchanging shareholders. We agreed that if we propose to sell ordinary
shares in an underwritten public equity offering in any jurisdiction under an
effective registration statement, other than a registration statement relating
solely to employee benefit plans, under the Securities Act or under a comparable
law of any other jurisdiction, we will give at least 30 days' written notice to
the exchanging shareholders before filing the registration statement. The notice
shall offer to the exchanging shareholders the opportunity to include in the
offering the number of ordinary shares as each exchanging shareholder may
request. Within 20 days after receipt of that notice, the exchanging
shareholders shall, subject to the conditions described in the registration
rights agreement, have the right by notifying us in writing to require us to
include in the registration statement relating to that offering the number of
ordinary shares as that exchanging stockholder may request subject to the rights
of holders of already outstanding registration rights.
A copy of the registration rights agreement is filed as Exhibit (c)(5) to
the Schedule 14D-1 and incorporated herein by reference, and the foregoing
summary of the registration rights agreement is qualified in its entirety by
reference thereto.
The Tag-Along Rights Agreement
On November 11, 1999, one of our major shareholders, Texas Pacific Group or
TPG, agreed to extend to the exchanging shareholders of Indigo certain rights
currently enjoyed by the officers and directors of AerFi to include
("tag-along") their AerFi ordinary shares (or a portion thereof) in sales by TPG
of its AerFi ordinary shares (or a portion thereof).
A copy of the tag-along rights agreement is filed as Exhibit (c)(6) to the
Schedule 14D-1 and incorporated herein by reference, and the foregoing summary
of the tag-along rights agreement is qualified in its entirety by reference
thereto.
Letter Regarding Intention to Tender
One of the shareholders of Indigo, Industrifinans SMB III ASA, has informed
Karl-Axel Granlund (one of the exchanging shareholders) that it intends to
tender all its Indigo shares. As of September 30, 1999 Industrifinans SMB III
ASA owned 219,920 Indigo shares. The letter from Industrifinans SMB III ASA is
filed as Exhibit (c)(7) to the Schedule 14D-1 and incorporated herein by
reference.
Interests of Certain Persons in the Offer
In considering the recommendation of the Indigo board of directors to
approve the combination, Indigo shareholders should consider that some of
Indigo's directors and officers have interests in the combination that differ
from, or are in addition to, their interests as Indigo shareholders. Indigo's
directors and officers may receive benefits from the combination not available
to Indigo shareholders generally. The Indigo board of directors was aware of
these interests and considered them, among other matters, in approving the
combination agreement and the transactions contemplated by the combination
agreement.
U.S. Employment Agreements
ErgoFi Inc., a wholly-owned subsidiary of AerFi, has entered into
employment agreements with the following officers of Indigo Airlease
Corporation, a U.S. wholly owned subsidiary of Indigo: John Evans, Joseph
Drobnich, Israel Padron and Arthur McChesney. The agreements will become
effective upon the completion of the combination. The employment agreements for
John Evans and Joseph Drobnich will replace their current employment agreements
with Indigo Airlease Corporation, a wholly-owned U.S. subsidiary of Indigo. The
term of the agreements is for three years commencing on the closing date of the
combination and ending on the third anniversary thereof, unless renewed by
mutual written agreement. Among other things, the agreements provide for each
employee to receive:
o base salary;
o a performance-related bonus, at the absolute discretion of the ErgoFi
Inc. board;
o such other benefits and perquisites as are generally provided by
ErgoFi Inc. to its senior management employees in the United States;
and
o a car.
In addition to the benefits listed above, Joseph Drobnich is also entitled
to, until April 2, 2001, the airfare for up to two round-trips per year for the
executive's spouse between Florida and California.
The agreements also provide that, if an executive (x) is terminated by
ErgoFi Inc. without "cause", as defined in the agreements, or (y) terminates his
employment for "good reason", as defined in the agreements, as a severance
benefit, ErgoFi Inc. will continue to pay the executive for a period of (a)
eighteen months following the date of termination if the date of termination is
within twelve months of the closing date of the combination, an amount equal to
the installments of his base salary (at the rate in effect at the date of
termination) that would have been paid to him had his agreement and his
employment with ErgoFi Inc. not been terminated or (b) six months following the
date of termination if the date of termination is not within twelve months of
the closing date of the combination, an amount equal to the installments of his
base salary (at the rate in effect at the date of termination) that would have
been paid to him had his agreement and employment with ErgoFi Inc. not been
terminated.
The agreements further provide for restrictions relating to confidentiality
and, for a two-year period after the executive's termination, restrictions
relating to nonsolicitation of employees of ErgoFi Inc. and its affiliates. They
also provide that, unless otherwise waived by ErgoFi Inc., the executive is not
to compete with ErgoFi Inc. and its affiliates for a period of two years after
the executive's termination. During the two-year noncompete period, in
consideration for the executive's covenant not to compete, ErgoFi Inc. will pay
the executive:
o executive's base salary applicable at the time of termination;
o a bonus equal to the average of the aggregate amounts paid to the
executive as bonus in the two preceding years; and
o a sum equal to the aggregate amount that ErgoFi Inc. would have paid
during each year of the noncompete period for benefits for the
executive had the executive remained employed by ErgoFi Inc.
Swedish Employment Agreement
Indigo has entered into an employment agreement with Mario Schuler,
managing director of Indigo, which will become effective upon completion of the
combination. The employment agreement will replace the current employment
agreement between Mr. Schuler and Indigo. The term of the agreement is for three
years commencing on the closing date of the combination and ending on the third
anniversary thereof, unless renewed by mutual written agreement. Among other
things, the agreement provides for:
o base salary;
o a performance-related bonus, at the absolute discretion of the board;
o a house, including electricity, water, heating and fees for a security
alarm system at no cost to the executive;
o the free use of a car; and
o such other benefits and perquisites as are generally provided by
Indigo to its other senior management employees in Sweden.
The agreement also provides that, if the executive (x) is terminated by
Indigo without "cause", as defined in the agreement, or (y) terminates his
employment for "good reason", as defined in the agreement, as a severance
benefit, Indigo will continue to pay the executive for a period of (a) eighteen
months following the date of termination if the date of termination is within
twelve months of the closing date of the combination, an amount equal to the
installments of his base salary (at the rate in effect at the date of
termination) that would have been paid to him had his agreement and his
employment with Indigo not been terminated or (b) six months following the date
of termination if the date of termination is not within twelve months of the
closing date of the combination, an amount equal to the installments of his base
salary (at the rate in effect at the date of termination) that would have been
paid to him had his agreement and employment with Indigo not been terminated.
The agreement further provides for restrictions relating to confidentiality
and, for a two-year period after executive's termination, restrictions relating
to nonsolicitation of employees of Indigo and its affiliates. It also provides
that, unless otherwise waived by Indigo, the executive is not to compete with
Indigo and its affiliates for a period of two years after the executive's
termination. During the two-year noncompete period, in consideration for the
executive's covenant not to compete, Indigo will pay the executive:
o executive's base salary applicable at the time of termination;
o a bonus equal to the average of the aggregate amounts paid to the
executive as bonus in the two preceding years; and
o a sum equal to the aggregate amount that Indigo would have paid during
each year of the noncompete period for benefits for the executive had
the executive remained employed by Indigo.
Consulting Agreements; Director Payments
ErgoFi Inc. has entered into a consulting agreement with Bradley Winograd
which will become effective upon the completion of the combination. The
consulting agreement will replace the current employment agreement between Mr.
Winograd and Indigo Airlease Corporation. The term of the consulting agreement
is for six months commencing on the closing date of the combination. If the
parties mutually agree in writing, the term may be extended for additional
six-month periods.
The agreement provides that, in consideration of Mr. Winograd's agreement
to provide consulting services to ErgoFi Inc. in relation to all financial
matters in respect of Indigo and its subsidiaries, including in relation to the
integration of the AerFi and Indigo businesses, ErgoFi Inc. will pay Mr.
Winograd a consulting fee at the rate of $242,500 per year pro-rated on a
monthly basis and will provide Mr. Winograd with such benefits as are generally
provided to employees of ErgoFi Inc.
The agreement also provides that if Mr. Winograd is terminated without
cause prior to the termination of the original six month term, Mr. Winograd will
be entitled to receive the fees and benefits he would have received during that
six month term had his agreement and consultancy with ErgoFi Inc. not been
terminated.
The agreement further provides that Mr. Winograd is entitled to a car and,
at ErgoFi Inc.'s absolute discretion, a performance-related bonus at the end of
the term.
It is expected that Mr. Karl-Axel Granlund will also enter into a
consulting agreement with Indigo in connection with his services as a director
of AerFi. The terms of this consulting agreement are currently being negotiated.
The Indigo board of directors approved the payment to Mitchell Gordon, a
director of Indigo, of an aggregate of $140,000 for his services in advising the
board on the terms and conditions of the combination agreement and the offer and
negotiating and facilitating the transaction with AerFi.
Beneficial Ownership of the Indigo shares
Schedule I to this document lists information concerning beneficial
ownership of the Indigo shares as of November 17, 1999 by each of the directors
and executive officers of Indigo.
The table below sets forth the directors and executive officers of Indigo
who will exchange and/or sell their Indigo shares to us and to AerFi Sverige
pursuant to the share exchange and share purchase agreement transactions, and
the number of Indigo shares that each of these directors and executive officers
will exchange and/or sell pursuant to the share exchange and share purchase
agreements.
<TABLE>
Number of Indigo Shares Number of Indigo Shares
to be Exchanged under the to be Sold under the
Name Share Exchange Agreement Share Purchase Agreement
---------------------------- ---------------------------------- -----------------------------
<S> <C> <C>
Karl-Axel Granlund(1)....... 2,599,858 764,285
Geir Stormorken(2).......... 1,303,789 456,785
Jan-Eric Osterlund(3)....... 684,645 259,417
John Evans.................. 696,305 503,856
Jon David Haugse(4)......... 477,037 153,980
Bradley M. Winograd......... 130,036 94,075
Arne Wennberg............... 0 64,500
David Neeleman.............. 0 9,000
</TABLE>
- ----------
(1) Includes, in the aggregate, (i) 2,500,000 shares owned by Volito AB, of
which Mr. Granlund beneficially owns approximately 65.0% of the
outstanding capital stock, (ii) 864,043 shares owned by corporations that
are wholly owned by Mr. Granlund and (iii) 100 shares owned by Mr.
Granlund directly.
(2) Includes, in the aggregate, (i) 1,440,074 shares owned by Braathen Lease
and Aviation Know How A/S and (ii) 320,500 shares owned by Braganza A/S.
Mr. Stormorken is the Managing Director of each of these entities but
disclaims the beneficial ownership of these shares.
(3) Includes, in the aggregate, 944,062 shares owned by QueQuoin Holding, Ltd.
of which Mr. Osterlund is the chairman. Mr. Osterlund disclaims the
beneficial ownership of these shares.
(4) Includes, in the aggregate, 631,017 shares owned by Industrifinans SMB II
ASA of which Mr. Haugse is the Managing Director. Mr. Haugse disclaims the
beneficial ownership of these shares.
Management of Indigo After the Combination
See "Special Factors -- Plans for Indigo after the Offer".
<PAGE>
THE TENDER OFFER
Terms of the Offer
Upon the terms and subject to the conditions of the offer (including, if
the offer is extended or amended, the terms and conditions of that extension or
amendment), AerFi Sverige will accept and pay for all Indigo shares validly
tendered and not withdrawn before the expiration date. The expiration date will
be 12:00 midnight, New York City time, on Wednesday, December 15, 1999, or the
latest time and date that the offer, as extended by us, expires.
AerFi Sverige reserves the right, subject to the terms and conditions of
the combination agreement, to extend the period during which the offer is open
by giving oral or written notice of the extension to the depositary. During any
extension, all Indigo shares previously tendered and not withdrawn will remain
subject to the offer, subject to your rights to your Indigo shares as described
under "The Tender Offer -- Withdrawal Rights".
Subject to the applicable regulations of the Securities and Exchange
Commission and the terms and conditions of the combination agreement, AerFi
Sverige also expressly reserves the right, by giving oral or written notice to
the depositary and making a public announcement, to:
o delay acceptance for payment of or payment for any Indigo shares,
pending receipt of any regulatory approval specified in "The Tender
Offer -- Certain Legal Matters; Regulatory Approvals",
o terminate the offer and not accept for payment any Indigo shares if
any of the conditions specified in "The Tender Offer --Certain
Conditions of the Offer" is unsatisfied, and
o waive any condition, or otherwise amend the offer.
AerFi Sverige acknowledges that Rule 14e-1(c) under the Exchange Act
requires AerFi Sverige to pay the consideration offered or return the Indigo
shares tendered promptly after the termination or withdrawal of the offer.
Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, that
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
expiration date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d)
and 14e-1 under the Exchange Act, which require that material changes be
promptly disseminated to shareholders in a manner reasonably designed to inform
them of those changes) and without limiting the manner in which AerFi Sverige
may choose to make any public announcement, AerFi Sverige shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a press release to the Dow Jones News
Service.
If AerFi Sverige makes a material change in the terms of the offer or the
information concerning the offer, or if it waives a material condition of the
offer, AerFi Sverige will extend the offer to the extent required by Rules
14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act.
Subject to the terms of the combination agreement, if, before the
expiration date, AerFi Sverige should decide to decrease the number of Indigo
shares being sought or to increase or decrease the consideration being offered
in the offer, that decrease in the number of Indigo shares being sought or that
increase or decrease in the consideration being offered will be applicable to
all shareholders whose Indigo shares are accepted for payment under the offer
and, if at the time notice of any such decrease in the number of Indigo shares
being sought or that increase or decrease in the consideration being offered is
first published, sent or given to holders of those Indigo shares, the offer is
scheduled to expire at any time earlier than the period ending on the tenth
business day from and including the date that notice is first so published, sent
or given, the offer will be extended at least until the expiration of that ten
business day period. For purposes of the offer, a "business day" means any day
other than a Saturday, Sunday or United States federal holiday and consists of
the time period from 12:01 a.m. through 12:00 midnight, New York City time.
Consummation of the offer is conditioned upon satisfaction of the
conditions specified in "-- Certain Conditions of the Offer". AerFi Sverige may
not accept for payment or pay for any Indigo shares and may terminate the offer
if all conditions to the offer, except for applicable regulatory approvals
described under "Certain Legal Matters; Regulatory Approvals", are not satisfied
on or before the expiration date of the offer.
Indigo provided AerFi Sverige with Indigo's stockholder list and security
position listings for the purpose of disseminating the offer to you. This
document and the letter of transmittal will be mailed to record holders of
Indigo shares whose names appear on Indigo's stockholder list. This document and
the letter of transmittal will also be furnished, for subsequent transmittal to
beneficial owners of Indigo shares, to brokers, dealers, commercial banks, trust
companies, and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing.
Acceptance for Payment and Payment for Shares
Upon the terms and subject to the conditions of the offer (including, if
the offer is extended or amended, the terms and conditions of any such extension
or amendment), AerFi Sverige will accept and pay for, all Indigo shares validly
tendered before the expiration date and not properly withdrawn, promptly after
the latest to occur of the expiration date and the satisfaction or waiver of the
conditions to the offer described in "The Tender Offer -- Certain Conditions of
the Offer".
In all cases, payment for Indigo shares tendered and accepted under the
offer will be made only after the depositary receives:
o the Indigo share certificates or timely confirmation of a book-entry
transfer of those Indigo shares into the depositary's account at The
Depository Trust Company under the procedures described in "The Tender
Offer -- Procedures for Accepting the Offer and Tendering Shares";
o the letter of transmittal properly completed and executed, with any
required signature guarantees or, in the case of a book-entry
transfer, an Agent's Message (as defined below) in lieu of the letter
of transmittal; and
o any other documents required under the letter of transmittal.
For purposes of the offer, AerFi Sverige will be deemed to have accepted
for payment (and thereby purchased) Indigo shares validly tendered and not
properly withdrawn as, if and when AerFi Sverige gives oral or written notice to
the depositary of AerFi Sverige's acceptance for payment of those Indigo shares
under the offer. Upon the terms and subject to the conditions of the offer,
payment for Indigo shares accepted for payment under the offer will be made by
deposit of the purchase price therefor with the depositary, which will act as
agent for tendering shareholders for the purpose of receiving payments from
AerFi Sverige and transmitting those payments to tendering shareholders whose
Indigo shares have been accepted for payment. BUYER WILL NOT PAY INTEREST ON THE
PURCHASE PRICE FOR SHARES, REGARDLESS OF ANY DELAY IN MAKING THAT PAYMENT.
If any tendered Indigo shares are not accepted for payment for any reason
under the terms and conditions of the offer, or if Indigo share certificates are
submitted evidencing more Indigo shares than are tendered, Indigo share
certificates evidencing unpurchased Indigo shares will be returned, without
expense to the tendering stockholder (or, in the case of Indigo shares tendered
by book-entry transfer into the depositary's account at The Depository Trust
Company under the procedure described in "The Tender Offer -- Procedures for
Accepting the Offer and Tendering Shares", those Indigo shares will be credited
to an account maintained at The Depository Trust Company), as promptly as
practicable following the expiration or termination of the offer.
If, before the expiration date, AerFi Sverige increases the consideration
offered to any holders of Indigo shares under the offer, that increased
consideration will be paid to all holders of Indigo shares that are purchased
under the offer, whether or not those Indigo shares were tendered before that
increase in consideration.
AerFi Sverige reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of its affiliates, the right to purchase
all or any portion of the Indigo shares tendered under the offer, but any such
transaction or assignment will not relieve AerFi Sverige of its obligations
under the offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Indigo shares validly tendered and accepted
for payment under the offer.
Procedures for Accepting the Offer and Tendering Shares
In order for a holder of Indigo shares to validly tender Indigo shares
under the offer, the letter of transmittal (or a facsimile thereof), properly
completed and duly executed, together with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent's Message in lieu of the
letter of transmittal) and any other documents required by the letter of
transmittal, must be received by the depositary at one of its addresses listed
on the back cover of this document and either:
o the Indigo share certificates evidencing tendered Indigo shares must
be received by the depositary at that address or those Indigo shares
must be tendered under the procedure for book-entry transfer described
below and a book-entry confirmation must be received by the depositary
(including an Agent's Message if the tendering shareholder has not
delivered a letter of transmittal), in each case before the expiration
date, or
o the tendering shareholder must comply with the guaranteed delivery
procedures described below. The term "Agent's Message" means a
message, transmitted by The Depository Trust Company to, and received
by, the depositary and forming a part of a book-entry confirmation
which states that The Depository Trust Company has received an express
acknowledgment from the participant in The Depository Trust Company
tendering the Indigo shares which are the subject of that book-entry
confirmation, that that participant has received and agrees to be
bound by the terms of the letter of transmittal and that AerFi Sverige
may enforce that agreement against that participant.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
Book-Entry Transfer
The depositary will establish accounts for the Indigo shares at the
Depository Trust Company for purposes of the offer within two business days
after the date of this document. Any financial institution that is a participant
in the system of The Depository Trust Company may make a book-entry delivery of
Indigo shares by causing The Depository Trust Company to transfer those Indigo
shares into the depositary's account at The Depository Trust Company in
accordance with The Depository Trust Company's procedures for that transfer.
However, although delivery of Indigo shares may be effected through book-entry
transfer at The Depository Trust Company, either the letter of transmittal,
properly completed and executed, together with any required signature
guarantees, or an Agent's Message in lieu of the letter of transmittal, and any
other required documents, must, in any case, be received by the depositary at
one of its addresses listed on the back cover of this document before the
expiration date, or you must comply with the guaranteed delivery procedure
described below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantees
Signatures on all letters of transmittal must be guaranteed by a firm which
is a member of the Medallion Signature Guarantee Program, or by any other
"eligible guarantor institution", as that term is defined in Rule 17Ad-15 under
the Exchange Act, except in cases where Indigo shares are tendered:
o by a registered holder of Indigo shares who has not completed either
the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on the letter of transmittal, or
o for the account of an Eligible Institution.
If an Indigo share certificate is registered in the name of a person other
than the signer of the letter of transmittal, or if payment is to be made, or an
Indigo share certificate not accepted for payment or not tendered is to be
returned, to a person other than the registered holders, then the Indigo share
certificate must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the names of the registered holders appear on the
Indigo share certificate, with the signatures on that Indigo share certificate
or stock powers guaranteed by an eligible institution. See Instructions 1 and 5
of the letter of transmittal.
Guaranteed Delivery
If you desire to tender Indigo shares under the offer and the Indigo share
certificates evidencing your Indigo shares are not immediately available or you
cannot deliver the Indigo share certificates and all other required documents to
the depositary before the expiration date, or you cannot complete the procedure
for delivery by book-entry transfer on a timely basis, you may tender your
Indigo shares, if:
o tender is made by or through an Eligible Institution;
o the depositary receives a properly completed and duly executed notice
of guaranteed delivery, substantially in the form made available by
us, before the expiration date; and
o the depositary receives the Indigo share certificates (or a book-entry
confirmation) evidencing all tendered Indigo shares, in proper form
for transfer, in each case together with the letter of transmittal,
properly completed and executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's
Message), and any other documents required by the letter of
transmittal within three trading days after the date of execution of
that notice of guaranteed delivery.
A trading day is any day on which the Nasdaq National Market operated by
the National Association of Securities Dealers, Inc. is open for business.
The notice of guaranteed delivery may be delivered by hand or mail or
transmitted by telegram or facsimile transmission to the depositary and must
include a guarantee by an Eligible Institution in the form described in the form
of notice of guaranteed delivery made available by us.
In all cases, payment for Indigo shares tendered and accepted for payment
under the offer will be made only after timely receipt by the depositary of the
Indigo share certificates evidencing those Indigo shares, or a book-entry
confirmation of the delivery of those Indigo shares, and the letter of
transmittal (or a facsimile of that letter), properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message), and any other documents required by
the letter of transmittal.
Determination of Validity
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Indigo shares will be
determined by us in our sole discretion, which determination will be final and
binding on all parties. We reserve the absolute right to reject any and all
tenders determined by us not to be in proper form or the acceptance for payment
of which may, in the opinion of our counsel, be unlawful. Subject to the terms
of the combination agreement, we also reserve the absolute right to waive any
condition of the offer or any defect or irregularity in the tender of any Indigo
shares of any particular shareholder, whether or not similar defects or
irregularities are waived in the case of other shareholders. No tender of Indigo
shares will be deemed to have been validly made until all defects and
irregularities have been cured or waived. None of AerFi Sverige, the dealer
manager, the depositary, the information agent or any other person will be under
any duty to give notification of any defects or irregularities in tenders or
incur any liability for failure to give any such notification. Our
interpretation of the terms and conditions of the offer (including the letter of
transmittal and the instructions thereto) will be final and binding.
Other Requirements
By executing the letter of transmittal as described above, you irrevocably
appoint our designees as your proxies, each with full power of substitution, in
the manner described in the letter of transmittal, to the full extent of your
rights regarding the Indigo shares tendered by you and accepted for payment by
us (and with respect to any and all other Indigo shares or other securities
issued or issuable in respect of those Indigo shares on or after November 11,
1999). All those proxies shall be considered coupled with an interest in the
tendered Indigo shares. Such appointment will be effective when, and only to the
extent that, we accept the Indigo shares for payment. Upon the acceptance for
payment, all prior proxies given by you regarding Indigo shares (and those other
Indigo shares and securities) will be revoked without further action, and no
subsequent proxies may be given nor any subsequent written consent executed by
you (and, if given or executed, will not be deemed to be effective) with respect
thereto. Our designees will, with respect to the Indigo shares for which the
appointment is effective, be empowered to exercise all your voting and other
rights as they in their sole discretion may deem proper at any annual or special
meeting of Indigo's shareholders or any adjournment or postponement thereof, by
written consent in lieu of any such meeting or otherwise. We reserve the right
to require that, in order for Indigo shares to be deemed validly tendered,
immediately upon our payment for those Indigo shares, we must be able to
exercise full voting rights with respect to those Indigo shares.
The tender of Indigo shares under any one of the procedures described above
will constitute your acceptance of the offer, as well as your representation and
warranty that:
o you own the Indigo shares being tendered within the meaning of Rule
14e-4 promulgated under the Exchange Act,
o the tender of your Indigo shares complies with Rule 14e-4, and
o you have the full power and authority to tender and assign the Indigo
shares tendered, as specified in the letter of transmittal.
Our acceptance for payment of Indigo shares tendered under the offer will
constitute a binding agreement between you and us upon the terms and subject to
the conditions of the offer.
In general, if you are a United States Holder (as described below under
"The Tender Offer -- United States Federal Income Tax Consequences") that
participates in the offer, you should complete the Substitute Form W-9 in the
letter of transmittal to provide the depositary with your correct taxpayer
identification number and certify that the number is correct or properly certify
that you are awaiting a taxpayer identification number, unless an exemption is
demonstrated to apply. Otherwise, backup United States federal income tax
withholding may apply and a payment to you may be withheld at a 31% rate.
In general, if you are not a United States Holder and you participate in
the offer, you should give the depositary a completed Form W-8BEN (Certificate
of Foreign Status) before receipt of payment to prevent backup United States
federal income tax withholding.
Withdrawal Rights
Tenders of the Indigo shares made under the offer are irrevocable except
that those Indigo shares may be withdrawn at any time before the expiration date
and, unless theretofore accepted for payment by AerFi Sverige under the offer,
may also be withdrawn at any time after January 15, 2000. If AerFi Sverige
extends the offer, is delayed in its acceptance for payment of Indigo shares or
is unable to accept Indigo shares for payment under the offer for any reason,
then, without prejudice to AerFi Sverige's rights under the offer, the
depositary may, nevertheless, on behalf of AerFi Sverige, retain tendered Indigo
shares, and those Indigo shares may not be withdrawn except to the extent that
tendering shareholders are entitled to withdrawal rights as described herein.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the depositary at
one of its addresses listed on the back cover page of this document. Any such
notice of withdrawal must specify the name of the person who tendered the Indigo
shares to be withdrawn, the number of Indigo shares to be withdrawn and the name
of the registered holder of those Indigo shares, if different from that of the
person who tendered those Indigo shares. If Indigo share certificates evidencing
Indigo shares to be withdrawn have been delivered or otherwise identified to the
depositary, then, before the physical release of those Indigo share
certificates, the serial numbers shown on those Indigo share certificates must
be submitted to the depositary and the signatures on the notice of withdrawal
must be guaranteed by an Eligible Institution, unless those Indigo shares have
been tendered for the account of an Eligible Institution. If Indigo shares have
been tendered under the procedure for book-entry transfer as described in "The
Tender Offer -- Procedures for Accepting the offer and Tendering Shares", any
notice of withdrawal must specify the name and number of the account at The
Depository Trust Company to be credited with the withdrawn Indigo shares.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by AerFi Sverige, in its sole
discretion, whose determination will be final and binding. None of AerFi
Sverige, the dealer manager, the depositary, the information agent or any other
person will be under duty to give notification of any defects or irregularities
in any notice of withdrawal or incur any liability for failure to give any such
notification.
Any Indigo shares properly withdrawn will thereafter be deemed not to have
been validly tendered for purposes of the offer. However, withdrawn Indigo
shares may be re-tendered at any time before the expiration date by following
one of the procedures described in "The Tender Offer -- Procedures for Accepting
the offer and Tendering Shares".
United States Federal Income Tax Consequences
This summary of the material United States federal income tax consequences
of the offer is for general information only and is based on the law as
currently in effect. This summary does not discuss all of the tax consequences
that may be relevant to a holder of Indigo shares in light of its particular
circumstances or to holders subject to special rules, such as financial
institutions, broker-dealers, tax-exempt organizations, holders that hold their
shares as part of a straddle or a hedging or conversion transaction and holders
who acquired their Indigo shares through the exercise of an employee stock
option or otherwise as compensation.
Holders of Indigo shares are urged to consult their own tax advisors as to
the particular tax consequences to them of the offer or any compulsory
acquisition that may follow the offer, including the effect of United States
federal, state and local tax laws or Swedish, Irish or other non-United States
tax laws.
A United States Holder refers to (1) a citizen or resident of the United
States, (2) a corporation or other entity created or organized in the United
States or under the laws of the United States or of any political subdivision of
the United States, or (3) an estate or trust, the income of which is includible
in gross income for United States federal income tax purposes regardless of its
source.
A Non-United States Holder refers to a holder of Indigo shares that is not
a United States Holder.
United States Holders that Participate in the Offer
The receipt by a United States Holder of cash for Indigo shares pursuant to
the offer will be a taxable transaction under the United States Internal Revenue
Code of 1986, as amended. A tendering United States Holder will generally
recognize gain or loss in an amount equal to the difference between the cash
received by the United States Holder pursuant to the offer and that holder's
adjusted tax basis in the Indigo shares tendered pursuant to the offer. That
gain or loss will be a capital gain or loss if the Indigo shares are a capital
asset in the hands of the United States Holder. United States Holders are urged
to consult their own tax advisors as to the federal income tax treatment of a
capital gain or loss, including limitations on the deductibility of a capital
loss.
A United States Holder that tenders Indigo shares may be subject to backup
withholding at a rate of 31% unless it provides its taxpayer identification
number and certifies that the number is correct or properly certifies that it is
awaiting a taxpayer identification number, or unless an exemption is
demonstrated to apply. Backup withholding is not an additional tax. Amounts so
withheld can be refunded or credited against the United States federal income
tax liability of the United States Holder, provided appropriate information is
forwarded to the Internal Revenue Service. In general, to prevent backup
withholding, a tendering United States Holder should complete the Substitute
Form W-9 that is included in the letter of transmittal. See the discussion in
"The Tender Offer -- Procedures for Accepting the Offer and Tendering Shares --
Other Requirements".
Non-United States Holders that Participate in the Offer
A tendering Non-United States Holder will generally not be subject to
United States federal income tax on a gain realized on a disposition of Indigo
shares unless:
o the gain is effectively connected with a trade or business in the
United States of that Non-United States Holder;
o that Non-United States Holder is a non-resident alien individual who
holds Indigo shares as a capital asset and who is present in the
United States for 183 or more days in 1999; or
o that Non-United States Holder is subject to tax under the provisions
of the Internal Revenue Code of 1986, as amended, on the taxation of
United States expatriates.
Non-United States Holders are urged to consult their own tax advisors.
Information reporting and backup United States federal income tax
withholding imposed at a rate of 31% may apply to cash payments received by a
tendering Non-United States Holder pursuant to the offer if the disposition of
Indigo shares is effected by or through a United States office of a broker.
Backup withholding is not an additional tax. Amounts so withheld can be refunded
or credited against the United States federal income tax liability of the
Non-United States Holder, provided appropriate information is forwarded to the
Internal Revenue Service. In general, to prevent backup withholding, a tendering
Non-United States Holder should complete a Form W-8BEN.
Holders that Participate in a Compulsory Acquisition
The receipt by a United States Holder or Non-United States Holder of cash
pursuant to a compulsory acquisition under the Swedish Companies Act would
generally result in United States federal income tax consequences similar to
those described above in "-- United States Holders that Participate in the
Offer" or "-- Non-United States Holders that Participate in the Offer,"
respectively. Holders of Indigo shares that receive cash pursuant to a
compulsory acquisition are urged to consult their own tax advisors.
Price Range of Shares; Dividends
The Indigo shares have been traded in the over-the-counter market since
April 9, 1998, and are quoted on the Nasdaq National Market System under the
symbol IAAB.
The following table lists for the periods indicated the high and low
closing sale prices per Indigo share as reported on the Nasdaq National Market
System. Indigo has not paid any cash dividend in the periods indicated in the
following table. Bid prices represent quotations by dealers, do not reflect
mark-ups, mark-downs or commissions and may not represent actual transactions.
Market Price
------------------------
High Low
--------- ---------
1998
Second Quarter (from April 9, 1998)...................$ 14.938 $ 9.750
Third Quarter......................................... 12.750 7.000
Fourth Quarter........................................ 10.000 6.063
1999
First Quarter......................................... 8.250 6.500
Second Quarter........................................ 8.875 6.000
Third Quarter......................................... 9.500 6.750
Fourth Quarter (through November 15, 1999)............ 12.563 7.031
On November 11, 1999 there were 29 holders of record of Indigo shares and
11,276,288 outstanding Indigo shares.
On November 10, 1999, the last full day of trading before the public
announcement of the execution of the combination agreement, the closing price of
the Indigo shares on the Nasdaq National Market System was $11.313 per Indigo
share. On November 15, 1999, the closing price of the Indigo shares on the
Nasdaq National Market System was $12.562 per Indigo share.
You are urged to obtain a current market quotation for the Indigo shares.
Certain Information Concerning Indigo
Unless otherwise stated, the information concerning Indigo in this document
has been furnished by Indigo or has been taken from or based upon publicly
available documents and records on file with the Securities and Exchange
Commission and other public sources. Although AerFi Sverige and AerFi have no
knowledge that would indicate that any statement in this document that is based
upon those reports and documents are untrue, AerFi Sverige and AerFi do not take
any responsibility for the accuracy or completeness of the information contained
in those reports and other documents or for any failure by Indigo to disclose
events that may have occurred and may affect the significance or accuracy of any
such information but that are unknown to AerFi Sverige and AerFi.
General
Indigo is a Swedish limited liability company incorporated in 1988, with
its principal offices located at Sodra Forstadsgatan 4, S-211 43 Malmo, Sweden.
Indigo is principally engaged in the acquisition and leasing of narrow body
commercial jet aircraft to airlines throughout the world. Indigo also sells
aircraft from its own portfolio and selectively engages in remarketing
activities for airlines, financial institutions and other leasing companies.
The name, citizenship, business address, principal occupation or employment
and five-year employment history for each of Indigo's directors and executive
officers and certain other information are listed in Schedule I to this
document. Indigo is subject to the informational requirements of the Exchange
Act applicable to a foreign private issuer and files periodic reports and other
information with the Securities and Exchange Commission relating to its
business, financial condition and other matters. You may inspect those reports
and other information at the public reference facilities maintained by the
Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and should also be available for inspection and copying
at the regional offices of the Securities and Exchange Commission in New York
(Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York 10278)
and Chicago (Everett McKinley Dirksen Building, 219 South Dearborn Street,
Chicago, Illinois 60604). Copies of that material can also be obtained from the
Public Reference Section of the Securities and Exchange Commission in
Washington, D.C. 20549, at prescribed rates.
Certain Financial Projections
In the course of the discussions between representatives of AerFi and
Indigo regarding the offer and the combination AerFi was provided with certain
projections of Indigo's future operations. The projections, and the assumptions
underlying such projections, were not prepared with a view to public disclosure
or compliance with published guidelines of the Securities and Exchange
Commission or the guidelines established by the American Institute of Certified
Public Accountants regarding projections, and are included in this offer to
purchase only because they were provided to AerFi. None of AerFi, AerFi Sverige,
Indigo, any of their financial advisors or the dealer manager assumes any
responsibility for the accuracy of these projections. These projections are
based upon a variety of assumptions relating to the business of Indigo which may
not be realized and are subject to significant uncertainties and contingencies
beyond the control of Indigo. There can be no assurance that the projections
will be realized, and actual results may vary materially from those shown. None
of Indigo, AerFi or AerFi Sverige intends to update, revise or correct such
projections if they become inaccurate (even in the short term). In particular,
these projections will be materially affected if a material amount of Indigo's
aircraft assets are transferred to AerCo Limited in a securitization
transaction.
Set forth below is a summary of the projections. These projections should
be read together with the financial statements of Indigo referred to herein.
<TABLE>
Fiscal Year Ended December 31
----------------------------------------------------------------------------
1998(A) 1999 2000 2001 2002
------------ ------------- ------------- ------------- -------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Income Statement Data
Revenues (including interest income)........ $ 63,440 $ 104,122 $ 123,427 $ 127,721 $ 132,823
============ ============ ============ ============ ============
Income before Taxes and Minority
Interests................................. 15,547 20,089 21,898 24,352 27,424
============ ============ ============ ============ ============
Net Income.................................. 11,133 14,817 15,767 17,533 19,745
============ ============ ============ ============ ============
Earnings Per Diluted Share.................. 1.07 1.28 1.36 1.52 1.71
============ ============ ============ =========== ===========
Balance Sheet (at period end)
Cash........................................ 16,482 9,644 615 0 0
Net Aircraft................................ 548,703 797,309 831,872 837,633 840,830
Other Assets................................ 20,876 31,641 36,631 41,486 46,617
------------ ------------ ------------ ------------ ------------
Total Assets................................ 586,061 838,594 869,118 879,119 887,447
============ ============ ============ ============ ============
Debt........................................ 452,629 669,613 676,041 661,324 642,025
Equity...................................... 90,036 104,853 120,620 138,153 157,898
Other Liabilities........................... 43,396 64,128 72,457 79,642 87,524
------------ ------------ ------------ ------------ ------------
Total Liabilities........................... 586,061 838,594 869,118 879,119 887,447
============ ============ ============ ============ ============
</TABLE>
- ----------
(A) Actual for the year ended December 31, 1998.
Selected Historical Financial Information
Set forth below is certain selected financial information relating to
Indigo which has been excerpted or derived from the audited financial statements
contained in Indigo's Annual Report on Form 20-F for the fiscal year ended
December 31, 1998 and the unaudited financial statements contained in Indigo's
quarterly reports on Form 6-K at September 30, 1998 and 1999. The financial
information that follows is qualified in its entirety by reference to the 20-F
and the 6-K and other documents filed by Indigo with the Securities and Exchange
Commission which contain comprehensive financial information. The 20-F and the
6-K and those other documents may be examined and copies may be obtained from
the offices of the Securities and Exchange Commission in the manner described
above under "-- General".
<TABLE>
Fiscal Year Nine Months
Ended Ended
December 31 September 30
---------------------------- ----------------------------
1998 1997 1999 1998
------------ ------------ ------------ -------------
(unaudited)
(In thousands, except per share
amounts)
<S> <C> <C> <C> <C>
Income Statement Data:
Revenues:
Rental of flight equipment............... $ 49,918 $ 30,735 $ 68,836 $ 33,727
Flight equipment marketing............... 8,923 7,169 7,179 8,923
Interest and other....................... 4,599 2,700 2,300 3,426
----------- ----------- ----------- -----------
63,440 40,604 78,315 46,076
Expenses:
Interest................................. 24,078 15,780 30,093 16,627
Depreciation............................. 18,159 11,542 24,825 12,170
Rental expense........................... 0 0 3,211 0
Selling, general and administrative...... 5,647 3,035 5,343 4,200
Exchange (gain) loss..................... 9 (337) (12) (1)
----------- ----------- ----------- -----------
47,893 30,020 63,460 32,996
----------- ----------- ----------- -----------
Income before income taxes................. 15,547 10,584 14,855 13,080
Provision for income taxes................. 4,414 2,943 3,808 3,675
----------- ----------- ----------- -----------
Net income............................... $ 11,133 $ 7,641 $ 11,047 $ 9,405
=========== =========== =========== ===========
Per Share Amounts:
Net income per basic share(1)............ $ 1.09 $ 1.26 $ 0.98 $ 0.95
Net income per diluted share(2).......... 1.07 1.23 0.96 0.93
Book value per basic share(1)............ 8.79 6.34 8.96 8.89
Book value per diluted share(2).......... 8.63 6.16 8.77 8.73
</TABLE>
- ----------
(1) Net income per basic share and book value per basic share are calculated
using the weighted average number of ordinary shares outstanding for each
of the periods presented (10,247,630 for 1998, 6,087,436 for 1997,
11,276,288 for the nine months ended September 30, 1999 and 9,911,520 for
the nine months ended September 30, 1998).
(2) Net income per diluted share and book value per diluted share are
calculated using the weighted average number of ordinary shares and
ordinary share equivalents outstanding for each of the periods presented
(10,437,347 for 1998, 6,264,290 for 1997, 11,525,541 for the nine months
ended September 30, 1999 and 10,091,259 for the nine months ended
September 30, 1998). Ordinary share equivalents represent the number of
shares which would be issued assuming the exercise of warrants and
conversion of preferred shares.
<TABLE>
December 31 September 30
--------------------------------- ---------------
1998 1997 1999
--------------- --------------- ---------------
(unaudited)
(In thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Assets:
Cash and cash equivalents........................................ $ 16,482 $ 4,669 $ 18,670
Accounts receivable.............................................. 2,587 4,893 4,202
Cash, restricted................................................. 6,610 6,427 16,529
Notes receivable................................................. 3,181 4,300 0
Net investment in finance and sales-type leases.................. 16,392 21,722 7,115
Flight equipment under operating leases.......................... 567,679 281,681 770,411
Less accumulated depreciation.................................... 35,368 23,061 52,283
------------ ------------ ------------
532,311 258,620 718,128
Deposits on flight equipment purchases........................... 4,350 1,600 4,100
Other assets..................................................... 835 726 3,138
Deferred debt issue costs-less accumulated amortization
of $1,983 (1999), $1,756 (1998) and $1,222 (1997)............. 3,313 2,385 4,151
------------ ------------ ------------
$ 586,061 $ 305,342 $ 776,033
============ ============ ============
Liabilities and Shareholders' Equity
Accrued interest and other payables.............................. 5,925 3,022 5,439
Debt financing................................................... 449,975 238,817 612,998
Debt financing from related parties.............................. 2,654 2,654 2,654
Security and other deposits on flight equipment.................. 24,661 15,669 34,445
Prepaid rentals.................................................. 4,644 2,741 7,543
Deferred income taxes............................................ 8,166 3,836 11,871
Shareholders' Equity
Ordinary shares-SEK 3.14 notional amount; 25,477,707
(1999 and 1998) and 7,850,000 (1997) authorized
shares; 11,276,288 (1999 and 1998) and 7,850,000
(1997) shares issued and outstanding.......................... 4,688 3,294 4,688
Paid-in capital.................................................. 58,036 19,130 58,036
Retained earnings................................................ 27,312 16,179 38,359
------------ ------------ ------------
90,036 38,603 101,083
------------ ------------ ------------
$ 586,061 $ 305,342 $ 776,033
============ ============ ============
</TABLE>
Certain Information Concerning AerFi and AerFi Sverige
General
AerFi is an Irish limited liability company with its principal offices
located at Aviation House, Shannon, Co. Clare, Ireland. AerFi is a lessor of
modern commercial aircraft and is a significant participant in the global
aviation industry.
On November 20, 1998, Texas Pacific Group became AerFi's largest
shareholder through a cash tender offer for outstanding AerFi ordinary shares
and a subscription for new AerFi ordinary shares. As of November 11, 1999, Texas
Pacific Group owned 58.9% of AerFi's issued ordinary share capital and 42.6% of
AerFi's ordinary share capital on a fully diluted basis.
GE Capital Corporation has an option, exercisable on or before October 29,
2001, to acquire a passive interest of 21.4% in the diluted ordinary share
capital of AerFi at an option price of $0.60 per share, which will be adjusted
downwards to $0.01 as a result of the $0.60 per share proposed special interim
dividend that AerFi announced on November 11, 1999, unless GE Capital
Corporation exercises its option and receives the underlying shares before the
record date for such extraordinary dividend. In a letter dated November 11,
1999, GE Capital Corporation notified us pursuant to the relevant provision of
the option agreement between it and us that it is contemplating delivery of an
exercise notice.
AerFi Sverige is a newly established Swedish corporation. It has not
carried on any activities other than the execution of the combination agreement.
Its principal offices are located at c/o Advocatfirman Vinge KB, P.O. Box 1703,
S-111 87 Stockholm, Sweden.
AerFi Sverige is an indirect, wholly-owned subsidiary of AerFi.
The name, citizenship, business address, principal occupation or employment
and five-year employment history for each of our directors and executive
officers and certain other information are listed in Schedule II to this
document.
Except as described in this document, neither we nor, to the best of our
knowledge, any of the persons listed in Schedule II to this document (or any
associate or majority-owned subsidiary of AerFi or any such listed persons)
beneficially owns or have any right to acquire, directly or indirectly, any
Indigo shares or have effected any transaction in the Indigo shares during the
past 60 days.
Except as provided in the combination agreement or as otherwise described
in this document, neither we nor, to the best of our knowledge, any of the
persons listed in Schedule II to this document, have any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of Indigo, including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or voting of those
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss, guarantees of profits,
division of profits or loss or the giving or withholding of proxies.
Except as disclosed in this document, since January 1, 1997 neither we nor,
to the best of our knowledge, any of the persons listed on Schedule II to this
document, have had any business relationship or transaction with Indigo or any
of its executive officers, directors or affiliates that is required to be
reported under the rules and regulations of the Securities and Exchange
Commission applicable to the offer. Except as disclosed in this document, since
January 1, 1997, there have been no contacts, negotiations or transactions
between AerFi or any of its subsidiaries or, to the best knowledge of AerFi, any
of the persons listed in Schedule II to this document, on the one hand, and
Indigo or its affiliates, on the other hand, concerning a consolidation or
acquisition, tender offer or other acquisition of securities, or an election of
directors.
Selected Historical Financial Information
The following selected consolidated financial data relating to AerFi and
its subsidiaries has been taken or derived from the audited financial statements
contained in AerFi's annual report for the year ended March 31, 1999. These
financial statements are prepared in accordance with Irish GAAP which differ in
certain significant respects from US GAAP. An explanation of the significant
differences and a reconciliation from Irish GAAP to US GAAP of shareholders'
Equity and net income for the financial year is set forth in Note 30 to these
financial statements. More comprehensive financial information is included in
that annual report and the financial data listed below is qualified in its
entirety by reference to the annual report. Copies may be obtained by contacting
John Redmond, at AerFi's address listed under "-- General" above.
The financial information in relation to AerFi contained in this document
does not constitute full financial statements within the meaning of Section 19
of the Companies (Amendment) Act, 1986 of Ireland. Full financial statements of
AerFi have been prepared for each financial year to which the financial
information relates and the auditors have given unqualified reports on such
financial statements, which financial statements except for the financial
statements for the year ended March 31, 1999, have been annexed to the relevant
annual returns delivered to the Registrar of Companies in Ireland. The financial
statements for the year ended March 31, 1999, will be annexed to the annual
return to be delivered to the Registrar of Companies in Ireland.
<TABLE>
Selected Financial Information -- Irish GAAP
Fiscal Year Six Months
ended ended
March 31 September 30
----------------------- -------------
1999 1998 1999
-------- --------- -------------
(In millions, Unaudited
except per share amounts)
Income Statement Data:
<S> <C> <C> <C>
Turnover -- Continuing Operations........................... $ 453 $ 236 $ 96
======== ========= ========
Total Operating Income...................................... 472 244 103
======== ========= ========
Profit on Ordinary Activities Before Taxation............... 48 65 32
======== ========= ========
Profit for the Financial Year/Period........................ 47 64 32
Dividends on First Preference Shares-- Paid................. (2) (3) (1)
-------- --------- --------
Profit Attributable to Equity Shareholders.................. 45 61 31
======== ========= ========
Profit and Loss Account at End of Year/Period............... $ 210 $ 182 $ 241
======== ========= ========
Balance Sheet Data:
Assets
Tangible Assets (aircraft interests in aircraft and other
tangibles)................................................ 275 675 230
-------- --------- --------
Free Cash Balances.......................................... 322 127 340
Restricted Cash Balances.................................... 113 159 130
Other Assets................................................ 175 251 170
Total Assets................................................ $ 885 $ 1,212 $ 870
======== ========= ========
Liabilities
Capital and Reserves and Shareholders' Funds................ 376 336 407
Provisions for Liabilities and Charges...................... 36 -- 36
Creditors................................................... 473 876 427
-------- --------- --------
Total Liabilities........................................... $ 885 $ 1,212 $ 870
======== ========= ========
Per Share Data:
Profit per ordinary share-- Basic(1)........................ $ 0.40 $ 0.57 $ 0.26
Profit per ordinary share-- Fully Diluted(2)................ $ 0.38 $ 0.57 $ 0.20
- ----------
(1) Profit per basic share is calculated using the weighted average number of
ordinary shares outstanding for each of the periods presented (106,523,999
for 1998, 111,125,334 for 1999 and 119,344,512 for the six months ended
September 30, 1999).
(2) Profit per diluted share is calculated using the weighted average number
of ordinary shares and ordinary share equivalents outstanding for each of
the periods presented (106,523,999 for 1998, 118,926,005 for 1999 and
157,270,055 for the six months ended September 30, 1999). Ordinary share
equivalents represent the number of shares which would be issued, assuming
the exercise of warrants and conversion of preferred shares.
</TABLE>
Reconciliation of Irish GAAP net profit attributable to ordinary shareholders as
reported in the Consolidated Profit and Loss Account to U.S. GAAP.
<TABLE>
Fiscal Year
ended Six Months ended
March 31 September 30
----------------------- ----------------
1999 1998 1999
-------- --------- ----------------
(In millions) Unaudited
<S> <C> <C> <C>
Net profit attributable to ordinary shareholders as
reported in the consolidated profit and loss account
(Irish GAAP)................................................ $ 45 $ 61 $ 31
Adjustments
Arising on sale and leaseback transactions
-- reversal of income deferred in prior years.............. 28 14 3
Arising on Airplanes Group.................................. 324 (31) --
Predelivery payment provision............................... 15 (15) --
Positive goodwill amortized................................. (10) (1) --
Negative goodwill amortized................................. 10 1 --
Onerous contract provision.................................. 14 -- --
Aircraft maintenance........................................ 16 (1) --
Impairment of fixed assets-- engine valuation
provision................................................. (10) -- --
Reclassification of income/(expense) on extinguishment
of debt................................................... (1) 1 --
------- ------- -------
Net income to accord with US GAAP before extraordinary
item...................................................... 431 29 34
Extraordinary item-- income/(expense) on
extinguishment of debt.................................... 1 (1) --
Dividend on ordinary shares................................. -- -- (17)
------- ------- -------
Net income to accord with US GAAP........................... $ 432 $ 28 $ 17
======= ======= =======
Consolidated Balance sheet of AerFi Group plc and
subsidiaries in accordance with US GAAP
Assets
Cash........................................................ 323 127 340
Restricted cash............................................. 179 454 196
Accounts receivable......................................... 97 115 93
Net investment in capital and sales type leases............. -- 101 --
Aircraft.................................................... 1,011 4,689 929
Aircraft predelivery payment................................ -- 59 --
Investment in aircraft...................................... 81 81 81
Investments................................................. -- 13 --
Other assets................................................ 12 25 11
------- ------- -------
$ 1,703 $ 5,664 $ 1,650
======= ======= =======
Liabilities
Shareholders' funds/(Deficit)............................... 213 (239) 230
Accrued expenses and other liabilities...................... 372 1,034 349
Minority interests.......................................... -- 6 --
Indebtedness................................................ 1,118 4,809 1,071
Deferred income taxes....................................... -- 54 --
------- ------- -------
$ 1,703 $ 5,664 $ 1,650
======= ======= =======
</TABLE>
Financing of the Offer
The total amount of funds required to consummate the offer and the
combination and to pay related fees and expenses is estimated to be
approximately $77 million. The offer and the combination are not conditioned on
obtaining financing. We have or will have sufficient cash or other sources of
immediately available funds to provide to AerFi Sverige to enable it to purchase
all of the Indigo shares outstanding and to pay all related fees and expenses
under the offer.
Dividends and Distributions
If, after the date of the combination agreement but before the
unconditional time, Indigo changes the outstanding Indigo shares by reason of
any reclassification, recapitalization, stock split or combination, exchange or
readjustment of Indigo shares, or stock dividend on the Indigo shares with a
record date during that period the cash payable under the offer and any other
amounts payable under the combination agreement shall be appropriately adjusted.
Certain Effects of the Offer
Market for the Indigo shares
The purchase of Indigo shares under the offer will reduce the number of
holders of Indigo shares and the number of Indigo shares that might otherwise
trade publicly and is likely to adversely affect the liquidity and market value
of the remaining Indigo shares held by the public.
Stock Quotation
Depending upon the number of Indigo shares purchased under the offer, the
Indigo shares may no longer meet the standards for continued inclusion in the
Nasdaq National Market System. If, as a result of the purchase of Indigo shares
under the offer, the Indigo shares no longer meet the criteria for continued
inclusion in the Nasdaq National Market System, the market for the Indigo shares
could be adversely affected. According to Nasdaq's published guidelines, the
Indigo shares would not meet the criteria for continued inclusion in the Nasdaq
National Market System if at least one of the following two standards are not
met:
o among other things, a minimum of 750,000 publicly held Indigo shares,
an aggregate market value of the publicly held Indigo shares of at
least $5 million and a minimum of 400 shareholders of round lots; or
o among other things, a minimum of 1,100,000 publicly held shares, an
aggregate market value of the publicly held Indigo shares of at least
$15 million, at least four registered and active market makers and a
minimum of 400 shareholders of round lots.
If one of these two standards were not met, quotations might continue to be
published in the over-the-counter "additional list" or one of the "local lists"
unless, as detailed in Nasdaq's published guidelines, the number of
publicly-held Indigo shares (excluding Indigo shares held by officers, directors
and beneficial owners of more than 10% of the Indigo shares) is less than
100,000, there are fewer than 300 holders in total, or there is not at least one
market maker for the Indigo shares. If the Indigo shares are no longer eligible
for Nasdaq quotation, quotations might still be available from other sources.
Exchange Act Registration
The Indigo shares are currently registered under the Exchange Act. Indigo
may terminate registration of the Indigo shares under the Exchange Act upon
application to the Securities and Exchange Commission if the Indigo shares are
neither listed on a national securities exchange nor held by 300 or more holders
of record. Termination of registration of the Indigo shares under the Exchange
Act would substantially reduce the information required to be furnished by
Indigo to its shareholders and to the Securities and Exchange Commission.
Termination of registration would make certain provisions of the Exchange Act no
longer applicable to Indigo, such as the requirement to file an annual report on
Form 20-F with the Securities and Exchange Commission. Furthermore, the ability
of "affiliates" of Indigo and persons holding "restricted securities" of Indigo
to dispose of those securities under Rule 144 or 144A promulgated under the
Securities Act of 1933, may be impaired or eliminated. If registration of the
Indigo shares under the Exchange Act were terminated, the Indigo shares would no
longer be "margin securities" or be eligible for inclusion in the Nasdaq
National Market System. We currently intend to seek to cause Indigo to terminate
the registration of the Indigo shares under the Exchange Act as soon after
consummation of the offer as the requirements for termination of registration
are met.
Margin Regulations
The Indigo shares are currently "margin securities" under the regulations
of the Board of Governors of the Federal Reserve System, which has the effect,
among other things, of allowing brokers to extend credit on the collateral of
the Indigo shares. Depending upon factors similar to those described above
regarding listing and market quotations, it is likely that, following the offer,
the Indigo shares would no longer constitute "margin securities" for the
purposes of the margin regulations of the Federal Reserve Board and therefore
could no longer be used as collateral for loans made by brokers.
Certain Conditions of the Offer
Notwithstanding any other provision of the offer, AerFi Sverige may not
accept for payment or pay for any Indigo shares and may terminate the offer if
all conditions to the offer, except for applicable regulatory approvals (see
"Certain Legal Matters; Regulatory Approvals"), are not satisfied on or before
the expiration date of the offer. In particular, AerFi Sverige may not accept
for payment or pay for any Indigo shares and may terminate the offer if:
(1) before the expiration date of the offer:
(a) AerFi Sverige, AerFi, Indigo or their representative have not received
an unconditional written statement from the Minister for Enterprise,
Trade and Employment of Ireland that she or he has decided not to make
an order under Section 9 of the Irish Mergers Act in relation to the
offer or any related transactions or the applicable statutory period
for the making of such an order has not expired, or
(b) the waiting period under the Hart-Scott-Rodino Act (the U.S. antitrust
legislation) that is applicable to the offer and the related
transactions has not expired or been terminated, or
(2) at any time on or after November 11, 1999 and before the expiration
date of the offer, any of the following conditions exist:
(a) there is any law, or there shall be threatened, instituted or pending
any action or proceeding, or any investigation or other inquiry that
in AerFi Sverige's judgment might result in that action or proceeding,
by any government or governmental authority or agency, or by any other
person, before any court or governmental authority or agency:
(1) challenging or seeking to make illegal, to delay materially or
otherwise directly or indirectly to restrain or prohibit the making or
conduct of the offer and/or any related transactions or the acceptance
for payment of or payment for some of or all the Indigo shares by
AerFi Sverige or the completion of any related transactions, seeking
to obtain damages or otherwise directly or indirectly relating to the
transactions contemplated by or related to the offer or the
combination
(2) seeking to restrain or prohibit AerFi Sverige's ownership or operation
(or that of its respective subsidiaries or affiliates) of all or any
material portion of any of the Indigo shares or the business or assets
of Indigo and its subsidiaries, taken as a whole, or of AerFi Sverige
and its subsidiaries, taken as a whole, or to compel AerFi Sverige or
any of its subsidiaries or affiliates to dispose of or hold separate
all or any material portion of the business or assets of Indigo and
its subsidiaries, taken as a whole, or of AerFi Sverige and its
subsidiaries, taken as a whole,
(3) seeking to impose or confirm material limitations on the ability of
AerFi Sverige or any of AerFi Sverige's subsidiaries or affiliates
effectively to exercise full rights of ownership of the Indigo shares,
including, without limitation, the right to vote any Indigo shares
acquired or owned by AerFi Sverige or any of AerFi Sverige's
subsidiaries or affiliates on all matters properly presented to
Indigo's shareholders,
(4) seeking to require divestiture by AerFi Sverige or any of AerFi
Sverige's subsidiaries or affiliates of any Indigo shares or
(5) that otherwise, in the judgment of AerFi Sverige, is likely to have a
material adverse effect on Indigo or AerFi, or
(b) there is any action taken, or any law proposed or enacted or deemed
applicable to the offer or the combination, by any court, government
or governmental authority or agency other than the application of the
waiting period provisions of the Irish Mergers Act or the Hart-Scott
Rodino Act to the offer or the combination, that, in the judgment of
AerFi Sverige, is likely to result in any of the consequences referred
to in clauses (1) through (5) of paragraph (a) above; or
(c) any change occurs or is threatened (or any development occurs or is
threatened involving a prospective change) in the business, assets,
liabilities, financial condition, capitalization, operations, results
of operations or prospects of Indigo or any of its subsidiaries that,
in the reasonable judgment of AerFi Sverige, is or is likely to have a
materially adverse effect on Indigo, or AerFi Sverige becomes aware of
any facts that, in the reasonable judgment of AerFi Sverige, have or
are likely to have material adverse significance with respect to
either the value of Indigo and its subsidiaries, taken as a whole, or
the value of the Indigo shares to us; or
(d) it is publicly disclosed or AerFi Sverige otherwise learns that:
(1) any person or "group", other than any shareholder who is a party to
the share exchange agreement and/or share purchase agreement, has
acquired or proposes to acquire beneficial ownership of more than 10%
of any class or series of capital stock of Indigo, through the
acquisition of stock, the formation of a group or otherwise, or is
granted any option, right or warrant, conditional or otherwise, to
acquire beneficial ownership of more than 10% of any class or series
of capital stock of Indigo other than acquisitions for bona fide
arbitrage purposes only and other than as disclosed in a Schedule 13D
or 13G on file with the Securities and Exchange Commission on November
11, 1999, or
(2) any such person or group that, before November 11, 1999, had filed a
Schedule 13D or 13G with the Securities and Exchange Commission, other
than any shareholder who is a party to the share exchange agreement
and/or share purchase agreement, has acquired or proposes to acquire
beneficial ownership of additional shares of any class or series of
capital stock of Indigo, through the acquisition of stock, the
formation of a group or otherwise, constituting 10% or more of any
such class or series, or is granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of
additional shares of any class or series of capital stock of Indigo
constituting 10% or more of any such class or series; or
(e) any person makes, or publicly announces an intention to make, a tender
or exchange offer for at least 10% of the outstanding Indigo shares;
or
(f) any person files a Notification and Report Form under the Hart-Scott
Rodino Act or makes a similar filing under any other antitrust law or
makes a public announcement reflecting an intent to acquire Indigo or
10% or more of the assets or securities of Indigo; or
(g) any person makes a proposal or other communication to Indigo or enters
into a definitive agreement or an agreement in principle with Indigo,
regarding an acquisition proposal;
(h) the Indigo board of directors withdraws or modifies in a manner
adverse to AerFi Sverige, its approval or recommendation of the offer
or recommends, enters into, or publicly announces its intention to
enter into, a definitive agreement or an agreement in principle with
respect to an acquisition proposal (or resolves to do any of the
foregoing); or
(i) any of Indigo's representations and warranties contained in the
combination agreement, that is (1) qualified by materiality or
material adverse effect or any similar standard or qualification, was
not true and correct when made or at any time before the acceptance
for purchase of the Indigo shares or (2) not so qualified, was not
true and correct in all material respects when made or at any time
before the acceptance for purchase of the Indigo shares; or
(j) Indigo breaches or fails to perform in any material respect any of its
obligations under the combination agreement; or
(k) the combination agreement is terminated in accordance with its terms;
or
(l) there is any general suspension of trading in, or limitation on prices
for, securities on the New York Stock Exchange, Nasdaq or in the
over-the-counter market; or
(m) there is any declaration of a banking moratorium by Swedish, Irish,
U.S. Federal or New York State authorities or a general suspension of
payments in respect of lenders that regularly participate in the U.S.
or international markets in loans to large corporations; or
(n) there is any material limitation by any Swedish, Irish, U.S. Federal,
state or local government or any court, administrative or regulatory
agency or commission or other governmental authority or agency in
Sweden, Ireland or the United States that materially affects the
extension of credit generally by lenders that regularly participate in
the U.S. or international markets in loans to large corporations; or
(o) there is any commencement of a war involving Sweden, Ireland or the
United States or any commencement of armed hostilities or other
national or international calamity involving Sweden, Ireland or the
United States that has a material effect on bank syndication or
financial markets in the United States or internationally; or
(p) in the case any of the events in paragraphs (l) through (o) above,
existed on or at the time of the commencement of this offer, there is
a material acceleration or worsening of those events which, in the
sole judgment of AerFi Sverige and regardless of the circumstances
(including any action or omission by us or AerFi Sverige) giving rise
to any such condition, makes it inadvisable to proceed with that
acceptance for payment or payment.
(3) we have not received, dated as of the unconditional time, (a) certain
legal opinions, (b) a certificate of the chief executive officer of
Indigo regarding the accuracy of its representations and warranties
and the performance of its obligations under the combination agreement
and (c) certain other documents that we may reasonably request
relating to the existence and authority of Indigo and its
subsidiaries.
Certain Legal Matters; Regulatory Approvals
General
Except as described in this section, based on our review of publicly
available filings of Indigo with the Securities and Exchange Commission and
other publicly available information regarding Indigo, we are not aware of any
license or regulatory permit that appears to be material to the business of
Indigo and its subsidiaries, taken as a whole, that might be adversely affected
by our acquisitions of Indigo shares (and/or the indirect acquisition of the
stock of Indigo's subsidiaries) as contemplated herein or of any approval or
other action by or with any domestic, foreign, or international government
authority or administrative or regulatory agency that would be required for the
acquisition of ownership of the Indigo shares (and/or the indirect acquisition
of the stock of Indigo's subsidiaries) by us. Should any such approval or other
action be required, we currently contemplate that that approval or other action
will be sought. While, except as otherwise expressly described in this section,
we do not presently intend to delay the acceptance for payment of or payment for
Indigo shares tendered under the offer pending the outcome of any such matter,
there can be no assurance that any such approval or other action, if needed,
would be obtained without substantial conditions or that failure to obtain any
such approval or other action might not result in consequences adverse to
Indigo's business or that certain parts of Indigo's business might not have to
be divested if those approvals were not obtained or those other actions were not
taken, any of which could cause AerFi Sverige to decline to accept for payment
or pay for any Indigo shares tendered. AerFi Sverige's obligations to accept for
payment or pay for the Indigo shares tendered under the offer is subject to the
conditions described in this document, including the conditions referred to
above in this paragraph and certain conditions with respect to litigation and
governmental action. See "The Tender Offer -- Certain Conditions of the Offer".
Antitrust Compliance
Indigo shares will not be accepted for payment or paid for under the offer
until the expiration or earlier termination of the applicable waiting period
under the Hart-Scott-Rodino Act. See "-- Certain Conditions of the Offer". Under
the Hart-Scott-Rodino Act, certain transactions (including certain transactions
involving the proposed acquisition of in excess of 15%, 25% and 50% of the
equity interest of a target corporation) may not be consummated unless certain
information has been furnished to the Antitrust Division of the Department of
Justice and the Federal Trade Commission and certain waiting period requirements
have been satisfied. Since consummation of the offer and the share exchange
agreement and share purchase agreement transactions would result in the
ownership by us and our subsidiaries of more than 50% of the equity of Indigo,
the acquisition of Indigo shares by us under the offer and the share exchange
and share purchase agreement transactions is subject to those requirements.
We filed the required Notification and Report Forms with respect to the
offer and the combination with the Antitrust Division and the Federal Trade
Commission on November 12, 1999. The statutory waiting period applicable to our
purchase of Indigo shares under the offer and the share exchange agreement and
share purchase agreement transactions will expire on December 12, 1999. However,
before that date, the Antitrust Division or the Federal Trade Commission may
extend the waiting period by requesting additional information or documentary
material relevant to the acquisition. If such a request is made, the waiting
period will be extended until 11:59 P.M., New York City time, on the tenth day
after we certify to the Antitrust Division or the Federal Trade Commission, as
the case may be, that we have substantially complied with that request.
Thereafter, the waiting period can be extended only by court order.
We have made a request for early termination of the waiting period
applicable to the offer. There can be no assurance, however, that the waiting
period under the Hart-Scott-Rodino Act will be terminated early or will not be
extended. Subject to the provision described under "-- Withdrawal Rights", any
extension of the waiting period will not give rise to any withdrawal rights not
otherwise provided for by applicable law. If AerFi Sverige's acquisition of
Indigo shares is delayed under a request by the Antitrust Division or the
Federal Trade Commission for additional information or documentary material
under the Hart-Scott-Rodino Act, the offer may, but need not, be extended.
The Federal Trade Commission and the Antitrust Division frequently
scrutinize the legality under the antitrust laws of transactions such as the
proposed acquisition of Indigo shares by us under the offer. At any time before
or after the purchase of Indigo shares under the offer by us, the Federal Trade
Commission or the Antitrust Division could take any action under the antitrust
laws as it deems necessary or desirable in the public interest, including
seeking to enjoin the purchase of Indigo shares under the offer or seeking the
divestiture of Indigo shares purchased by us or the divestiture of substantial
assets of AerFi, Indigo or their respective subsidiaries. Private parties and
state attorneys general may also bring legal action under federal or state
antitrust laws under certain circumstances. Based upon an examination of
information available to AerFi relating to the businesses in which AerFi, Indigo
and their respective subsidiaries are engaged, we believe that neither the offer
nor the combination will violate the antitrust laws. Nevertheless, there can be
no assurance what the result will be if a challenge is made. See "The Tender
Offer -- Certain Conditions of the Offer".
Pursuant to the Irish Mergers Act, the necessary antitrust filings were
made in Ireland on November 12, 1999, and any delays in decisions by the
appropriate regulatory authorities in Ireland may affect when and whether the
combination will proceed.
Under the Irish Mergers Act, certain mergers and takeovers (including
certain transactions involving the proposed acquisition of 25% or more of the
equity interest of a target corporation) must, if certain financial thresholds
are exceeded, be notified to the Minster for Enterprise, Trade and Employment.
Where the Irish Mergers Act applies, notification must be made within one month
after an offer capable of acceptance is made, the effect of which would result
in the merger or takeover, and the transaction may not be consummated (the main
sanction imposed by the Act is that title to the shares or assets concerned will
not pass) unless the Minister has issued a clearance statement in respect of the
proposed merger or takeover, or it is implemented in accordance with the
conditions of a conditional clearance, or the Minister fails to take any action
within the relevant period prescribed by the Irish Mergers Act, which is 3
months from the later of the date of notification and, if the Minister requests
further information about the proposed transaction, the date of receipt of that
information.
Since the consummation of the combination agreement and the related
transactions, including the offer, would result in ownership by us and our
subsidiaries of more than 25% of the equity of Indigo, and as the financial
thresholds and the other requirements of the Irish Mergers Act are met, the
acquisition of Indigo shares by us and AerFi Sverige under the offer and the
share exchange agreement and share purchase agreement transactions is subject to
the provisions of the Irish Mergers Act and accordingly Indigo shares will not
be accepted for payment or paid for under the offer until either an
unconditional clearance from the Minister has been received or the relevant
period prescribed by the Irish Mergers Act has expired. See "-- Certain
Conditions of the Offer".
Pursuant to the Swedish Companies Act, no antitrust filings with the
appropriate regulatory authorities in Sweden were necessary in connection with
the offer and the combination.
State Takeover Statutes
A number of states have adopted laws which purport, to varying degrees, to
apply to attempts to acquire corporations that are incorporated in, or which
have substantial assets, shareholders, principal executive offices or principal
places of business or whose business operations otherwise have substantial
economic effects in, those states. Indigo, directly or through subsidiaries,
conducts business in a number of states throughout the United States, some of
which have enacted those laws. We do not believe that any of these laws will, by
their terms, apply to the offer, the compulsory acquisition or any other
business combination between us or any of our affiliates and Indigo and we have
not complied with any such laws. To the extent that certain provisions of these
laws purport to apply to the offer or any such merger or other business
combination, we believe that there are reasonable bases for contesting those
laws.
If any government official or third party should seek to apply any state
takeover law to the offer, the compulsory acquisition or any other business
combination between us or any of our affiliates and Indigo, we will take any
action as then appears desirable, which action may include challenging the
applicability or validity of that statute in appropriate court proceedings. In
the event it is asserted that one or more state takeover statutes is applicable
to the offer, the compulsory acquisition or any such other business combination
and an appropriate court does not determine that it is inapplicable or invalid
as applied to the offer the compulsory acquisition or any such other business
combination, we might be required to file certain information with, or to
receive approvals from, the relevant state authorities or holders of Indigo
shares, and we might be unable to accept for payment or pay for Indigo shares
tendered under the offer, or be delayed in continuing or consummating the offer,
the compulsory acquisition or any such other business combination. In that case,
we may not be obligated to accept for payment or pay for any tendered Indigo
shares.
Fees and Expenses
Except as disclosed below, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Indigo shares under the
offer.
We have retained the services of Greenhill & Co. LLC. to act as our
financial advisor and as dealer manager in connection with the offer and the
combination. Under the terms of an engagement letter, we agreed to pay Greenhill
for its services as financial advisor and dealer manager an aggregate fee of up
to $2.5 million. We also agreed to reimburse Greenhill for its reasonable travel
and other out-of-pocket expenses incurred in connection with its services,
including fees and expenses of its legal counsel. We further agreed to indemnify
Greenhill and certain related parties against certain liabilities arising out of
Greenhill's engagement.
We have retained Corporate Investor Communications, Inc. to be the
information agent and Bankers Trust Company to be the depositary in connection
with the offer. The information agent may contact holders of Indigo shares by
mail, telephone, telecopy, telegraph and personal interview and may request
banks, brokers, dealers and other nominee shareholders to forward materials
relating to the offer to beneficial owners of Indigo shares.
As compensation for acting as information agent in connection with the
offer, Corporate Investor Communications, Inc. will be paid a fee of $12,000 and
will also be reimbursed for certain out-of-pocket expenses and may be
indemnified against certain liabilities and expenses in connection with the
offer, including certain liabilities under the federal securities laws. We will
pay the depositary reasonable and customary compensation for its services in
connection with the offer, plus reimbursement for out-of-pocket expenses, and
will indemnify the depositary against certain liabilities and expenses in
connection therewith, including certain liabilities under federal securities
laws. We will reimburse brokers, dealers, commercial banks and trust companies
for customary handling and mailing expenses incurred by them in forwarding
material to their customers.
The following is an estimate of fees and expenses to be incurred by us in
connection with the offer:
Financial advisor/dealer manager.......... $ 2,600,000
Legal..................................... 2,200,000
Accounting................................ 500,000
Taxation.................................. 425,000
Printing/filing........................... 250,000
Advertising............................... 100,000
Depositary................................ 32,000
Information agent (including mailing)..... 39,000
Miscellaneous............................. 500,000
------------
Total................................... $ 6,646,000
============
Miscellaneous
The offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Indigo shares in any jurisdiction in which the making of
the offer or the acceptance thereof would not be in compliance with the laws of
that jurisdiction. However, we may take such action as we may deem necessary to
make the offer in any such jurisdiction and extend the offer to holders of
Indigo shares in that jurisdiction. In any jurisdiction the securities, blue sky
or other laws of which require the offer to be made by a licensed broker or
dealer, the offer is being made on our behalf by the dealer manager or one or
more registered brokers or dealers licensed under the laws of that jurisdiction.
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THE DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT.
We have filed with the Securities and Exchange Commission a Tender Offer
Statement on Schedule 14D-1 under Rule 14d-3 under the Exchange Act, together
with exhibits, furnishing certain additional information about the offer. AerFi,
AerFi Sverige and Indigo have jointly filed a Transaction Statement on Schedule
13E-3, under Rule 13e-3 under the Exchange Act, furnishing certain additional
information about the transactions. We may file amendments to those statements.
In addition, Indigo has filed with the Securities and Exchange Commission a
Schedule 14D-9, together with exhibits, under Rule 14d-9 under the Exchange Act,
setting forth the recommendations of Indigo's board of directors regarding the
offer and the reasons for those recommendations and furnishing certain
additional related information. You may examine and obtain copies of these
documents, and any amendments from the Securities and Exchange Commission (but
not the regional offices of the Securities and Exchange Commission) in the
manner described under "-- Certain Information Concerning AerFi and AerFi
Sverige" above.
AerFi Sverige
November 17, 1999
---------------
SCHEDULES
---------------
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
Indigo
The following table lists (1) the name, current business or residence
address and present principal occupation or employment, (2) material
occupations, positions, offices or employments and business addresses thereof
for the past five years and (3) information as to beneficial ownership of
Indigo shares of each director and executive officer of Indigo as of November
17, 1999. Unless otherwise indicated, each of Indigo's directors and officers
is a citizen of the Kingdom of Sweden. Except as otherwise indicated, the
business address of each director and executive officer of Indigo is Sodra
Forstadsgatan 4, S-211 43 Malmo, Sweden. Except as otherwise indicated, each
occupation listed opposite a person's name refers to employment with Indigo.
Other than as indicated below, no director or executive officer of Indigo
beneficially owns more than 1% of the outstanding Indigo shares.
Directors of Indigo are indicated with an asterisk.
<TABLE>
Present Principal Occupation or Employment Beneficial
Name, Citizenship Material Positions Held During the Past Five Years Ownership of
and Current Business Address and Business Addresses Thereof Indigo shares
- ------------------------------------ -------------------------------------------------- -------------
<S> <C> <C>
*Karl-Axel Granlund................. Mr. Granlund has been Chairman of the board of 3,364,143
directors of Indigo since its inception
and was President of Indigo from its
inception until January 1995. Mr.
Granlund is also currently the Chairman
of the board of directors of Volito AB,
an investment company with interests in
aviation, trade, property management and
other activities, including a
significant ownership interest in
Indigo. From 1982 to 1991, Mr. Granlund
was employed in various capacities by
Nyckeln AB, a publicly traded Swedish
real estate finance and property
management company, including Senior
Vice President of Nyckeln from 1982 to
1985; Managing Director of Nyckeln's
Aircraft Leasing division from 1985 to
1991; and Chief Executive Officer of
Indigo Aviation AB. Mr. Granlund holds a
Master of Science degree from the
University of Linkoping and is a
graduate of the Swedish Military
Academy. He also currently holds the
rank of Captain in the Swedish Army
Reserve.
*John Evans......................... Mr. Evans has been President and Chief Executive 1,200,161
(United States of America) Officer of Indigo Airlease Corporation, a wholly-
owned U.S. subsidiary of Indigo, since
May 1997. Mr. Evans has been a director
of Indigo since 1995. From 1987 to 1995,
Mr. Evans was employed by ILFC, an
aircraft leasing company, and was Vice
President -- Marketing in charge of
marketing for Europe, the United States
and the South Pacific from 1990 to 1995.
Before joining ILFC, Mr. Evans' aviation
experience included positions as Manager
of Technical Services for Aeronautics
Leasing, Inc. from 1986 to 1987; Manager
in charge of Maintenance Planning and
Reliability Engineering for Frontier
Horizon/Skybus Airlines from 1985 to
1986; and Line Supervisor for Atlas
Aircraft in 1985. Mr. Evans served in
the U.S. Army from 1979 to 1985 in 179th
Aviation Company in Fort Carson,
Colorado with his last position being
Flight Engineering/ Technical Inspector.
Mr. Evans attended the University of
Colorado studying Aviation/Aerospace
Engineering.
*Bo Olsdal.......................... Mr. Olsdal has been a director of Indigo since 0
1993. Mr. Olsdal is currently a private
investor and a director of Volito. >From
1991 to 1997, Mr. Olsdal owned and
managed ALT Finance, a London, England
based company, which was a former
finance subsidiary of a Swedish bank,
that was active in aircraft finance.
From 1987 to 1991, Mr. Olsdal was
General Manager of CL/PK Airfinance, an
aircraft financing joint venture between
PK Banken Stockholm and Credit Lyonnais,
Paris. From 1982 to 1987, Mr. Olsdal was
the Managing Director of PK Finance
International, which was responsible for
the international financing of aircraft
for PK Banken. From 1978 to 1982, Mr.
Olsdal was an Area Manager of
Independent Leasing AB. Mr. Olsdal is a
graduate of Chalmers University of
Technology in Gothenburg, Sweden.
Bradley M. Winograd................. Mr. Winograd is Executive Vice President Finance 224,111
(United States of America) and Chief Financial Officer of Indigo Airlease
Corporation, a wholly-owned U.S.
subsidiary of Indigo, and has been with
Indigo since March 1996. From 1992 to
1996, Mr. Winograd was employed by ILFC,
and was Director of Finance from 1993 to
1996. Before that time, Mr. Winograd was
an auditor with Ernst and Young from
1990 to 1992. Mr. Winograd is a graduate
of the University of California,
Berkeley with a Bachelor of Science
degree with honors in Accounting and
Finance and is a Certified Public
Accountant.
Mario Schuler....................... Mr. Schuler is Managing Director of Indigo and 10,000
(Federal Republic of Germany) has been with Indigo since September 1997. Before
joining Indigo, Mr. Schuler was Director
of Leasing Market Division for Airbus
Industrie from 1994 to 1997 and Director
of Marketing and Sales/Europe for Airbus
Industrie from 1984 to 1993.
*Jan-Eric Osterlund.................... Mr. Osterlund became a deputy director of 0
Indigo in 1996 and became a director in
1997. Mr. Osterlund is currently
Chairman of Quequoin Holdings, Ltd., an
investment group specializing primarily
in medical venture capital. Mr.
Osterlund is also the Chairman of
Phairson Medical Ltd., a biotechnology
Group; BM Research A/S, a drug delivery
systems company, and Epivac Ltd., a drug
delivery systems company. Mr. Osterlund
is also a director of Ermitage
International Ltd., a money management
company; Shilling Banco Ltd., a UK
commercial real estate investment
company; and Ostrumentia, a Swedish
commercial reals estate investment
company and is a Deputy Director of
Volito AB. Mr. Osterlund was Chairman
and a substantial shareholder in HemoCue
AB, a Swedish pharmaceutical company,
from 1989 to 1992 and a director until
1994. From 1983 until 1988, Mr.
Osterlund managed his own investment and
strategic consulting business in London,
England.
*Geir Stormorken.................... Mr. Stormorken has been a director of Indigo 0
(Kingdom of Norway) since 1997. Mr. Stormorken is currently
the managing director of several
companies owned by the Braathen family
in Norway, including Braganza A/S and
Braathen Lease and Aviation Know How
A/S. Braganza A/S is a major shareholder
of Braathens SAFE, Norway's leading
domestic airline. Mr. Stormorken has
been a director of ResidenSea Ltd.
(Bahamas) since December 1996,
Kristiansand Dyrepark ASA (Norway) since
May 1996 and Industriginans SMB II ASA
(Norway), in which Braganza AS has an
ownership interest, since December 1996.
Mr. Stormorken held various position in
Braathens SAFE between 1988 and 1995.
Mr. Stormorken is a graduate of the
Norwegian School of Economics and
Business Administration.
Joseph F. Drobnich.................. Mr. Drobnich has been Senior Vice President 0
(United States of America) Marketing of Indigo Airlease Corporation, a
wholly-owned U.S. subsidiary of Indigo,
since April 1998. Before joining Indigo,
Mr. Drobnich was Vice President, Sales
and Marketing for General Electric
Capital Aviation Services since 1994.
From 1991 to 1993, Mr. Drobnich was
Marketing Manager for Polaris Aircraft
Leasing Corporation. Before that time,
Mr. Drobnich held various positions at
McDonnell Douglas Corporation's Douglas
Aircraft division from 1983 to 1990. Mr.
Drobnich received his Bachelor of
Science in Mechanical Engineering and
Technology from the University of Dayton
and his Master of Business
Administration from the University of
Southern California.
*Jon David Haugse................... Mr. Haugse has been a director of Indigo since 0
(Kingdom of Norway) 1997. Mr. Haugse is currently a partner of
Industriginans Direkte Investeringer A/S
in Norway, and managing director of
Industrifinans SMB II ASA, a venture
capital and buy-out company managed by
Industrifinans Direkte. Mr. Haugse
joined Industrifinans Direkte in 1992
and is also a director of several public
and privately held companies. Before
1992, Mr. Haugse has held positions in
Norsk Hydro, Norway's largest industrial
group, and Touche Ross Management
Consultants. Mr. Haugse is a graduate of
the Norwegian School of Economics and
Business Administration.
Israel Padron....................... Mr. Padron has been Senior Vice President 1,500
(United States of America) Marketing for Indigo Airlease Corporation since
May 1999. Before joining Indigo, Mr.
Padron was Vice President -- New
Business and Remarketing for The CIT
Group where he had been employed since
1991. From 1989 to 1991, Mr. Padron was
Vice President Marketing at Cauff,
Lippman Aviation; from 1987 to 1989
Manager of Aircraft Programs for Ryder;
from 1986 to 1987 an Appraiser at Avmark
Services and from 1980 to 1986 held
various positions at Air Florida. Mr.
Padron attended Barry University.
*David Neeleman..................... Mr. Neeleman has been a director of Indigo since 9,000
(United States of America) 1998. Mr. Neeleman is currently the Chief
Executive Officer of jetBlue Airways.
Prior to joining jetBlue Airways in 1999
Mr. Neeleman was the Chief Executive
Officer of Open Skies, Inc., a
corporation which provides reservation
services to airlines throughout the
world, from 1995 to 1999. Mr. Neeleman
served as president of Morris Air from
its inception in 1991 until its
acquisition by Southwest Airlines in
1993. Following the acquisition of
Morris Air, Mr. Neeleman served on the
executive planning committee of
Southwest Airlines during 1994. Mr.
Neeleman is currently a director of
WestJet Airlines Ltd., a Canadian
low-cost airline.
Caryl Ben Basat..................... Ms. Ben Basat has been Vice President and 4,000
(United States of America) Corporate Counsel of Indigo Airlease Corporation
since January 1998. Before joining
Indigo, Ms. Ben Basat was the Vice
President and Assistant General Counsel
for The AGES Group, ALP from early 1996
through 1997. Ms. Ben Basat was in
private law practice from 1994 through
1995. Ms. Ben Basat is a graduate of
Pace University School of Law where she
received her juris doctor degree.
Previously, Ms. Ben Basat held a variety
of management positions in the aviation
industry, including serving as a
contracts consultant for Greenwich Air
Services from 1989 to 1990 and working
in a variety of positions for World
Airways from 1981 to 1986.
Sven Holmgren....................... Mr. Holmgren has been Vice President and Corporate 0
Counsel since April 1998. Before joining
Indigo, Mr. Holmgren was an attorney at
Advokatfirman Lindahl in Kristiandstad,
Stockholm and Malmo, Sweden since 1990.
From 1987 to 1990, Mr. Holmgren was
serving a junior judgship at the
district court of Ystad, Sweden. Mr.
Holmgren served as an officer in the
special forces of the Royal Swedish
Marines Combat Group from 1980 to 1982.
Mr. Holmgren received his Master of Law
at the University of Lund, Sweden.
Clas Bergstrand..................... Mr. Bergstrand has been Vice President 8,000
Technical of Indigo since August 1994.
Before joining Indigo, Mr. Bergstrand
was the head of the Engineering section
at Malmo Aviation AB from 1988 to 1994.
Before that time, Mr. Bergstrand was a
mechanical Designer and System Engineer
at Swedair AB from 1981 to 1988 and
Purchaser and Systems Engineer with
Transair Sweden AB from 1979 to 1980.
>From 1976 to 1977, Mr. Bergstrand
served as an aircraft mechanic/
non-commissioned officer in the Swedish
Airforce. Mr. Bergstrand is a graduate
of a Swedish four-year
technical-mechanical engineering school
and has also earned a Business Diploma.
Mr. Bergstrand is a certified Private
Pilot and a Gliding Instructor appointed
by the Royal Swedish Air Force.
Arthur D. McChesney................. Mr. McChesney is currently Senior Vice
President 4,200 (United States of
America) Technical of Indigo Airlease
Corporation, a wholly-owned U.S.
subsidiary of Indigo, and has been with
Indigo since March 1997. Before joining
Indigo, Mr. McChesney was a Director of
Technical Services for ILFC from 1994 to
1997, a Flight Line Mechanic for Federal
Express Corporation from 1992 to 1994
and a Project Manager for Douglas
Aircraft Company from 1987 to 1992. Mr.
McChesney has an Associate of Science
Degree in Aviation Maintenance
Technology from Embry-Riddle
Aeronautical University. Mr. McChesney
is an FAA Certified Airframe and
Powerplant Mechanic and an FAA certified
Private Pilot.
*Mitchell I. Gordon................. Mr. Gordon has been director of Indigo since 1998. 0
(United States of America) Mr. Gordon has been the President of
Atlas Capital Partners, a private equity
investment fund, since February 1998.
Before joining Atlas Capital Partners,
he was a Managing Director at Salomon
Smith Barney and co-head of its
Transportation Investment Banking Group
from July 1993 to January 1998. From
1988 to 1993, Mr. Gordon was Senior Vice
President of Furman Selz Inc., in charge
of the Transportation and Automotive
Investment Banking groups. From 1985 to
1988 he was a Vice President of Needham
& Company Inc. From 1981 to 1985, Mr.
Gordon held various executive positions
at American Broadcasting Companies, Inc.
Mr. Gordon holds a Bachelor of Science
degree in Business Administration from
Washington University and a Masters of
Business Administration from Harvard
Business School.
Arne Wennberg....................... Mr. Wenneberg became a director of Indigo in 1995 64,500
and became a deputy director in 1997.
Mr. Wenneberg is currently a private
investor. From 1985 to 1993, Mr.
Wenneberg was the President of HemoCue
AB, a Swedish pharmaceutical company.
Before that time, Mr. Wenneberg was the
General Manager of MedScand AB from 1983
to 1984 and the General Manager and
International Product Manager of
Molnlycke AB from 1972 to 1982. Mr.
Wenneberg is currently a director of
Quequoin, BM Research A/S and Volito AB.
- ----------
* Represents Directors of Indigo.
</TABLE>
<PAGE>
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF
AerFi and AerFi Sverige
The following table lists (1) the name, current business or residence
address and present principal occupation or employment and (2) material
occupations, positions, offices or employments and business addresses for the
past five years, of each of our director and executive officer. Unless otherwise
stated, each of our, directors and officers, and each of the proposed directors
and officers of Indigo after consummation of the offer and the combination, is a
citizen of Ireland.
Except as otherwise indicated, the business address of each of our director
and executive officer is, AerFi Group plc, Aviation House, Shannon, Co. Clare,
Ireland. Except as otherwise indicated, each occupation listed opposite a
person's name refers to employment with AerFi. None of our director or executive
officer beneficially owns any material amount of outstanding Indigo shares. Our
directors are indicated with an asterisk.
A. Directors and Executive Officers of AerFi.
<TABLE>
Present Principal Occupation or Employment;
Name, Citizenship Material Positions Held During the Past Five Years
and Current Business Address and Business Addresses Thereof
---------------------------- --------------------------------------------------
<S> <C>
*Lord Stevenson of Coddenham CBE Chairman Lord Stevenson became Chairman of AerFi on
(United Kingdom) October 29, 1993 and is Chairman of the Organization and
Compensation Committee. He is Chairman of Pearson plc
and of Halifax plc and a non-executive director of
various companies, including Manpower Inc (formerly Blue
Arrow) and St. James' Place Capital plc. He is also a
Bank of England nominee on the Panel of Takeovers and
Mergers.
*Patrick Blaney Chief Executive Mr. Blaney is a Chartered Accountant. He
has been Chief Executive of AerFi since October 29, 1993
and a Director since April 1993. He has held a number of
senior management positions since joining AerFi as a
Vice President in 1986 and has served as Deputy Chief
Executive of AerFi's Leasing and Capital divisions and
from April 1993 to October 1993 as AerFi's Chief
Operating Officer.
*David Bonderman Mr. Bonderman has been managing Partner of TPG since
(United States of America) 1992. Prior to 1992, Mr. Bonderman was Chief Operating
201 Main Street, Suite 2420, Officer and Chief Investment Officer of Keystone Inc.
Fourth Worth,
Texas 76102, USA
*A. Michael Davies Mr. Davies is a Chartered Accountant. He became a
(United Kingdom) Director/ Deputy Chairman of
AerFi on October 29, 1993 and is a member of the
Audit and the Organization and Compensation
Committees. Mr. Davies is Chairman of various
companies, including the publicly quoted Simon
Group plc., National Express Group plc, Perkins
Foods plc and Corporate Services Group plc. He is
also a non-executive director of British Airways
plc and of various private companies.
*Maurice A. Foley Mr. Foley has been a Director of AerFi since 1976 and is
Chairman of the Audit Committee and is a member of the
Organization and Compensation Committee. Mr. Foley is a
former Deputy Chairman, Group Chief Executive and
President of the Company. He is also a non-executive
Director of various private companies.
*William. Franke Mr. Franke has been Chairman and Chief Executive of
(United States of America) America West Holdings Corporation since February 1997
American West Airlines Inc. and, since 1992, Chairman of the Board of its principal
400 E Sky Harbour Boulevard, subsidiary, America West Airlines, Inc. Mr. Franke was
Phoenix, AZ 85034 USA Chairman of Airplanes Group from 1996 to 1998. Mr.
Franke is owner and president of Franke & Company,
Inc., a financial advisory firm. He is currently a
director of Central Newspapers, Inc., publisher of
the Phoenix and Indianapolis morning and evening
newspapers, of Phelps Dodge Corporation, a major
mining and manufacturing company and Beringer Wine
Estates. He is also a director of Air Transport
Association (ATA).
*William S. Price III Mr. Price has been Managing Partner of TPG since 1992.
(United States of America) Prior to 1992, Mr. Price was Vice President of Strategic
345 California Street, Suite 3300, Planning and Business Development for GE Capital.
San Francisco, California 94104
USA
*Gerald B. Scanlan Mr. Scanlan became a Director of AerFi on July 26, 1994.
Mr. Scanlan is a non-executive director of various
public and private companies and he is former Deputy
Chairman and Group Chief Executive of Allied Irish Banks
plc.
Edward Hansom Chief Financial Officer since May, 1997
(United Kingdom)
Rose Hynes General Counsel since May, 1997
Paul Farrell Group Treasurer since May, 1997
Pat Dalton Group Chief Accountant since May, 1997
Michael Walsh General Counsel since May, 1997
John Redmond Company Secretary since September, 1997
- ----------
* Represents Directors of AerFi.
</TABLE>
B. Directors and Executive Officers of AerFi Sverige.
<TABLE>
Present Principal Occupation or Employment;
Name, Citizenship Material Positions Held During the Past Five Years
and Current Business Address and Business Addresses Thereof
---------------------------- --------------------------------------------------
<S> <C>
*John Redmond Director of AerFi Sverige since November 1999
Pat Dalton Deputy director of AerFi Sverige since November 1999
- ----------
* Represents Directors of AerFi Sverige.
</TABLE>
<PAGE>
LOGO
November 11, 1999
Board of Directors
Indigo Aviation AB
Sodra Forstadsgatan 4
S-211 43 Malmo, Sweden
Ladies and Gentlemen:
We understand that Indigo Aviation AB. ("Indigo") and AerFi Group PLC
("AerFi") have entered into a Combination Agreement (the "Combination
Agreement") dated November 11, 1999, pursuant to which AerFi will offer to
acquire the approximately 3.0 million shares of Indigo currently held by public
shareholders for $13.00 per share in cash (the "Cash Purchase Price"). We also
understand that certain shareholders of Indigo (as set forth in the Share
Purchase Agreement, the "Inside Shareholders") and AerFi have entered into a
Share Purchase Agreement (the "Share Purchase Agreement") dated November 11,
1999, pursuant to which AerFi will acquire approximately 2.3 million shares held
by the Inside Shareholders for the Cash Purchase Price. Additionally, we
understand that certain Inside Shareholders and AerFi have entered into a Share
Exchange Agreement (the "Share Exchange Agreement") dated November 11, 1999,
pursuant to which approximately 5.9 million shares currently held by such Inside
Shareholders will be acquired in a stock for stock exchange whereby each such
Indigo share will be exchanged for 3.7 AerFi shares, and an Option Agreement
(the "Option Agreement") dated November 11, 1999 whereby such Inside
Shareholders will be granted options to purchase an aggregate of 1,000,000 AerFi
shares at a price of $3.17 per share. You have provided us with a copy of the
Combination Agreement, the Share Exchange Agreement, the Option Agreement and
the Share Purchase Agreement (together, these agreements constitute the
"Transaction").
You have asked us to render our opinion as to whether the Cash Purchase
Price is fair, from a financial point of view, to the shareholders of Indigo
(other than the Inside Shareholders).
In the course of performing our review and analyses for rendering this
opinion, we have:
o reviewed the Combination Agreement, the Share Exchange Agreement, the
Option Agreement and the Share Purchase Agreement;
o reviewed Indigo's Annual Reports to Shareholders and Annual Reports
on Form 20-F for the fiscal years ended December 31, 1998 through
1999, and its Quarterly Reports on Form 6-K for the periods ended
March 31, June 30, 1999 and September 30, 1999;
o reviewed certain operating and financial information, including
projections, provided to us by management relating to Indigo's
business and prospects;
o met with certain members of Indigo's senior management to discuss
Indigo's business, operations, historical and projected financial
statements and future prospects;
o reviewed the historical prices, valuation parameters and trading
volume of the common shares of Indigo;
o reviewed publicly available financial data, stock market performance
data and valuation parameters of companies which we deemed generally
comparable to Indigo;
o performed discounted cash flow analyses based on the projections for
Indigo furnished to us; and
o conducted such other studies, analyses, inquiries and investigations
as we deemed appropriate.
We have relied upon and assumed, without independent verification, the
accuracy and completeness of the financial and other information, including
without limitation the projections provided to us by Indigo and current and
future estimates of aircraft values as provided by Avitas and adjusted, as
appropriate, by management. With respect to Indigo's projected financial
results, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the senior
managements of Indigo as to the expected future performance of Indigo,
respectively. We have not assumed any responsibility for the independent
verification of any such information or of the projections provided to us, and
we have further relied upon the assurances of the senior managements of Indigo
that they are unaware of any facts that would make the information and
projections provided to us incomplete or misleading.
In arriving at our opinion, we have not performed or obtained any
independent appraisal of the assets or liabilities of Indigo, nor have we been
furnished with any such appraisals. Our opinion is necessarily based on
economic, market and other conditions, and the information made available to us,
as of the date hereof.
We have acted as a financial advisor to Indigo in connection with the
Transaction and will receive a fee for such services. In the ordinary course of
business, Bear Stearns may actively trade the equity and debt securities of
Indigo for our own account and for the account of our customers and,
accordingly, may at any time hold a long or short position in such securities.
It is understood that this letter is intended for the benefit and use of
the Board of Directors of Indigo and does not constitute a recommendation to the
Board of Directors of Indigo or any holders of Indigo common stock as to how to
vote in connection with the Transaction. This opinion does not address Indigo's
underlying business decision to pursue the Transaction. This letter is not to be
used for any other purpose, or reproduced, disseminated, quoted to or referred
to at any time, in whole or in part, without our prior written consent;
provided, however, that this letter may be included in its entirety in any offer
to purchase to be distributed to the holders of Indigo common stock in
connection with the Transaction.
Based on and subject to the foregoing, it is our opinion that, as of the
date hereof, the Cash Purchase Price is fair, from a financial point of view, to
the shareholders of Indigo (other than the Inside Shareholders).
Very truly yours,
BEAR, STEARNS & CO. INC.
By: /s/ Steven Begleiter
Senior Managing Director
<PAGE>
The depositary will accept manually signed facsimile copies of the letter
of transmittal. You or your broker, dealer, commercial bank, trust company or
other nominee should send or deliver the letter of transmittal, Indigo share
certificates and any other required documents to the depositary at the following
addresses:
The depositary for the offer is:
Bankers Trust Company
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission By Hand or Overnight
(For Eligible Institutions Courier:
123 Washington Street only):
New York, New York 10006 123 Washington Street
(212) 250-5644 New York, New York 10006
Att: Bond Transfer Unit/
ADR Tender Att: Bond Transfer Unit/
ADR Tender
</TABLE>
Confirm by Telephone:
(212) 250-5065
You should address questions or requests for assistance or additional
copies of this document and the letter of transmittal to the information agent
or the dealer manager at their addresses and telephone numbers listed below. You
may also contact your broker, dealer, commercial bank or trust company for
assistance concerning the offer. You may obtain additional copies of this
document, the letter of transmittal and other related materials from the
information agent or the dealer manager. These documents will be furnished
promptly at our expense.
The information agent for the offer is:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt
New Jersey 07072-2586
Toll Free (877) 842-2405
Banks and Brokers Please Call: (800) 346-7885
The dealer manager for the offer is:
GREENHILL & CO., LLC
31 West 52nd Street
New York, New York 10019
(212) 408-0660
(888) 504-7336 (Toll Free)
