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EXHIBIT 2.4
CONFORMED COPY
MERGER AGREEMENT
dated as of July 30, 1997
among
GALILEO INTERNATIONAL PARTNERSHIP,
GALILEO INTERNATIONAL, L.L.C.
and
GALILEO INTERNATIONAL, INC.
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TABLE OF CONTENTS
Page
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ARTICLE I
THE MERGER
SECTION 1.01. The Merger............................................ 1
SECTION 1.02. Effective Time; Closing............................... 1
SECTION 1.03. Effect of the Merger.................................. 2
SECTION 1.04. Managing Member; Officers............................. 2
ARTICLE II
CONVERSION OF PARTNERSHIP INTERESTS IN MERGER
SECTION 2.01. Cancellation of Shares of Common Stock Held By Galileo
General Partnership................................. 2
SECTION 2.02. Conversion of General Partnership Interests in Galileo
General Partnership................................. 2
SECTION 2.03. Delivery of Certificates; Cash; Legend................ 3
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Further Action........................................ 3
SECTION 3.02. Representations....................................... 3
SECTION 3.03. Specific Performance.................................. 4
SECTION 3.04. Benefit; Successors and Assigns....................... 4
SECTION 3.05. Miscellaneous......................................... 4
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MERGER AGREEMENT
MERGER AGREEMENT, dated as of July 30, 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").
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
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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 immediately prior to the Effective Time
shall be converted into and become (i) the right to receive the respective
number of shares of Galileo, Inc. Common Stock listed in Schedule C hereto, (ii)
in the case of certain Galileo Partners, the right to receive the respective
number
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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 and (iii) the right to
receive, pro rata in accordance with the general partnership interests listed on
Schedule B hereto, $100,000 in cash.
SECTION 2.03. Delivery of Certificates; Cash; 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, (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 and (iii) checks in the
amount of such Galileo Partner's pro rata share of $100,000, calculated in
accordance with the general partnership interests listed on Schedule B 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
July 30, 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.
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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, the Galileo Partners 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.
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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 /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: President and
Chief Executive Officer
GALILEO INTERNATIONAL, L.L.C.
By /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: President and
Chief Executive Officer
GALILEO INTERNATIONAL, INC.
By /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: President and
Chief Executive Officer
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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").
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SCHEDULE B
Galileo Partner: General Partnership Interests in Galileo International Partnership:
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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%
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SCHEDULE C
Shares of Galileo, Inc.
Galileo Partner: Common Stock:
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Covia 33,440,000
DSI 12,892,000
Roscor 11,633,600
TIS 10,639,200
USAM 9,680,000
Racom 7,664,800
Olynet 906,400
Resnet 880,000
Coporga 88,000
Retford 88,000
Travidata 88,000
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SCHEDULE D
Galileo Partner: Series of Galileo, Inc. Preferred Stock: Number of Shares:
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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
