Aeromexico Expands Relationship With AIMIA

MEXICO CITY, May 12, 2020 /PRNewswire/ --

(All figures referenced in U.S. dollars, except where noted)

• Binding letter of intent subject to negotiation of certain commercial and financial terms; anticipated to close in 60 days
• Proposed amendments to commercial and shareholders agreements ensure strong alignment of interest between the joint venture partners
• Proposed 20-year extension of current CPSA term
• Proposed financial support for Aeromexico by PLM of US$ 100 million using intercompany loans and award ticket advance purchases, funded by PLM's cash on hand
• Agreement in principle to grant Aeromexico a 7 year option to purchase AIMIA's stake in PLM at a 7.5x EBITDA multiple, with minimum price of $400 million USD for AIMIA's stake, subject to final agreement on certain terms and conditions.
• Parties agree to pursue initiatives to increase distributions to shareholders
• PLM approves a $10 million USD distribution to shareholders.

Grupo Aeromexico S.A.B. de C.V. ("Aeromexico") (BMV: AEROMEX) today announced it has signed a binding Letter of Intent with AIMIA Inc. (TSX: AIM) reflecting the parties' agreement in principle to negotiate certain changes to the Shareholders Agreement between them and the commercial agreement (CPSA) between Aeromexico and PLM Premier, S.A.P.I. (PLM), the operator of the Club Premier loyalty program.  These changes, which would include a 20-year extension to the CPSA, are intended to strengthen the relationship between Aeromexico and PLM, to grow and improve the program, improve corporate governance at PLM, and align PLM shareholder interests regarding PLM profitability and value.

As part of the proposed transactions, PLM will, from cash on its balance sheet, provide financial support to Aeromexico of US$100 million in the form of a $50 million loan under the existing intercompany loan facility and through advance award ticket purchases of US$ 50 million.  Subject to market conditions, AIMIA and AM will explore alternatives to strengthen PLM's balance sheet and enhance distributions to shareholders.

AIMIA and Aeromexico have also agreed in principle regarding modifying the Shareholders Agreement to grant Aeromexico a 7 year option to purchase AIMIA's 48.9% equity interest in PLM at an EBITDA multiple of 7.5x, with a minimum floor of $400 million USD for AIMIA's stake, subject to final agreement on certain terms and conditions.

AIMIA Inc. Interim CEO Phil Mittleman, commented: "Today's exciting announcement represents our commitment at AIMIA to create stakeholder value and maximize the value of our existing holdings.  As a result of AIMIA's refreshed and strong working relationship with Aeromexico, we look forward to documenting improvements to the CPSA between Aeromexico and PLM, as well as a long-term extension of the new agreement.  We also are pleased to support PLM providing additional liquidity for our airline partner during a difficult time, thereby providing continuity and stability for Club Premier members and participants, and enhanced value for all stakeholders.  Providing Aeromexico an option to purchase our 48.9% stake in PLM allows us to fully align our interests going forward.  We look forward to continuing working closely with Aeromexico and PLM to continue to enhance the value of PLM for all stakeholders in the years to come."

Aeromexico's CEO, Andres Conesa, concurred by noting "Aeromexico is also committed to these transactions that reset the relationship between PLM shareholders and to taking strides on many fronts to strengthen the relationship between Aeromexico and PLM/Club Premier.  We believe that, working together with our joint venture partner AIMIA and the commercial teams at Aeromexico and PLM, we can ensure a bright future for Club Premier and its members and participants.  We also appreciate the financial support offered by our partners as we implement our strategy to emerge from the challenging situation currently faced by the global airline industry."

This press release contains certain forward-looking statements that reflect the current views and/or expectations of the Company and its management with respect to its performance, business and future events. We use words such as "believe," "anticipate," "plan," "expect,", "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "should" and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this release. Grupo Aeroméxico is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Grupo Aeromexico

Grupo Aeromexico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico´s global airline, operates more than 600 daily flights and its main hub is in Terminal 2 at the Mexico City International Airport. Its destinations network features more than 80 cities on three continents, including 42 destinations in Mexico, 18 in the United States, 16 in Latin America, 4 in Canada, 5 in Europe and 2 in Asia.

The Group's operating fleet of 119 aircraft is comprised of Boeing 787 and 737 jet airliners and next generation Embraer 170 and 190 models. In 2012, the airline announced the most significant investment strategy in aviation history in Mexico, to purchase up to 100 Boeing aircraft including 90 MAX B737 jet airliners and 10 B787-9 Dreamliner's.

As a founding member of the SkyTeam airline alliance, Aeromexico offers customers more than 1,000 destinations in 179 countries served by the 19 SkyTeam airline partners rewarding passengers with benefits including access to 636 premium airport lounges around the world. Aeromexico also offers travel on its codeshare partner flights with Delta Air Lines, Air France-KLM, Avianca, Copa Airlines and WestJet, with extensive connectivity in countries like the United States, Brazil, Canada, Colombia and Peru.

www.aeromexico.com
www.skyteam.com

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SOURCE Grupo Aeromexico S.A.B. de C.V.