1
EXHIBIT 2.4
MERGER AGREEMENT
dated as of ______________, 1997
among
GALILEO INTERNATIONAL PARTNERSHIP,
GALILEO INTERNATIONAL, L.L.C.
and
GALILEO INTERNATIONAL, INC.
2
MERGER AGREEMENT(1)
MERGER AGREEMENT, dated as of ________ __, 1997 (this
"Agreement"), among GALILEO INTERNATIONAL PARTNERSHIP, a Delaware general
partnership ("Galileo General Partnership"), GALILEO INTERNATIONAL, L.L.C., a
Delaware limited liability company ("Galileo LLC"), and GALILEO INTERNATIONAL,
INC., a Delaware corporation ("Galileo, Inc.").
WHEREAS, the general partners of Galileo General Partnership
listed on Schedule A hereto (the "Galileo Partners") own the respective general
partnership interests in Galileo General Partnership listed on Schedule B
hereto;
WHEREAS, Galileo General Partnership owns all of the issued
and outstanding shares of common stock, par value $.01 per share, of Galileo,
Inc. ("Galileo, Inc. Common Stock");
WHEREAS, Galileo, Inc. is the sole member of Galileo LLC; and
WHEREAS, the parties hereto desire to, upon the terms and subject
to the conditions of this Agreement and in accordance with the Delaware Limited
Liability Company Act (the "Limited Liability Company Law"), effect the merger
of Galileo General Partnership with and into Galileo LLC (the "Merger");
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained and intending to be legally bound
hereby, the parties to this Agreement hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.01. The Merger. In accordance with Section 18-209 of
the Limited Liability Company Law, at the Effective Time (as defined below),
Galileo General Partnership shall be merged with and into Galileo LLC. As a
result of the Merger, the separate existence of Galileo General Partnership
shall cease, and Galileo LLC shall be the surviving entity of the Merger (the
"Surviving Entity").
--------
1 Subject to tax review.
3
2
SECTION 1.02. Effective Time; Closing. As promptly as practicable
after the execution of this Agreement, the parties hereto shall cause the Merger
to be consummated by filing a certificate of merger (the "Certificate of
Merger") with the Secretary of State of the State of Delaware, in such form as
is required by, and executed in accordance with, Section 18-209(c) of the
Limited Liability Company Law. The term "Effective Time" means the date and time
of the filing of the Certificate of Merger with the Secretary of State of the
State of Delaware (or such later time as may be agreed by the parties hereto and
specified in the Certificate of Merger). Immediately prior to the filing of the
Certificate of Merger, a closing will be held at the offices of Shearman &
Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (or such other place as the
parties may agree).
SECTION 1.03. Effect of the Merger. At the Effective Time, the
effect of the Merger shall be as provided in the applicable provisions of the
Limited Liability Company Law. Without limiting the generality of the foregoing,
and subject thereto, at the Effective Time, all the property, rights,
privileges, powers and franchises of Galileo General Partnership and Galileo LLC
shall vest in the Surviving Entity, and all debts, liabilities, obligations,
restrictions, disabilities and duties of each of Galileo General Partnership and
Galileo LLC shall become the debts, liabilities, obligations, restrictions,
disabilities and duties of the Surviving Entity.
SECTION 1.04. Managing Member; Officers. Galileo, Inc. shall
continue to be the managing member of Galileo LLC after the Merger. The officers
of Galileo General Partnership immediately prior to the Effective Time shall be
the officers of the Surviving Entity, in each case until their respective
successors are duly appointed and qualified.
ARTICLE II
CONVERSION OF PARTNERSHIP INTERESTS
IN MERGER
SECTION 2.01. Cancellation of Shares of Common Stock Held By
Galileo General Partnership. As of the Effective Time, by virtue of the Merger
and without any action on the part of the Galileo Partners, Galileo General
Partnership, Galileo LLC or Galileo, Inc., the shares of Galileo, Inc. Common
Stock held immediately prior to the Effective Time by Galileo General
Partnership shall be cancelled and retired automatically and shall cease to
exist, and no consideration shall be delivered in exchange therefor.
SECTION 2.02. Conversion of General Partnership Interests in
Galileo General Partnership. As of the Effective Time, by virtue of the Merger
and without any action on the part of the Galileo Partners, Galileo General
Partnership, Galileo LLC or Galileo, Inc., the general partnership interests in
Galileo General Partnership outstanding
4
3
immediately prior to the Effective Time shall be converted into and become (i)
the respective number of shares of Galileo, Inc. Common Stock listed in Schedule
C hereto, and (ii) in the case of certain Galileo Partners, the respective
number of shares of Special Voting Preferred Stock, par value $.01 per share, of
Galileo, Inc. (the "Galileo, Inc. Preferred Stock") listed on Schedule D hereto,
in the respective series described on such Schedule.
SECTION 2.03. Delivery of Certificates; Legend. (a) As promptly
as practicable after the Effective Time, Galileo, Inc. shall deliver to each of
the Galileo Partners (i) certificates evidencing such number of shares of
Galileo, Inc. Common Stock as are issuable to such Galileo Partners pursuant to
Section 2.02 hereof and (ii) in the case of certain Galileo Partners,
certificates evidencing the number of shares of Galileo, Inc. Preferred Stock as
are issuable to such Galileo Partners pursuant to Section 2.02 hereof, issuable
in the respective series described on Schedule D hereto.
(b) The shares of Common Stock and Preferred Stock that are
issued to the Galileo Partners pursuant to Sections 2.02 and 2.03 shall contain
the legends contemplated by Section 3.02 of the Stockholders' Agreement, dated
as of _______ __, 1997, among the Company, certain of its stockholders and
certain related parties of such stockholders.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Further Action. Each of the parties hereto shall
use all reasonable efforts to take, or cause to be taken, all appropriate
action, do or cause to be done all things necessary, proper or advisable under
applicable law, and execute and deliver such documents and other papers, as may
be required to carry out the provisions of this Agreement and consummate and
make effective the transactions contemplated by this Agreement.
SECTION 3.02. Representations. (a) Each of the parties hereto
represents that this Agreement has been duly authorized, executed and delivered
by such party and constitutes a legal, valid and binding obligation of such
party, enforceable against it in accordance with the terms of this Agreement.
(b) Galileo, Inc. represents and warrants that the shares of
Common Stock and Galileo, Inc. Preferred Stock to be issued to the Galileo
Partners in connection with the Merger will be duly authorized, validly issued,
fully paid and nonassessable and not subject to preemptive rights.
5
4
SECTION 3.03. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
SECTION 3.04. Benefit; Successors and Assigns. Except as
otherwise provided herein, this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
permitted assigns. Nothing in this Agreement either express or implied is
intended to confer on any person, other than the parties hereto and their
respective successors and permitted assigns, any rights, remedies or obligations
under or by reason of this Agreement.
SECTION 3.05. Miscellaneous. This Agreement sets forth the entire
agreement and understanding among the parties hereto, and supersedes all prior
agreements and understandings, relating to the subject matter hereof. All
representations and warranties contained herein shall survive the execution and
delivery of this Agreement, regardless of any investigation made by any party
hereto or on such party's behalf. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware. The headings in
this Agreement are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one instrument.
6
5
IN WITNESS WHEREOF, the parties hereto have duly caused this
Agreement to be executed as of the date first above written above by their
respective officers thereunto duly authorized.
GALILEO INTERNATIONAL
PARTNERSHIP
By _________________________________
Name:
Title:
GALILEO INTERNATIONAL, L.L.C.
By _________________________________
Name:
Title:
GALILEO INTERNATIONAL, INC.
By _________________________________
Name:
Title:
7
SCHEDULE A
Covia Corp., a Delaware corporation and a wholly owned subsidiary of United Air
Lines, Inc. ("Covia").
Distribution Systems Inc., a Delaware corporation and an indirect wholly owned
subsidiary of British Airways PLC ("DSI").
Roscor A.G., a corporation organized under the laws of Switzerland and a wholly
owned subsidiary of Swissair Swiss Air Transport Company Ltd ("Roscor").
Travel Industry Systems B.V., a corporation organized under the laws of the
Netherlands and a wholly owned subsidiary of KLM Royal Dutch Airlines ("TIS").
USAM Corp., a Delaware corporation and a wholly owned subsidiary of US Airways,
Inc. ("USAM").
Racom Teledata S&A, a corporation organized under the laws of Italy and a wholly
owned subsidiary of Alitalia-Linee Aeree Italiane S.p.A. ("Racom").
Olynet Inc., a Delaware corporation and wholly owned subsidiary of Olympic
Airways S.A. ("Olynet").
Resnet Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of
Air Canada ("Resnet").
Coporga, Inc., a Delaware corporation and wholly owned subsidiary of Transportes
Aereos Portugueses S.A. ("Coporga").
Retford Limited, a corporation organized under the laws of Ireland and a wholly
owned subsidiary of Aer Lingus PLC ("Retford").
Travidata Inc., a New York corporation and a wholly owned subsidiary of Austrian
Airlines Oesterreichische Luftverkehrs Aktiengesellschaft ("Travidata").
8
SCHEDULE B
Galileo Partner: General Partnership Interests in Galileo International Partnership:
---------------- -------------------------------------------------------------------
Covia 38.0%
DSI 14.7%
Roscor 13.2%
TIS 12.1%
USAM 11.0%
Racom 8.7%
Olynet 1.0%
Resnet 1.0%
Coporga 0.1%
Retford 0.1%
Travidata 0.1%
9
SCHEDULE C
Galileo Partner: Shares of Galileo, Inc. Common Stock:
---------------- -------------------------------------
Covia _____
DSI _____
Roscor _____
TIS _____
USAM _____
Racom _____
Olynet _____
Resnet _____
Coporga _____
Retford _____
Travidata _____
2224.2/NYL3
10
SCHEDULE D
Galileo Partner: Series of Galileo, Inc. Preferred Stock: Number of Shares:
---------------- ---------------------------------------- -----------------
Covia Series A One
Series B One
Series C One
DSI Series D One
Roscor Series E One
TIS Series F One
USAM Series G One
11
TABLE OF CONTENTS
Page
----
ARTICLE I
THE MERGER
SECTION 1.01. The Merger.................................................... 1
SECTION 1.02. Effective Time; Closing....................................... 2
SECTION 1.03. Effect of the Merger.......................................... 2
[SECTION 1.04. Managing Member; Officers.................................... 2
ARTICLE II
CONVERSION OF PARTNERSHIP INTERESTS
IN MERGER
SECTION 2.02. .............................................................. 2
Conversion of General Partnership Interests in Galileo General Partnership... 2
SECTION 2.03. Delivery of Certificates...................................... 3
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Further Action................................................ 3
SECTION 3.02. Representations............................................... 3
SECTION 3.03. Specific Performance.......................................... 3
SECTION 3.04. Benefit; Successors and Assigns............................... 3
SECTION 3.05. Miscellaneous................................................. 4
