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Atlas Air Worldwide Holdings, Inc. (AAWW) (Nasdaq: AAWW), a
leading provider of global air cargo services, today announced that it
has obtained Final Orders from the U.S. Department of Transportation
(DOT) approving a previously announced transaction between its
subsidiary, Polar Air Cargo Worldwide, Inc., and DHL Express.
The DOT approvals cover both the ownership structure of the
partnership between Polar and DHL Express and the intra-company
transfer of airline certificates and route authorities to Polar from
another AAWW subsidiary.
The approvals are integral steps in the process leading up to the
closing of the transaction between Polar and DHL Express. The parties
are now working on the remaining steps, which include FAA and foreign
regulatory approvals.
"We are extremely pleased to have the DOT's approvals for this
transaction, and we certainly appreciate the diligence of the DOT and
its staff in working with us throughout the process," said William J.
Flynn, President and CEO of AAWW. "This is a significant milestone in
completing our strategic partnership with DHL Express. We anticipate
obtaining the remaining necessary approvals and closing the
transaction in the late second quarter."
The transaction includes the acquisition of a 49% equity interest,
with a 25% voting interest, in Polar by DHL Express, as well as a
20-year commercial arrangement that will provide Polar with a
long-term, anchor customer and DHL with access to aircraft capacity in
key global markets.
Mr. Flynn added: "We continue to make excellent progress
implementing our strategy to deliver results for our customers and our
stockholders. This partnership with market leader DHL Express will
reinforce our position as a leading outsource provider of air cargo
services, and will greatly enhance stockholder value."
On November 28, 2006, the parties executed a stock purchase
agreement for the strategic partnership with DHL Express. Upon closing
of the transaction, the remaining commercial agreements will be signed
and DHL Express will acquire a minority ownership interest in Polar in
exchange for cash payment of $150 million, $75 million of which will
be paid upon closing, and $75 million to be paid in two installments
on January 15, 2008 and November 17, 2008, subject to certain
acceleration provisions.
Under the terms of the 20-year commercial arrangement, which
includes blocked-space and related flight-service-support agreements,
DHL Express will have access to lift capacity through six Polar
747-400 Freighters plus access to additional available ACMI aircraft
from AAWW's subsidiary, Atlas Air, Inc. This agreement will provide
the AAWW companies with a valuable, long-term customer and potential
revenue stream in excess of $3.5 billion over the full term of the
agreement.
About Atlas Air Worldwide Holdings, Inc.:
AAWW is the parent company of Atlas Air and Polar, which together
operate the world's largest fleet of Boeing 747 freighter aircraft.
AAWW, through Atlas Air and Polar, offers scheduled air cargo
service, cargo charters, military charters, and ACMI aircraft leasing
in which customers receive a dedicated aircraft, crew, maintenance and
insurance on a long-term lease basis.
AAWW's press releases, SEC filings and other information may be
accessed through the Company's home page, www.atlasair.com.
This release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 that
reflect AAWW's current views with respect to certain current and
future events and financial performance. Such forward-looking
statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to the operations and business
environments of AAWW and its subsidiaries (collectively, the
"companies") that may cause the actual results of the companies to be
materially different from any future results, express or implied, in
such forward-looking statements.
Factors that could cause actual results to differ materially from
these forward-looking statements include, but are not limited to, the
following: the ability of the companies to operate pursuant to the
terms of their financing facilities; the ability of the companies to
obtain and maintain normal terms with vendors and service providers;
the companies' ability to maintain contracts that are critical to
their operations; the ability of the companies to fund and execute
their business plan; the ability of the companies to attract, motivate
and/or retain key executives and associates; the ability of the
companies to attract and retain customers; the continued availability
of our wide-body aircraft; demand for cargo services in the markets in
which the companies operate; economic conditions; the effects of any
hostilities or act of war (in the Middle East or elsewhere) or any
terrorist attack; labor costs and relations; financing costs; the cost
and availability of war risk insurance; our ability to maintain
adequate internal controls over financial reporting; aviation fuel
costs; security-related costs; competitive pressures on pricing
(especially from lower-cost competitors); volatility in the
international currency markets; weather conditions; government
legislation and regulation; consumer perceptions of the companies'
products and services; pending and future litigation; and other risks
and uncertainties set forth from time to time in AAWW's reports to the
United States Securities and Exchange Commission.
For additional information, we refer you to the risk factors set
forth under the heading "Risk Factors" in the Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 15,
2007. Other factors and assumptions not identified above are also
involved in the preparation of forward-looking statements, and the
failure of such other factors and assumptions to be realized may also
cause actual results to differ materially from those discussed.
AAWW assumes no obligation to update such statements contained in
this release to reflect actual results, changes in assumptions or
changes in other factors affecting such estimates other than as
required by law.
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