Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
01 Octubre 2019 - 5:05AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
SCHEDULE
14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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LATAM
AIRLINES GROUP S.A.
(Name of Subject Company)
__________________
LATAM
AIRLINES GROUP S.A.
(Name of Person(s) Filing Statement)
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American Depositary Shares (as evidenced
by American
Depositary Receipts), each representing one share of Common
Stock, without par value
(Title of Class of Securities)
501723100
(CUSIP Number of Class of Securities)
__________________
Andrés del Valle
Presidente Riesco 5711, 20th floor, Las Condes, Santiago, Chile
Telephone: (+56 2) 2565 8765
José María Eyzaguirre Baeza
Claro & Cía.
Av. Apoquindo 3721, 13th floor, Las Condes,
Santiago, Chile
Telephone: (+56 2) 2367 3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Jeffrey S. Lewis, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Telephone: (212) 225 2056
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Chantal E. Kordula, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Telephone: (212) 225 2724
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Adam J. Brenneman, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Telephone: (212) 225 2704
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☒
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
INTRODUCTION
LATAM Airlines Group
S.A. (“LATAM”) is filing this Solicitation/Recommendation Statement relating to pre-commencement communications
on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “Statement”).
On September 27,
2019, Chilean newspaper “La Tercera” published an interview with LATAM’s chairman, Ignacio Cueto. The interview
relates to LATAM’s strategic alliance with Delta Air Lines, Inc. (“Delta”).
This Statement is not
a recommendation or a solicitation to sell any securities. Delta has not yet commenced a tender offer for the shares of LATAM or
the shares represented by American Depositary Shares (collectively, the “Shares”). If and to the extent required
by applicable law and solely following the commencement of the tender offer by Delta, LATAM intends to file with the U.S. Securities
and Exchange Commission a Solicitation/Recommendation Statement and related materials on Schedule 14D-9. Holders of the Shares
are encouraged to read carefully such documents when they become available, and as they may be amended from time to time, before
any decision is made with respect to the potential offer, because they will contain important information. If and when filed, such
documents will be available free of charge at the website of the U.S. Securities and Exchange Commission – www.sec.gov. In
addition, if and when filed, LATAM will provide copies of its Solicitation/Recommendation Statement free of charge to holders of
the Shares.
Cautionary Statement
Regarding Forward-Looking Statements
This Statement may
contain forward-looking statements concerning Delta, LATAM and the proposed transaction, which describe or are based on current
expectations. Actual results may differ materially from these expectations. Any statements that are not historical
fact (including statements containing the words “believes,” “may,” “could,” “might,”
“possible,” “intends,” “plans,” “anticipates,” “expects,” “estimates,”
“potential,” “outlook”, “continue,” “will,” “should” and similar expressions)
should also be considered to be forward-looking statements. Such forward-looking statements include the ability of Delta
to complete the transaction. Actual results may differ materially from current expectations because of risks associated with
uncertainties as to the timing of the tender offer; the possibility that various conditions to the consummation of the tender offer
may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory
approval; the effects of disruption from the transaction on the respective businesses of Delta and LATAM and the fact that the
announcement and pendency of the transaction may make it more difficult to establish or maintain relationships with employees,
customers and other business partners; and other risks and uncertainties pertaining to the business of LATAM detailed in its filings
with the SEC from time to time. Forward-looking statements in this Statement should be evaluated together with the many uncertainties
that affect the respective businesses of Delta and LATAM, including those mentioned in the risk factors and other cautionary statements
in Delta’s and LATAM’s reports filed with the SEC. The reader is cautioned not to rely unduly on these forward-looking
statements. LATAM expressly disclaims any intent or obligation to publicly update any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law. All forward-looking statements in
this Statement are qualified in their entirety by this cautionary statement.
Item 9. Exhibits
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
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LATAM AIRLINES GROUP S.A.
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September 30, 2019
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By:
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/s/ Juan Carlos Menció
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Name:
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Juan Carlos Menció
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Title:
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VP Legal VP of Legal Affairs of LATAM Airlines Group S.A.
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Latam Airlines (NYSE:LTM)
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