Filed by Northwest Airlines
Corporation
Pursuant
to Rule 425 under the
Securities
Act of 1933 and deemed filed
pursuant
to Rule 14a-12 under the
Securities
Exchange Act of 1934
Subject
Company: Northwest Airlines Corporation
Commission
File No.: 0-23642
Forward-Looking
Statements
This
filing (including information included or incorporated by reference herein)
includes “forward-looking statements” within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of
1995. Words such as “expect,’ “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Delta's and Northwest’s
expectations with respect to the synergies, costs and charges, capitalization
and anticipated financial impacts of the merger transaction and related
transactions; approval of the merger transaction and related transactions by
shareholders; the satisfaction of the closing conditions to the merger
transaction and related transactions; and the timing of the completion of the
merger transaction and related transactions.
These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside our control and difficult to
predict. Factors that may cause such differences include, but are not
limited to, the possibility that the expected synergies will not be realized, or
will not be realized within the expected time period, due to, among other
things, (1) the airline pricing environment; (2) competitive actions taken by
other airlines; (3) general economic conditions; (4) changes in jet fuel prices;
(5) actions taken or conditions imposed by the United States and foreign
governments; (6) the willingness of customers to travel; (7) difficulties in
integrating the operations of the two airlines; (8) the impact of labor
relations, and (9) fluctuations in foreign currency exchange
rates. Other factors include the possibility that the merger does not
close, including due to the failure to receive required stockholder or
regulatory approvals, or the failure of other closing conditions.
Delta and
Northwest caution that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is contained in
Delta’s and Northwest’s most recently filed Forms 10-K. All
subsequent written and oral forward-looking statements concerning Delta,
Northwest, the merger, the related transactions or other matters and
attributable to Delta or Northwest or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above. Delta
and Northwest do not undertake any obligation to update any forward-looking
statement, whether written or oral, relating to the matters discussed in this
news release.
Additional
Information About the Merger and Where to Find It
In
connection with the proposed merger, Delta will file with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will
include a joint proxy statement of Delta and Northwest that also constitutes a
prospectus of Delta. Delta and Northwest will mail the joint proxy
statement/prospectus to their stockholders. Delta and Northwest urge
investors and security holders to read the joint proxy statement/prospectus
regarding the proposed merger 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).
You may also obtain these documents, free of charge, from Delta’s website
(www.delta.com) under the tab “About Delta” and then under the heading “Investor
Relations” and then under the item “SEC Filings.” You may also obtain these
documents, free of charge, from Northwest’s website (www.nwa.com) under the tab
“About Northwest” and then under the heading “Investor Relations” and then under
the item “SEC Filings and Section 16 Filings.”
Delta,
Northwest and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Delta and
Northwest stockholders in favor of the merger. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of Delta and Northwest stockholders in connection with the proposed merger
will be set forth in the proxy statement/prospectus when it is filed with the
SEC. You can find information about Delta’s executive officers and directors in
its Annual Reports on Form 10-K (including any amendments thereto), Current
Reports on Form 8-K and other documents that have previously been filed with the
SEC since April 30, 2007 as well as in its definitive proxy statement to be
filed with the SEC related to Delta’s 2008 Annual Meeting of Stockholders. You
can find information about Northwest’s executive officers and directors in its
Annual Reports on Form 10-K (including any amendments thereto), Current Reports
on Form 8-K and other documents that have previously been filed with the SEC
since May 31, 2007 as well as in its definitive proxy statement to be filed with
the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can
obtain free copies of these documents from Delta and Northwest using the contact
information above.
***
Delta Air
Lines, Inc. and Northwest Airlines Corporation have created a website at
www.newglobalairlines.com with information about the merger. The website
includes the information being filed herewith.
