SAO PAULO, March 24, 2021 /PRNewswire/ -- GOL Linhas
Aéreas Inteligentes S.A. ("GOL"), (NYSE: GOL and B3: GOLL4), in
compliance with the provisions on paragraph 4, Article 157 of Law
no. 6.404, of December 15, 1976, as
amended, and in CVM Rule No. 358/2002, announces, within the scope
of the reorganization disclosed in the Material Fact on
February 12, 2021, that, if
implemented, will result in the migration of the SMILES Fidelidade
S.A. ("SMILES") shareholder base to GOL ("Reorganization"), and as
permitted under Section 1.1.1 of the Reorganization's Protocol and
Justification, its decision to increase the consideration offered
to the shareholders of SMILES by 17.1%, which increases the
exchange ratio from 0.825 to 0.966. This implies a price of
R$26.14 per share paid to SMILES'
shareholders based on the December 7,
2020 unaffected price of GOLL4 shares of R$27.05. Prior to GOL's announcement of its
original Reorganization proposal SMILES' unaffected share price was
R$21.73.
Accordingly, should the Reorganization be approved in the
extraordinary general meetings of GOL and SMILES, both to be held
on March 24, 2021, shareholders of
SMILES will receive, for each common share issued by SMILES that
they own:
I) (a) an amount in Brazilian
currency of R$8.28, adjusted as
provided in the Protocol and Justification; and (b) 0.660 preferred
shares issued by GOL, adjusted as provided for in the Protocol and
Justification ("Base Exchange Ratio"); or
II) (a) an amount in Brazilian
currency of R$21.68, adjusted as
provided for in the Protocol and Justification; and (b) 0.165
preferred shares issued by GOL, at the discretion of the SMILES
shareholders that, in the latter case, must exercise the option as
described in Section 3 of the Protocol and Justification ("Optional
Exchange Ratio").
This revised Reorganization proposal offers SMILES' shareholders
a meaningful increase in premium to the unaffected price on
December 7, 2020. As compared
to the 30 day VWAP, prior to the initial Reorganization proposal,
this new proposal increased the premium from 26.3% to 47.9%.
When compared to the unaffected price, it increases the premium
from 2.7% to 20.3%. Further, the revised Reorganization proposal
allows GOL to more efficiently match the consideration preferences
of disparate types of investors and provides a higher cash
component while maintaining upside participation through the Base
Exchange Ratio.
The revised Reorganization proposal above is the result of
negotiations with several of SMILES' largest shareholders and has
the preliminary support of approximately 25% of the minority
shareholders of SMILES.
GOL clarifies that all other conditions contained in the
February 12, 2021 Material Fact and
in the Protocol and Justification remain unchanged.
About GOL Linhas Aéreas Inteligentes S.A.
GOL serves more than 36 million passengers annually.
With Brazil's largest network,
GOL offers customers more than 750 daily flights to
over 100 destinations in Brazil
and in South America, the
Caribbean and the United States. GOLLOG's cargo
transportation and logistics business serves more than 3,400
Brazilian municipalities and more than 200 international
destinations in 95 countries. SMILES allows over 16
million registered clients to accumulate miles and redeem tickets
to more than 700 destinations worldwide on the GOL partner network.
Headquartered in São Paulo, GOL has a team of approximately 14,000
highly skilled aviation professionals and operates a fleet of 128
Boeing 737 aircraft, delivering Brazil's top on-time performance and an
industry leading 20-year safety record. GOL has invested billions
of Reais in facilities, products and services and technology to
enhance the customer experience in the air and on the ground. GOL's
shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further
information, visit www.voegol.com.br/ir.
Disclaimer
The information contained in this press
release has not been subject to any independent audit or review and
contains "forward-looking" statements, estimates and projections
that relate to future events, which are, by their nature, subject
to significant risks and uncertainties. All statements other than
statements of historical fact contained in this press release
including, without limitation, those regarding GOL's future
financial position and results of operations, strategy, plans,
objectives, goals and targets, future developments in the markets
in which GOL operates or is seeking to operate, and any statements
preceded by, followed by or that include the words "believe",
"expect", "aim", "intend", "will", "may", "project", "estimate",
"anticipate", "predict", "seek", "should" or similar words or
expressions, are forward-looking statements. The future events
referred to in these forward-looking statements involve known and
unknown risks, uncertainties, contingencies and other factors, many
of which are beyond GOL's control, that may cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. These forward-looking statements are
based on numerous assumptions regarding GOL's present and future
business strategies and the environment in which GOL will operate
in the future and are not a guarantee of future performance. Such
forward-looking statements speak only as at the date on which they
are made. None of GOL or any of its affiliates, officers,
directors, employees and agents undertakes any duty or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent required by law. None of GOL or any of its affiliates,
officers, directors, employees, professional advisors and agents
make any representation, warranty or prediction that the results
anticipated by such forward-looking statements will be achieved,
and such forward-looking statements represent, in each case, only
one of many possible scenarios and should not be viewed as the most
likely or standard scenario. Although GOL believes that the
estimates and projections in these forward-looking statements are
reasonable, they may prove materially incorrect and actual results
may materially differ. As a result, you should not rely on these
forward-looking statements.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.