Gol Linhas announces corporate reorganization of group
GOL Linhas announces it has communicated to Smiles Fidelidade its intention to not renew the operating and backoffice services agreements executed among GOL, Gol Linhas Aereas S.A. and SMILES, beyond its current expiration date in 2032; it is initiating proceedings aiming at a corporate reorganization of the Group, as detailed below; and it has requested that an extraordinary general shareholders' meeting of SMILES be called to include a provision for the creation of an independent special committee, in accordance with the procedures of CVM's Opinion No. 35, dated September 1st, 2008, in SMILES' bylaws, to negotiate the terms of the Reorganization. The contemplated Reorganization includes, the creation, by GLA, of preferred shares, with increased economic rights in relation to the common shares of GLA; the sale of common shares issued by GLA to GOL's controlling shareholder, Fundo de Investimento em Participacoes Volluto; the merger of SMILES into GOL, with the issuance by GOL, to the shareholders of SMILES, of GOL preferred shares of the class currently existing, and of a new class of redeemable preferred shares of GOL; the redemption of the GOL Redeemable Preferred Shares, with payment in cash over a period of time to be determined; the capital increase of GLA, against contribution, by GOL, of assets and liabilities related to activities of SMILES; and as a second step, GOL's migration to the Novo Mercado. The terms of the Reorganization will be negotiated with SMILES' Independent Committee and, where applicable, submitted for approval by GOL's and SMILES' shareholders. GOL estimates that the Companies' general shareholders' meetings, which will deliberate the Reorganization, shall be called approximately 100 days after this date, depending on several factors, including the term that the Independent Committee understands is needed for the negotiation of the terms of the Reorganization.