Exhibit 11
November 6, 2000
CONTINENTAL, NORTHWEST REACH AGREEMENT IN PRINCIPLE ON STOCK REPURCHASE
Airlines to seek delay in DoJ case to permit definitive agreement to be
concluded
HOUSTON and MINNEAPOLIS/ST. PAUL - (Nov. 6) - Continental Airlines (NYSE:
CAL and CAL.A) and Northwest Airlines (NASDAQ: NWAC) today announced that
the two airlines have reached an agreement in principle regarding the sale
to Continental of its common stock held by Northwest Airlines. The two
airlines, which are defendants in an ongoing suit brought by the U.S.
Department of Justice concerning the 1998 stock purchase, plan to jointly
petition U.S. District Court Judge Denise Page Hood for a seven day delay in
the court proceeding to allow the two airlines to conclude definitive
agreements. A final agreement is subject to the approval of the boards of
Northwest and Continental, the Department of Justice and certain third
parties.
The repurchase of Northwest's interest in Continental will be part of a
recapitalization of Continental, whereby each outstanding share of
Continental Class A common stock will be reclassified into 1.32 shares of
Continental Class B common stock. In connection with the transaction,
Continental will repurchase from Northwest approximately 6.69 million
Continental Class A shares for $450 million in cash, and Northwest will
retain approximately 2.6 million shares of Continental Class B common stock
after the recapitalization.
The alliance agreement between Continental and Northwest will be amended and
its term extended through 2025, and in connection with that amendment,
Continental will issue to Northwest a special series of preferred stock.
That preferred stock will give Northwest the right to block certain business
combinations and similar change of control transactions involving Continental
and a third party major air carrier during the term of the alliance
agreement, subject to redemption by Continental of the preferred stock upon
certain events, including upon a change of control of Northwest. The current
governance agreements between Northwest and Continental that contain the
restrictions on Northwest's rights to vote its Continental Class A common
stock will be terminated in connection with the transactions. As part of the
transactions, Continental has obtained a waiver of a right of first offer with
respect to the Continental shares owned by Northwest, conditional on the
closing of the transactions.
The parties anticipate that the transactions contemplated by their agreement
in principle will close approximately two months after the parties sign
definitive agreements, which they anticipate executing within one week of
today's announcement. The transactions are expected to be subject to
certain conditions, including the settlement of the current litigation by
the United States against Northwest and Continental relating to Northwest's
ownership interest in Continental.
<PAGE>
"Continental has always valued Northwest as a strong alliance partner," said
Continental Chairman and Chief Executive Officer Gordon Bethune. "Putting
this divisive issue behind us will allow both parties to focus their
energies on an alliance that benefits consumers, shareholders and our
employees for many years to come."
"Our two objectives regarding Continental have always been to build a
successful alliance and to insure the independence of Continental," said
John Dasburg, Northwest president and CEO. "We believe we have a means to
accomplish those two goals while at the same time recouping our investment.
The issues that bring Northwest and Continental together are far stronger
and more compelling than those that divided us on this issue. We have a
great partner in Continental and because of that our alliance is good for
consumers, good for competition and good for the industry."
Mr. Bethune and Mr. Dasburg expressed their gratitude to Judge Hood for her
efforts to resolve this litigation.
Safe Harbor
Statements in this news release which are not purely historical facts,
including statements regarding our beliefs, expectations, intentions or
strategies for the future, may be "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. All forward-looking
statements involve a number of risks and uncertainties that could cause
actual results to differ materially from the plans, intentions and
expectations reflected in or suggested by the forward-looking statements.
Information with respect to the factors and events that could cause these
differences is contained in the Companies' Securities and Exchange
Commission filings, including the Companies' Annual Report or Form 10-K for
the year ended December 31, 1999. We undertake no obligation to update any
forward-looking statements to reflect events or circumstances that may arise
after the date of this release.
