Exhibit
99.1
PRESS RELEASE
FOR IMMEDIATE
RELEASE
AerCap and Genesis Lease to Merge in an All Share
Transaction
Genesis’
modern aircraft portfolio and strong generation of free cash flow combined with
AerCap’s strong contracted growth with a substantial order book of the most
fuel-efficient, state-of-the-art aircraft will create the world’s leading
independent aircraft leasing company with total assets of approximately $8
billion
Amsterdam,
Netherlands/Shannon, Ireland; September 18, 2009 — AerCap Holdings N.V. (“AerCap”)
(NYSE: AER) and Genesis Lease Limited (“Genesis”) (NYSE: GLS) today announced
that their Boards of Directors have approved a definitive agreement under which
AerCap and Genesis will merge in an all share-for-share transaction. Under the terms of the amalgamation
agreement, Genesis shareholders will receive one AerCap ordinary share for
every Genesis common share they own.
Genesis will become a
wholly-owned subsidiary of AerCap.
AerCap’s CEO Klaus Heinemann and CFO Keith Helming will lead the
combined company, which will retain the name AerCap. Three directors from
Genesis will be nominated for election to the Board of Directors of AerCap at
an extraordinary general meeting of AerCap shareholders to be called and held
shortly after the consummation of the transaction.
Based on Genesis’ balance
sheet, the transaction has a value of $1.75 billion and, based on the closing
stock price for AerCap Holdings N.V. ordinary shares on Thursday, September 17,
2009, the share-for-share consideration has a value of $8.81 per Genesis ADS (each
ADS representing one Genesis common share). The one-for-one exchange ratio represents
an average premium to Genesis shareholders of 45% based on the daily closing
prices of Genesis ADS and AerCap ordinary shares during the 30 day trading
period from July 31, 2009 to September 11, 2009. Upon closing of the
transaction, Genesis shareholders are expected to own approximately 29% of the
combined company.
The transaction is subject to
approval by Genesis shareholders, satisfaction of customary closing conditions
and receipt of any necessary regulatory approvals. The transaction is expected
to close in the fourth quarter of 2009.
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AerCap’s CEO Klaus Heinemann
commented, “The merger of Genesis and AerCap enhances the cash generation of
the combined company in the current environment to pursue our growth objectives
and capitalize on opportunities as the market recovers. Like AerCap, Genesis
boasts the most modern, fuel-efficient and in-high-demand jets that are fully
financed and on lease to a diverse operator base, including many new customers
not currently in the AerCap portfolio. The similarity of our respective
aircraft portfolios, combined with AerCap’s substantial order book, make this
an attractive transaction for all stakeholders.
Following this transaction,
AerCap will become the leading independent franchise within the global aircraft
leasing sector, with 116 airline customers in 50 countries and a lease portfolio
currently valued at $6 billion, with another 83 aircraft on order or under
purchase contract.”
John McMahon, Chairman &
CEO of Genesis added, “Genesis’ board and management are committed to enhancing
shareholder value. This transaction, through the solid profitability and strong
cash flows of Genesis, combined with AerCap’s scale and order book, which is
nearly all placed, provides our shareholders with a significant and immediate
premium to recent stock trading levels and positions them to participate in
enhanced earnings and business growth in the future.”
As part of the agreement, GE Capital
Aviation Services (GECAS), which has acted as servicer for Genesis’ portfolio,
will continue to provide most asset management services for the Genesis fleet
in the near term. GECAS has, however, agreed with AerCap a means to terminate early the GECAS services
at AerCap’s
option. Additionally,
AerCap has signed a letter of intent to purchase 13 aircraft from GECAS. The
purchase of two aircraft is expected to occur by the end of September 2009
and the purchase of the remaining aircraft is expected to take place after and
is subject to the closing of the transaction announced today.
The combined company will have
a total fleet of 358 commercial aircraft and 83 engines that are either owned,
on order, under contract or letter of intent, or managed. The average age of
its owned aircraft fleet is 6.6 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. Shared Value
and Weber Shandwick acted as communications 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. KCSA Strategic
Communications acted as communications advisor to Genesis.
Conference
Call
In connection with this
announcement, AerCap and Genesis will host a conference call today, Friday, September 18,
2009 at 2:30 pm Central European Time / 1:30 pm Irish Time / 8:30 am Eastern
Time. The call can be accessed live by dialing 888-935-4575
(US/Canada — toll free) or +1-718-354-1387 (International) and referencing code
4656488 at least 5 minutes before start time, or by visiting AerCap’s website
at http://www.aercap.com or Genesis’ website at http://www.genesislease.com under
“Investor Relations.”
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The presentation slides
for the conference call will be posted on AerCap’s and Genesis’ website in
advance of the call. A replay of the call will be available beginning at 12:00
pm Eastern Time on September 18, 2009 and continuing through October 18,
2009. To access the recording, call 866-932-5017 (US/Canada — toll free) or
+1-347-366-9565 (International) and enter passcode 4656488. The replay will be
archived in the “Investor Relations” section of AerCap’s and Genesis’ website.
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.
About Genesis
Genesis is a global
commercial aircraft leasing company that is headquartered in Shannon, Ireland.
Genesis acquires and leases modern, operationally efficient passenger and cargo
jet aircraft to a diverse group of airlines throughout the world.
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 factors relating to satisfaction of the conditions in the
amalgamation agreement between AerCap and Genesis, 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’ respective annual
reports on Form 20-F for the year ended December 31, 2008, 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 the applicable company. 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
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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.
Additional
Information About This Transaction
In connection with the proposed transaction,
AerCap will file with the SEC a Registration Statement on Form F-4 that
will include a proxy statement of Genesis and a prospectus of AerCap. Genesis
will mail the proxy statement/prospectus to its stockholders. Genesis investors are urged to read the proxy statement/prospectus
(including all amendments and supplements to it) regarding the proposed
transaction when it becomes available because it will contain important
information. You may obtain copies of all documents filed with the
SEC regarding this transaction, free of charge, at the SEC’s website
(www.sec.gov). These documents may also be obtained free of charge from AerCap’s
website (http://www.aercap.com) under the heading “Investor Relations” and
then under the heading “SEC Filings” or by directing a request to AerCap’s
Investor Relations at +31 20 655 9658. Copies of Genesis’ filings may be
obtained free of charge from Genesis’ website (http://www.genesislease.com) under
the heading “Investor Relations” and then under the heading “SEC Filings” or by
directing a request to Genesis’ Investor Relations at +1-212-896-1249.
This press release shall 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.
Contact
Information
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Contacts
for AerCap
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Contacts
for Genesis
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For Investors:
Peter Wortel
Investor Relations
+31 20 655 9658
pwortel@aercap.com
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For Investors and Media:
Jeffrey Goldberger
KCSA Worldwide
+1.212.896.1249
jgoldberger@kcsa.com
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For Media:
Frauke Oberdieck
Corporate
Communications
+31 20 655 9616
foberdieck@aercap.com
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Marybeth Csaby
KCSA Worldwide
+1.212.896.1236
mcsaby@kcsa.com
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