Advanced Inflight Alliance AG / Key word(s): Change of Personnel/Miscellaneous
01.02.2013 09:08
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Non-binding voluntary Translation
Ad hoc Announcement in accordance with Section
15 of the Securities Trade Act
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
Munich, February 1, 2013 - 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.
Advanced Inflight Alliance AG
Board of Directors
01.02.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Advanced Inflight Alliance AG
Schellingstr. 35
80799 München
Germany
Phone: +49 (0)89 613805-0
Fax: +49 (0)89 613805-55
E-mail: info@aialliance.com
Internet: www.advanced-inflight-alliance.com
ISIN: DE0001262186
WKN: 126218
Listed: Regulierter Markt in Frankfurt (General Standard);
Freiverkehr in Berlin, Düsseldorf, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Advanced Inflight Alliance AG: change of major shareholder; chairman of the supervisory board resigns
| Source: EQS Group AG