Abra Group And Azul Sign Non-Binding Mou With The Intent To Combine Businesses In Brazil

(MENAFN- PR Newswire) Gol and Azul's networks and fleet are complementary in almost 90% of routes, with each company flying
aircraft
of
different
sizes
and
serving different
destinations.
The
parties
expect
that
a
business combination would result in efficiencies and cost reductions, directly benefiting consumers. Upon consummation of such a transaction, Gol and Azul companies would be expected to keep their independent brands and operating certificates, serving more than 200 destinations in Brazil and internationally
with
plans
to
expand
their
airline
networks and
connectivity
and
create
additional
job positions.

"We are pleased to announce our intention to explore a combination of the businesses of Gol and Azul
to
craft
a
more
competitive
and
resilient
global aviation
player
and
increase
the
democratization of the sector. As part of Abra's strategy to bolster the Brazilian market, this is an important opportunity to further intensify our presence in Brazil and empower our global network. In parallel, as Abra
Group,
we
continue
to
be
supportive
of
all
the
work
that
Gol
management
and
the
entire Gol team have been doing for the successful restructuring of Gol during its Chapter 11 process and are excited by its prospects to emerge as a well-capitalized standalone entity", says Manuel Irarrazaval, Chief Financial Officer of Abra Group.

The parties have agreed to a business principle, to ensure adequate capitalization, that any combination
will
result in
net
leverage
of
the
combined
entity that
will
be
comparable
or
better
than the net leverage of Gol at the time of the Transaction, after consummation of its plan of reorganization.

The closing of the transaction is subject to Abra Group and Azul agreeing on
economic terms of
the transaction, the satisfactory completion of due diligence, entering into definitive agreements, obtaining corporate and regulatory approvals (including from the Brazilian antitrust authorities), satisfaction of customary closing conditions, the consummation of Gol's Chapter 11 plan of reorganization and receipt by Abra of consideration thereunder.

The MoU announced today is an initial stage of a negotiation process to explore the feasibility of a potential transaction. Thus, the strategy, conduct of business and operations of Abra Group and of Gol do not change as a result of the execution of the MOU.

Wachtell, Lipton, Rosen C Katz and Pinheiro Guimarães are serving as legal advisors to Abra in connection
with
the
potential
Transaction.
Caminati
Bueno
Advogados is
acting
as
lead
antitrust counsel.

Further information for media:
[email protected]

About Abra Group: Abra Group, a UK-based company, is one of the most competitive air transportation
groups
in
Latin
America. It
brings
together the
iconic
Gol
and Avianca
brands
under
a single leadership, and a strategic investment in Wamos Air, anchoring an airline network that has one of the lowest unit costs in its respective markets, leading loyalty programs across the region (LifeMiles and Smiles) and other synergistic businesses. Additionally, Abra Group holds a
convertible debt instrument representing a minority interest investment in Chile's Sky Airline. The Group consolidates a team of close to 30,000 highly qualified aviation professionals and a fleet of 300 aircraft
with scheduled flights serving 25 countries and over 150 destinations.

Gol is one of Brazil's leading airlines, operating a standardized fleet 138 Boeing 737 aircraft and has 13,900 highly qualified professionals. Avianca, the second oldest airline in the world, operates with more than 140 A320 and B787 aircraft passenger as well as 7 cargo aircraft, and has more than 14,000 employees. Finally, Wamos Air is a Europe-based leader in widebody ACMI operations operating 13 A330 passenger aircraft. For more information, visit .

SOURCE Abra Group

MENAFN16012025003732001241ID1109098123