GOL announces Shareholders of GOL and Smiles approve Corporate Reorganization

Rhea-AI Summary

On March 24, 2021, GOL Linhas Aéreas Inteligentes S.A. announced significant developments regarding its corporate structure. An extraordinary general meeting approved a reorganization that will transfer SMILES Fidelidade S.A.'s shareholder base to GOL. Shareholders will receive an implicit price of R$27.00 per SMILES share, with options including cash and GOL preferred shares. GOL specified that the conditions previously outlined remain unchanged and promised further details on withdrawal rights and implementation steps for the Reorganization.

Positive

• Approval of the corporate reorganization supports strategic alignment between GOL and SMILES.
• Increased consideration for SMILES shareholders enhances shareholder value.

Negative

• None.

SÃO PAULO, March 24, 2021 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. ("GOL"), (NYSE: GOL and B3: GOLL4), Brazil's largest domestic airline, in compliance with the provisions on paragraph 4, Article 157 of Law no. 6.404, of December 15, 1976, as amended, and in CVM Rule No. 358/2002, announces that:

(i) the extraordinary general meeting of SMILES Fidelidade S.A. ("SMILES"), held on this date, approved the reorganization disclosed in the Material Fact on February 12, 2021, which, after implemented, will result in the migration of the SMILES shareholder base to GOL ("Reorganization"); 

(ii) the extraordinary general meeting of GOL, held on this date, approved the Reorganization;

(iii) as permitted under Section 1.1.1 of the Reorganization's Protocol and Justification, GOL increased the consideration offered to the shareholders of SMILES, representing an implicit price of R$27.00 per share paid to SMILES' shareholders, so that SMILES shareholders receive, for each common share issued by SMILES:

I) (a) an amount in Brazilian currency of R$9.14, adjusted as provided in the Protocol and Justification; and (b) 0.6601 preferred share issued by GOL, adjusted as provided for in the Protocol and Justification (Base Exchange Ratio); or

II) (a) an amount in Brazilian currency of R$22.54, adjusted as provided for in the Protocol and Justification; and (b) 0.1650 preferred share issued by GOL, at the discretion of the SMILES shareholders that, in the latter case, must exercise the option as described in Section 3 of the Protocol and Justification (Optional Exchange Ratio).

GOL clarifies that all other conditions contained in the February 12, 2021 Material Fact and in the Protocol and Justification remain unchanged.

GOL and SMILES will release in due course a Notice to Shareholders informing the period for the exercise of the withdrawal right and detailing the other steps related to the implementation of the Reorganization.

Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11) 2128-4700

About GOL Linhas Aéreas Inteligentes S.A.
GOL serves more than 36 million passengers annually. With Brazil's largest network, GOL offers customers more than 750 daily flights to over 100 destinations in Brazil and in South America, the Caribbean and the United States. GOLLOG's cargo transportation and logistics business serves more than 3,400 Brazilian municipalities and more than 200 international destinations in 95 countries. SMILES allows over 16 million registered clients to accumulate miles and redeem tickets to more than 700 destinations worldwide on the GOL partner network. Headquartered in São Paulo, GOL has a team of approximately 14,000 highly skilled aviation professionals and operates a fleet of 128 Boeing 737 aircraft, delivering Brazil's top on-time performance and an industry leading 20-year safety record. GOL has invested billions of Reais in facilities, products and services and technology to enhance the customer experience in the air and on the ground. GOL's shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further information, visit www.voegol.com.br/ir.

Disclaimer
The information contained in this press release has not been subject to any independent audit or review and contains "forward-looking" statements, estimates and projections that relate to future events, which are, by their nature, subject to significant risks and uncertainties. All statements other than statements of historical fact contained in this press release including, without limitation, those regarding GOL's future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets in which GOL operates or is seeking to operate, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "will", "may", "project", "estimate", "anticipate", "predict", "seek", "should" or similar words or expressions, are forward-looking statements. The future events referred to in these forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors, many of which are beyond GOL's control, that may cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are based on numerous assumptions regarding GOL's present and future business strategies and the environment in which GOL will operate in the future and are not a guarantee of future performance. Such forward-looking statements speak only as at the date on which they are made. None of GOL or any of its affiliates, officers, directors, employees and agents undertakes any duty or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. None of GOL or any of its affiliates, officers, directors, employees, professional advisors and agents make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Although GOL believes that the estimates and projections in these forward-looking statements are reasonable, they may prove materially incorrect and actual results may materially differ. As a result, you should not rely on these forward-looking statements.

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SOURCE GOL Linhas Aéreas Inteligentes S.A.

FAQ

What recent corporate action did GOL announce on March 24, 2021?

GOL announced the approval of a corporate reorganization involving the migration of SMILES Fidelidade S.A.'s shareholder base to GOL.

What is the implied price per share offered to SMILES shareholders by GOL?

GOL offered an implied price of R$27.00 per share to SMILES shareholders.

What options are available for SMILES shareholders in the reorganization?

SMILES shareholders can receive cash and preferred shares issued by GOL according to specified ratios.

When was the extraordinary general meeting for GOL held?

The extraordinary general meeting for GOL was held on March 24, 2021.