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United and Continental to hold special meeting of stockholders

19-Aug-2010 10:32 AM

United Airlines and Continental Airlines announced (18-Aug-2010) plans to hold a special meeting of stockholders on 17-Sep-2010, for the following purposes: 

  • United Airlines:
    • to consider and vote on the proposal to approve the issuance of shares of UAL common stock to Continental Airlines, Inc stockholders pursuant to the merger as contemplated by the Agreement and Plan of Merger, dated as of 02-May-2010, by and among UAL, Continental and JT Merger Sub Inc, a wholly owned subsidiary of UAL;
    • to consider and vote on the proposal to adopt UAL’s amended and restated certificate of incorporation, as contemplated by the merger agreement;
    • to vote upon the proposal to adjourn the UAL special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals.
  • Continental Airlines:
    • to consider and vote on the proposal to adopt the Agreement and Plan of Merger, by and among UAL Corporation, Continental and JT Merger Sub Inc;
    • to vote upon the proposal to adjourn the Continental special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal.

Both carriers urged all stockholders to take part in the vote, as the proposals must be approved for the merger to go ahead. If the merger is completed, UAL stockholders will not receive any merger consideration and will continue to hold their shares of UAL capital stock, while holders of Continental common stock will receive 1.05 shares of UAL common stock for each share of Continental common stock they hold at the effective time of the merger. Continental stockholders will not receive any fractional shares of UAL common stock in the merger. Instead, UAL will pay cash in lieu of any fractional shares of UAL common stock that a Continental stockholder would otherwise have been entitled to receive. [more]