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PRESS RELEASE
FOR
IMMEDIATE RELEASE
AerCap and Genesis Lease Complete
Merger
in an All Share Transaction
AerCap Has Become the World’s Leading Independent
Aircraft Leasing Company With Total Assets of Approximately $8 Billion
Amsterdam, Netherlands/Shannon, Ireland; March 25, 2010 – AerCap Holdings N.V.
("AerCap") (NYSE: AER) and Genesis Lease Limited
("Genesis") (NYSE: GLS) announced today the completion of their
amalgamation, previously announced on September 18, 2009, under which Genesis
shareholders will receive one AerCap ordinary share for every Genesis common
share
they owned.
Under the amalgamation,
Genesis became a wholly-owned subsidiary of AerCap and its shares ceased
trading at the New York Stock Exchange.
AerCap's CEO Klaus Heinemann and CFO Keith Helming will lead the
combined company, which has retained the name AerCap. Three directors from
Genesis will be nominated for election to the Board of Directors of AerCap at
the 2010 annual general meeting to be held in May 2010.
Based on Genesis’
balance sheet, the transaction has a value of $1.76 billion and, based on the
closing stock price for AerCap Holdings N.V. ordinary shares on Wednesday,
March 24, 2010, the share-for-share consideration has a value of $10.83 per
Genesis ADS (each ADS representing one Genesis common share). As of March 25,
2010, Genesis shareholders own approximately 29% of the combined company.
The amalgamation follows
receipt of all necessary regulatory authorizations, approval of the transaction
by Genesis’ shareholders on March 23, 2010, and satisfaction of all other
closing conditions.
AerCap’s CEO Klaus Heinemann commented, “The merger has strengthened our ability to expand our leading market position at a time when we see clear indications of increasing market recovery. This powerful combination, together with the enhanced cash generation capabilities of our combined companies, will enable us to pursue considerable further growth for the benefit of our shareholders. AerCap is now the world’s leading independent aircraft leasing company, with a strong franchise, a worldwide market reach, and a young, fuel-efficient portfolio with approximately $10 billion in book value including our contracted aircraft orders.”
The
combined company has total assets of more than $8 billion, and boasts a lease
portfolio currently valued at nearly $7 billion. AerCap also has $3.6 billion
of lease assets under purchase contract, ensuring further growth with new,
fuel-efficient aircraft.
AerCap’s total
portfolio includes 345 commercial aircraft and 92 engines
that are either owned, on order, under contract or letter of intent, or
managed. The average age of its owned aircraft fleet is 6.2 years.
Advisors
Morgan Stanley and UBS acted as financial advisors
and Milbank, Tweed, Hadley & McCloy LLP, NautaDutilh N.V., and Mello, Jones & Martin as
legal advisors to AerCap. Citi acted as financial advisor and Weil, Gotshal
& Manges LLP, Conyers Dill & Pearman and Houthoff Buruma N.V. as legal
advisors to Genesis. Sonenshine Partners acted as a financial
advisor to the board of Genesis.
About AerCap
AerCap is an integrated global aviation
company with a leading market position in aircraft and engine leasing, trading
and parts sales. AerCap also provides aircraft management services and performs
aircraft maintenance, repair and overhaul services and aircraft disassemblies.
AerCap is headquartered in The Netherlands and has offices in Ireland, the
United States, Singapore, China and the United Kingdom.
Forward Looking Statements
This press release may contain certain statements,
estimates and forecasts with respect to future performance and events. These
statements, estimates and forecasts are intended to be covered by the safe
harbor for "forward-looking statements" provided by the U.S. Private
Securities Litigation Reform Act of 1995. In some cases, such forward-looking
statements can be identified by the use of forward-looking terminology such as "may," "might," "will," "should," "expect," "plan," "intend," "estimate," "anticipate," "believe," "predict," "potential" or "continue" or the negatives thereof or variations thereon or similar terminology.
All forward-looking statements included in this press release are not
statements of historical fact but are based on various underlying assumptions
and expectations and are subject to known and unknown risks, uncertainties and
assumptions, and may include projections of our future financial performance
based on our growth strategies and anticipated trends in our business. These
statements are only predictions based on our current expectations and
projections about future events. There are important factors that could cause
our actual results, level of activity performance or achievements to differ
materially from the results, level of activity, performance or achievements
expressed or implied in any forward-looking statements. As a result, there can
be no assurance that any forward-looking statements included in this press
release will prove to be accurate or correct. In light of these risks,
uncertainties and assumptions, the future performance or events described in
any forward-looking statements in this press release might not occur. Among the
factors that could cause actual results to differ materially from those
described in any forward looking statements are AerCap's ability to
successfully combine the businesses of AerCap and Genesis and to realize
expected synergies from the combination, and changes in global, political,
economic, business, competitive, market and regulatory forces, as well as those
factors described under the headings 'Risk Factors' in AerCap's and Genesis’
annual reports on Form 20−F for the year ended December 31, 2009 and
December 31, 2008, respectively, as filed with the US Securities and Exchange
Commission (the "SEC"). Copies of such annual reports on Form 20-F
are available online at http://www.sec.gov or on request from AerCap. Except
for any obligation to disclose material information under federal securities
laws, AerCap and Genesis do not undertake any obligation to, and will not,
update any forward-looking statements, whether as a result of new information,
future events or otherwise. Accordingly, you should not rely upon forward-looking
statements as a prediction of actual results and AerCap and Genesis do not
assume any responsibility for the accuracy or completeness of any of these
forward-looking statements.
This
press release does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of 1933, as
amended, or an exemption therefrom.
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For
Media: Frauke Oberdieck Corporate Communications +31 20 655 9616 foberdieck@aercap.com |
For
Investors: Peter Wortel Investor Relations +31 20
655 9658 pwortel@aercap.com |