80799 München, de
Advanced Inflight Alliance AG: change of major shareholder
Chairman of the supervisory board resigns
- Global Eagle Acquisition Corp. is new major shareholder
- Transaction generates book profits for Advanced Inflight Alliance AG
- Chairman of the supervisory board resigns
Global Eagle Acquisition Corp., Los Angeles, USA, ("Global Eagle") has informed Advanced Inflight Alliance AG (ISIN DE0001262186, WKN 126218, Schellingstr. 35, 80799 Munich) last night, that the transaction to acquire 20,464,581 shares in Advanced Inflight Alliance AG from PAR Investment Partners L.P., Boston, USA ("PAR"), that already was announced in November 2012, has closed (also see adhoc release of Advanced Inflight Alliance AG dated November 8, 2012). Global Eagle's shareholders' meeting has finally approved the acquisition. Global Eagle purchases PAR's shares in Advanced Inflight Alliance AG in exchange for 14,368,233 non-voting common stock of Global Eagle. Global Eagle has informed us that the exchange ratio is based on a valuation of the shares in Advanced Inflight Alliance AG in the amount of approximately EUR 5.15 per share of Advanced Inflight Alliance AG. According to Global Eagle the reason for the difference between the actual calculated value of EUR 5.15 and the calculated value of EUR 5.50 announced on November 8, 2012 is due to exchange rate fluctuations between the US-Dollar and the Euro between the day of signing and closing of the respective agreements. It is expected that Global Eagle Entertainment GmbH, a subsidiary of Global Eagle, receives the 20,464,581 shares of Advanced Inflight Alliance AG on February 1, 2013. Global Eagle Entertainment GmbH will then hold approximately 86 percent of Advanced Inflight Alliance AG's shares formerly owned by PAR and will be Advanced Inflight Alliance AG's new major shareholder.
The before mentioned transaction is closely connected with the merger between Global Eagle and Row44 Inc., Westlake Village, USA ("Row 44"). Advanced Inflight Alliance AG acquired a minority stake of 12.5 percent in Row 44 in June 2012 for USD 25 million in shares of Advanced Inflight Alliance AG (Capital Increase in Kind). Global Eagle has informed Advanced Inflight Alliance AG that Global Eagle's shareholders' meeting also has finally approved the merger between Global Eagle and Row 44. Therefore, Advanced Inflight Alliance AG in exchange for its interest in Row 44 will receive an estimated 3,053,634 shares of Global Eagle common stock with a present market value of approximately USD 30.4 million (approximately EUR 22,3 million). Based on Global Eagle this number of shares still represents a preliminary figure, as there might be changes in course of contractually agreed adjustment mechanisms following the closing. As far as the number of shares granted in connection with the exchange remains unchanged, Advanced Inflight Alliance AG expects to generate a book profit of approximately USD 5.4 million (approximately EUR 4 million) with this transaction.
Furthermore, Edward L. Shapiro has resigned from his office as member and Chairman of the Supervisory Board of Advanced Inflight Alliance AG with immediate effect. His resignation is related to the sale of the shares of Advanced Inflight Alliance AG from PAR to Global Eagle.
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