GOL's Controlling Shareholder Announces Signing of a Master Contribution Agreement
SÃO PAULO ,
a) MOBI FIA entered into a Master Contribution Agreement with certain principal shareholders of Investment Vehicle 1 Limited ("Avianca Holding") including Kingsland International Group S.A., Elliott International L.P., and South Lake One LLC (the "Avianca's Major Investors" and "Master Contribution Agreement", respectively).
b) Avianca Holding is the holding company that controls Aerovías del Continente Americano S.A., a Colombian commercial airline that operates under the brand Avianca ("Avianca"). Avianca provides scheduled air transportation services for passengers and cargo, in
c) Pursuant to the Master Contribution Agreement, MOBI FIA will contribute its GOL shares to a newly formed company ("Holding"), in exchange for common shares of Holding; subsequently, the Avianca's Major Investors and the other parties to the Master Contribution Agreement will contribute their shares in Avianca Holding to Holding in exchange for new common shares of Holding (the "Transaction"). Holding is a private limited company, incorporated under the laws of
d) Upon closing of the Transaction, the contributing parties to the Master Contribution Agreement, including MOBI FIA and the Avianca's Major Investors, will enter into a shareholders' agreement to govern their rights and obligations as shareholders of Holding, and Mobi FIA and the Avianca's Major Investors will co-control Holding, which, in turn, will hold a controlling interest in GOL and Avianca Holding.
e) GOL and Avianca will continue to operate independently and maintain their respective brands and cultures.
f) The management team that will be responsible for the overall direction and strategy of Holding, delivery of synergies, and coordination of central functions, will be led by
g) Neither MOBI FIA nor the Constantino brothers will sell, directly or indirectly, any share of GOL. The Transaction will not entail the obligation to carry out a public offering due to the acquisition of control of GOL, since there will be no sale or transfer of the shareholding control of GOL, as determined under Brazilian laws and regulations.
h) The Transaction is subject to customary closing conditions set forth in the Master Contribution Agreement, including certain regulatory approvals.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.