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AC shares halted on pending news


Guest frozinorth

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Guest frozinorth

Friday September 26, 3:01 pm ET

TORONTO, Sept. 26 /CNW/ - The following issues have been halted on the Market Regulation Services:

Issuer Name: Air Canada

TSX Ticker Symbol: AC

Time of Halt: 2:50 p.m. EDT

Reason for Halt: Pending News

For further information

Market Regulation Services Inc. (416) 646-7299

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September 26, 2003

Bulletin # 30

AIR CANADA SELECTS TWO INVESTMENT GROUPS FOR FINAL PHASE OF EQUITY PROCESS - MR. VICTOR T.K. LI AND CERBERUS CAPITAL

Air Canada announced today that it has selected two qualified investors to move to the final phase of the equity sponsorship solicitation process to assist in funding its emergence from court protection under the Companies' Creditors Arrangement Act (CCAA) and to provide the necessary liquidity to execute its business plan. The airline will enter into detailed negotiations with Cerberus Capital Management, L.P., a New York based asset management firm with Canadian interests, and a company controlled by Mr. Victor T.K. Li, a Canadian citizen with substantial global business interests, based upon their proposed Letters of Intent (LOIs). Both proposals address Air Canada's minimum CAD$700 million target of new equity and each also contemplates co-investment by creditors through a rights offering which would increase total proceeds to CAD$1 billion.

"The positive outcome of this process is powerful testimony to our restructuring efforts to date and the true potential of this airline," said Robert Milton, Chief Executive Officer of Air Canada. "Our ability to attract significant interest from some of the most well-capitalized and sophisticated investors in the global financial community today is an important vote of confidence in Air Canada's business plan going forward and the value of the Air Canada franchise. All participants, including those who were not short-listed, demonstrated high levels of co-operation and diligence in understanding our timing and other requirements. In particular, all proposals recognized our requirement for a sizeable rights offering for unsecured creditors to improve their recovery potential. Ultimately we determined that the proposals submitted by Cerberus and Mr. Li were the most closely aligned to Air Canada's requirements for a successful emergence from CCAA and the execution of its business plan going forward," he said.

Both proposals have been structured taking into account the Canadian ownership requirements governing Air Canada and do not require any change of legislation for implementation.

Cerberus

Cerberus is a New York based asset management firm which, together with its affiliates, manages in excess of USD$10 billion of unleveraged capital. This capital is invested in holdings in the United States,Canada, Europe and Asia. Cerberus owns a controlling interest in over 40 companies in a diverse array of businesses around the world. In Canada, Cerberus holds a controlling interest in Teleglobe Canada. Cerberus is advised by Ogilvy Renault, including its senior partner the Rt. Honourable Brian Mulroney, P.C., C.C., LL.D., and its financial advisor is Lazard. The investment will be made from the various Cerberus funds and is not subject to financing conditions.

Victor T.K. Li

Mr. Victor T.K. Li, a Canadian citizen, is the Deputy Chairman of Cheung Kong (Holdings) Limited. Mr. Li and his family hold controlling interests in Cheung Kong as well as such other widely held companies as Hutchison Whampoa Limited, Hongkong Electric Holdings Limited and Husky Energy Inc. of Calgary. The Cheung Kong Group's businesses encompass such diverse areas as property development and investment, real estate agency and estate management, hotels, telecommunications and e-commerce, finance and investment, retail and manufacturing, ports and related services, energy, infrastructure projects and materials, media, and biotechnology. The Cheung Kong Group combined ranks among the top 100 corporations in the world, with businesses in close to 40 countries and over 165,000 employees. The investment will be funded from Mr. Li's personal financial resources and may include investment from other family investments and foundations and is not subject to financing conditions.

The Equity Process

On July 16, 2003, Air Canada announced the start of an equity solicitation process, facilitated by its financial advisor, Seabury Securities LLC of New York and overseen by the Court-Appointed Monitor, Ernst & Young, Inc. More than a dozen confidentiality and trading restriction agreements were executed with potential investors interested in participating in the process and several LOIs were submitted.

The LOIs submitted followed extensive due diligence and were responsive to the requirements and targets that the Company had set, and lent themselves to a constructive process and to completion in accordance with the business plan that was shared during the due diligence process. All of the LOIs submitted expressed support for the strategic direction contained in management's business plan, including the radical changes contemplated to its business model and fleet. The decision to select the two proposals for the final stage was as a result of the higher enterprise and equity values implicit in the proposals and the terms and conditions relating to what could be viewed as completion risk. Moreover, each of these two groups would provide significant added value to Air Canada in terms of strategic guidance and potential assistance in accessing additional capital for future capital expenditure and acceleration of implementation of the Company's business plan.

Unsecured Creditors and Rights Offering

Both proposals contemplate that concurrent with closing of a bidder’s equity investment, rights will be offered to all creditors of Air Canada and its subsidiaries who are under CCAA protection to acquire new shares of Air Canada on the same economic terms as the bidder. The proposals contemplate that a significant portion of the rights will be underwritten by the investor together with such other underwriters and standby purchasers as the Company and the bidder selected as Equity Plan Sponsor may determine. The amount to be made available under the proposed Rights Offering exceeds CAD$350 million. The intention under both proposals is for the rights to trade in the public markets.

Consistent with the potential prejudice that would occur for an unsuccessful finalist, Air Canada has agreed to reimburse each of the short-listed potential sponsors for costs related to negotiating and finalizing definitive documentation from the present time forward. In addition, the selected bidder, upon execution of the definitive investment agreement, would become entitled to customary fees.

Pro Forma Ownership for Stakeholders

Based on the proposals, unsecured creditors including bondholders and other financial institutions, with total estimated claims in the range of CAD$8-10 billion, subject to the results of the court supervised claims process, will receive an estimated 40 to 65 per cent of fully-diluted equity, depending upon the total size of the equity raised and the extent to which unsecured creditors take up the Rights Offering. The proposals contemplate that shareholders of the Company will receive minimal, if any, consideration for their shares.

Aeroplan

Neither proposal contemplates a separate investment in Aeroplan at this time, although both proposals accept the separation of Aeroplan as an independent legal entity and the pursuit of private equity, capital markets or other transactional opportunities over the short to medium term.

Conditions of Closing

The proposals contemplate a number of conditions precedent to the closing of the investment including confirmatory due diligence, satisfaction with the Company's final restructuring plan filed with the Court and obtaining the necessary approvals.

Process To Conclude Definitive Agreement

Air Canada will work actively with the two finalists selected to assist them with their remaining due diligence requirements and will engage the Unsecured Creditors Committee to participate in the process going forward. The Company expects to complete the final selection of the Equity Plan Sponsor and the execution of a definitive investment agreement by the end of October 2003.

Air Canada is proceeding with other components of its restructuring concurrent with the final stage of the equity sponsorship process and will continue to report progress from time to time.

Employee Communications YULNNAC

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Guest Patrick Bergen

Given the calibre of the investors and the consideration to the current debtors, this should be considered excellent news. I will be interested in the spin given to this story in the press.

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Guest Green Smiley Face

Hmmmmmmmmmmmm. Let me guess.

The shares are worthless?

Maybe they are starting another low cost Airline. Ready for your pay cut.

Cheers

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I do not wish anyone ill feelings, but I would like to bet my recent 10% pay cut that the green smiley face will go away by the end of 2004. ( I must admit, I am told that I am almost always correct with such perdictions ). So "Green".... be very careful you don't celebrate too hard. Save some energy for the future.

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Ahhh Mitch, trying for proper grammar or spelling on the internet is a lost cause. With all the spell checking and grammar checking available today, you would think that this problem would be diminishing, but the converse seems to be true. Why is that? I wish I knew. But I applaud your effort, nonetheless.

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"With all the spell checking and grammar checking available today, you would think that this problem would be diminishing, but the converse seems to be true."

That should be: "With all the spell and grammer checking available today, you would think that this problem would be diminishing, but the converse seems to be true."

Please don't be so quick to belittle others about grammar and spelling. It's obvious you have not mastered the proper grammer (word structure) yourself in writing the english language.

I make no claims that I do either. Nobody's perfect, not even you or Mitch!

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You lost me...

I fail to see either a spelling or grammatical error with the above post. I certainly don't see "grammer", so if I missed something, please clarify!

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Disregard the above statement. I now understand that your post was in reference to another post that the original poster must have deleted in embarrassment! See what happens when you read the forum first thing in the morning?

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