DFF Documentation de base 22 mars 2005 Analyse de NewSmith Capital Partners L entreprise de conseil financier NewSmith Capital Partners mandatée par la Confédération et le canton de Zurich a analysé la transaction proposée et est arrivée à la conclusion: (1) que si la compagnie Swiss International Air Lines ( Swiss ) fait cavalier seul, elle devrait très probablement demander une augmentation importante de son capital propre au cours des trois prochaines années compte tenu de la stratégie actuelle de réseaux, (2) que la transaction avec Lufthansa est équitable sous l angle financer pour la Confédération et le canton de Zurich compte tenu de leur participation à Swiss, (3) que la transaction est justifiée du point de vue économique, et (4) que la transaction comporte des risques, dont certains sont élevés (y compris le manque de garanties «solides», la décision des commissions des cartels, les nouvelles négociations concernant l accord aérien, les dégradations imputables à la compagnie elle-même, les restrictions du trafic aérien imposées par l Allemagne concernant l aéroport de Zurich). NewSmith Capital Partners est en outre d avis que les risques énumérés sont en partie atténués par (a) la fondation devant être constituée, dont le but est le maintien et la promotion du trafic aérien en Suisse, et (b) la possibilité que Lufthansa mette des avions long courrier supplémentaires à la disposition de Swiss. Les commentaires de NewSmith se basent, dans leur intégralité, sur le document complet de l étude «Fairness opinion» et des documents s y rapportant. Communication Bundesgasse 3, 3003 Berne tél. +41 (0)31 322 60 33 fax +41 (0)31 323 38 52 www.dff.admin.ch www.efd.admin.ch
NewSmith Financial Solutions Limited Lansdowne House 57 Berkeley Square London W1J 6ER T + 44 (0) 20 7518 3750 F + 44 (0) 20 7518 3702 www.newsmithcapital.com 17 March 2005 Schweizerische Eidgenossenschaft Direktion der Eidgenoessischen Finanzverwaltung Schwanengasse 2 3003 Berne Switzerland Attention: Mr. Peter Siegenthaler, Director Federal Finance Administration Dear Mr. Siegenthaler We understand that Deutsche Lufthansa AG, a German corporation ( LH ), and Swiss International Air Lines Ltd, a Swiss corporation ( S IA ), propose to enter into a Business Integration Agreement (together with its appendices and certain other related ancillary transaction documentation, the BIA, subst antially in the form of the draft dated 9 March 2005). As described in the BIA, certain entities shall be or have been created solely for the purpose of acquiring over time all of the registered shares, par value CHF 18 per share, of SIA (the Shares ). Under the BIA, holders of Shares shall receive: (a) a payment to be made in 3 years from the date of the BIA which shall be based upon the outperformance of the LH shares versus a basket of airline stocks including British Airways, Air France/KLM and Iberia (all as described in the Appendix to the BIA) for shareholders identified in Appendix 2.5 (Anlage 2.5) of the BIA and for certain shareholders who elect not to receive the compensation described in (b) below and who are identified in Appendix 2.4 (Anlage 2.4) but not in Appendix 2.5 (Anlage 2.5), or (b) a cash payment equal to the average of the closing prices per Share for the 30 day period prior to the date of the BIA for all other holders of Shares. Pursuant to the BIA, LH shall gain effective operating control of SIA subject to certain conditions as defined therein. Further terms of the transaction are more fully set forth in the draft BIA. The transactions contemplated in the BIA, including the compensation to 1
be received by holders of Shares described above, shall be referred to as the Transaction. We understand that the Swiss Federal Government is the holder of 10,714,286 Shares (the Sh areholding ) and is identified on Appendix 2.5 (Anlage 2.5) of the BIA. You have requested our opinion as to the fairness, from a financial point of view, of the Transaction with respect to the Shareholding. In connection with this opinion, we have: i. Reviewed the financial terms and conditions of the draft BIA together with those appendices made available to us; ii. iii. iv. Analyzed certain publicly available financial statements and historical business information relating to SIA and LH, respectively; Reviewed a copy (undated) of a certain report containing a discussion and analysis of a proposed transaction between SIA and LH, published by LH and referred to as the White Paper ; Reviewed various internal financial forecasts and other data prepared by, or prepared in cooperation with, the management of SIA, with respect to the businesses and prospects of SIA including estimated synergies and other anticipated strategic, financial and operational benefits of the Transaction; v. Held discussions with members of the senior management of SIA with respect to the businesses and prospects of SIA including the estimates of synergies and other anticipated strategic, financial and operational benefits of the Transaction; vi. vii. Compared the financial performance of SIA and LH with that of certain other publicly traded companies we believe to be generally comparable with SIA and LH, respectively, and their securities; and Conducted such other financial studies, analyses and investigations as we deemed appropriate. In preparing our opinion, we have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for and have not conducted any independent verification of such information. In addition, we have not conducted any independent valuation or appraisal (a) of the assets or liabilities (including any hedge, swaps, foreign exchange, derivative or off balance sheet assets and liabilities) 2
of SIA or LH or any of their respective subsidiaries or affiliates, or (b) concerning the solvency or fair value of any of the foregoing entities, and we have not been furnished with any such valuation or appraisal (other than certain summary aircraft valuation reports prepared by two lending banks for year end 2004). With respect to financial forecasts, including projected synergies and other anticipated strategic, financial and operational benefits of the Transaction, we have assumed in consultation with yourselves that they have been, in general, reasonably prepared on bases reflecting the best currently available estimates and judgments of management of SIA as to the future financial performance of SIA and the combined company, and we have assumed that such forecasts and projections will be realized in the amounts and at the times contemplated thereby. We assume no responsibility for and express no view as to any such forecasts and projections or the assumptions on which they are based. We have relied on financial information gathered from SIA management and from public sources; we have also relied upon the contents of the White Paper prepared by LH. Further, our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. We assume no responsibility for updating or revising our opinion based on circumstances or events occurring after the date hereof. In rendering our opinion, we have assumed that the Transaction will be consummated on the terms described in the draft BIA and that the Transaction will be consummated without any waiver of any material term or condition. We also have assumed that the executed BIA will conform in all material respects to the draft BIA. We do not express any opinion as to the price at which the Shares or shares of LH may trade subsequent to the announcement of the Transaction or as to the price at which shares of LH may trade subsequent to the consummation of the Transaction. NewSmith Financial Solutions Ltd. is acting as a financial advisor to you in connection with the Transaction and will receive a retainer fee for our services which is not dependent on the consummation of the Transaction. NewSmith Financial Solutions Ltd. and NewSmith Capital Partners LLP provide a full range of financial advisory and other services and, in the course of our business, may from time to time effect transactions and hold securities, including derivative securities, of SIA or LH for our own account and for 3
the accounts of clients and customers, and, accordingly, may hold a long or short position in such securities and may provide advisory and other services in the future. Our engagement and the opinion expressed herein are for your benefit only in connection with your consideration of the Transaction. Our opinion does not address the merits of the underlying decision by SIA to enter into the Transaction or the relative merits of the Transaction as compared to other business strategies that might be available to SIA. In that regard, we were not authorised to, and did not, solicit third party indications of interest in acquiring all or a part of SIA or engaging in a business combination or any other strategic or financial transaction with SIA. We express no opinion or recommendation as to how the shareholders of SIA should vote at any stockholders meeting to be held in connection with the Transaction. It is understood that this opinion may not be disclosed or otherwise referred to, without our prior written consent, except as may otherwise be required by law or by a court of competent jurisdiction. Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, the Transaction is fair from a financial point of view to the Swiss Federal Government with respect to the Shareholding. Very truly yours, NewSmith Financial Solutions Ltd. 4