On 27 January 2015, the Board of Directors of Aer Lingus announced that it had indicated to International Consolidated Airlines Group, S.A. (IAG) that the financial terms of IAG’s proposal valuing each Aer Lingus share at €2.55 (comprising a cash offer of €2.50 and a dividend of €0.05 per share) were at a level that the Board would be willing to recommend, subject to being satisfied with the manner in which IAG proposed to address the interests of relevant parties. The Board continues to believe that the financial terms of the Revised Proposal are in the best interests of Aer Lingus’ shareholders.
The Revised Proposal remains conditional on, amongst other things, confirmatory due diligence, the recommendation of the Board of Aer Lingus and the receipt of irrevocable commitments from Ryanair Limited and the Minister for Finance of Ireland to accept the offer, all of which may be waived in whole or in part by IAG.
Aer Lingus Chairman, Colm Barrington said: “Over recent weeks the Board of Aer Lingus has listened carefully to the public debate which has taken place regarding IAG’s proposal. We have had further detailed discussions with IAG and the Board has a greater understanding of IAG’s intentions for the future of Aer Lingus and the proposed commitments that IAG is prepared to make in relation to Aer Lingus. These discussions have further confirmed that it is clearly in IAG’s interests to continue to grow Aer Lingus within the IAG Group. The Board’s view is therefore that a combination of Aer Lingus with IAG has a compelling strategic rationale and will deliver significant benefits for Aer Lingus, its employees, its customers and for Ireland.”
On 11 February 2015, Aer Lingus met the interdepartmental group established by the Minister for Transport, Tourism and Sport (the “Minister”) to set out the Board’s views on these benefits. Aer Lingus also discussed these matters with the Minister on 12 February 2015.