Indianapolis, Indiana. April 5, 2007 - Global Aero Logistics Inc. today announced that it has reached a definitive agreement to acquire World Air Holdings, Inc. for $315 million in an all-cash transaction. The Boards of both Global Aero Logistics and World have unanimously approved the transaction. Under the terms of the agreement, World’s stockholders will receive $12.50 per share in cash. This share price represents a 56% premium to the average closing price for the 30 trading days prior to World’s announcement of its strategic review process on September 5, 2006. World Air Holdings is the parent company of two airline subsidiaries: World Airways, Inc. and North American Airlines, Inc. Global Aero Logistics is the parent company of ATA Airlines, Inc. As a result of the transaction, Global Aero Logistics will operate three independent airlines under one umbrella. The company will participate in diverse businesses, including scheduled and charter passenger operations as well as cargo charter (ACMI). Current operations will continue as normal for each airline subsidiary.“In addition to providing a significant premium to World’s shareholders, this transaction provides the strategic and corporate flexibility for each of these airlines to shape a high-growth future,” said Subodh Karnik, President and CEO of Global Aero Logistics. “We are very excited about the prospects,” he added. The transaction is expected to be completed during the third quarter of 2007, subject to approval from World’s stockholders as well as various regulatory approvals and other customary closing conditions.
JPMorgan served as financial advisor to Global Aero Logistics and has committed to provide financing to fund the acquisition and to refinance certain indebtedness of Global Aero Logistics. The transaction is not conditioned on receipt of financing by Global Aero Logistics. Cravath, Swaine and Moore served as legal advisor to Global Aero Logistics. Seabury Group served as financial advisor and Bracewell & Giuliani LLP served as legal advisor to MatlinPatterson Global Opportunities Partners II, which will remain Global Aero Logistics’ largest single stockholder following completion of the transaction.About Global Aero Logistics Inc.Global Aero Logistics Inc. is the parent company of ATA Airlines, Inc. In its 34thyear of operations, ATA offers affordable scheduled service travel from destinations such as Guadalajara, Cancun, Hawaii, Oakland, Chicago, New York, Dallas/Ft. Worth and Washington, DC. Through connecting Southwest Airlines codeshare flights, ATA now serves customers in more than 60 markets. ATA is also a leading passenger charter airline serving the U.S. military and many other government and commercial customers. ATA operates a fleet of 29 aircraft and has approximately 2,500 employees. For more information, visit www.ata.com.About
World Airways, Inc. and North American Airlines, Inc.World Airways, Inc., a wholly owned subsidiary of World Air Holdings, Inc., is a U.S.-certificated air carrier providing customized transportation services for major international passenger and cargo carriers, international freight forwarders, the U.S. military and international leisure tour operators. Founded in 1948, World operates a fleet of 17 wide-body aircraft to meet the specialized needs of its customers. For more information, visit www.worldairways.com.North
American Airlines, Inc., a wholly owned subsidiary of World Air Holdings, Inc., is a U.S.-certificated air carrier offering air transportation services throughout the world for the U.S. military and commercial customers. Founded in 1989, North American operates a fleet of 10 aircraft in charter and scheduled service. For more information, visit www.flynaa.com.“Safe
Harbor” statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; the inability to complete the acquisition due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the acquisition, including the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; risks that the proposed transaction disrupts current plans and operations; the ability to recognize the benefits of the acquisition; the amount of the costs, fees and charges related to the acquisition and the actual terms of certain financings that will be obtained for the acquisition; the impact of the substantial indebtedness incurred to finance the consummation of the acquisition; the impact of competition in the market for air transportation services; the cyclical nature of the air carrier business; reliance on key customer relationships; and fluctuations in operating results. These various risks and uncertainties may cause the company’s actual results to differ materially from those expressed in any of the forward-looking statements made by, or on behalf of, the company in the release.