e425
Filed by Genesis Lease Limited
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Genesis Lease Limited
Exchange Act Commission File No: 1-33200
The following press release, dated September 18, 2009, entitled AerCap and Genesis Lease to
Merge in an All Share Transaction, was issued in connection with the Agreement and Plan of
Amalgamation, dated as of September 17, 2009, among AerCap Holdings N.V. (AerCap), Genesis Lease
Limited (Genesis) and AerCap International Bermuda Limited (the Amalgamation Agreement).
The Amalgamation Agreement, under which Genesis will amalgamate with a wholly-owned subsidiary
of AerCap, was filed by Genesis under cover of Form 6-K today and is incorporated by reference into
this filing.
PRESS RELEASE
FOR IMMEDIATE RELEASE
AerCap and Genesis Lease to Merge in an All Share Transaction
Genesis modern aircraft portfolio and strong generation of free cash flow combined with AerCaps
strong contracted growth with a substantial order book of the most fuel-efficient, state-of-the-art
aircraft will create the worlds leading independent aircraft leasing company with total assets of
approximately $8 billion
Amsterdam, Netherlands/Shannon, Ireland; September 18, 2009 AerCap Holdings N.V. (AerCap)
(NYSE: AER) and Genesis Lease Limited (Genesis) (NYSE: GLS) today announced that their Boards of
Directors have approved a definitive agreement under which AerCap and Genesis will merge in an all
share-for-share transaction. Under the terms of the amalgamation agreement, Genesis shareholders
will receive one AerCap ordinary share for every Genesis common share they own.
Genesis will become a wholly-owned subsidiary of AerCap. AerCaps CEO Klaus Heinemann and CFO
Keith Helming will lead the combined company, which will retain the name AerCap. Three directors
from Genesis will be nominated for election to the Board of Directors of
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AerCap at an extraordinary general meeting of AerCap shareholders to be called and held shortly
after the consummation of the transaction.
Based on Genesis balance sheet, the transaction has a value of $1.75 billion and, based on the
closing stock price for AerCap Holdings N.V. ordinary shares on Thursday, September 17, 2009, the
share-for-share consideration has a value of $8.81 per Genesis ADS (each ADS representing one
Genesis common share). The one-for-one exchange ratio represents an average premium to Genesis
shareholders of 45% based on the daily closing prices of Genesis ADS and AerCap ordinary shares
during the 30 day trading period from July 31, 2009 to September 11, 2009. Upon closing of the
transaction, Genesis shareholders are expected to own approximately 29% of the combined company.
The transaction is subject to approval by Genesis shareholders, satisfaction of customary closing
conditions and receipt of any necessary regulatory approvals. The transaction is expected to close
in the fourth quarter of 2009.
AerCaps CEO Klaus Heinemann commented, The merger of Genesis and AerCap enhances the cash
generation of the combined company in the current environment to pursue our growth objectives and
capitalize on opportunities as the market recovers. Like AerCap, Genesis boasts the most modern,
fuel-efficient and in-high-demand jets that are fully financed and on lease to a diverse operator
base, including many new customers not currently in the AerCap portfolio. The similarity of our
respective aircraft portfolios, combined with AerCaps substantial order book, make this an
attractive transaction for all stakeholders.
Following this transaction, AerCap will become the leading independent franchise within the global
aircraft leasing sector, with 116 airline customers in 50 countries and a lease portfolio currently
valued at $6 billion, with another 83 aircraft on order or under purchase contract.
John McMahon, Chairman & CEO of Genesis added, Genesis board and management are committed to
enhancing shareholder value. This transaction, through the solid profitability and strong cash
flows of Genesis, combined with AerCaps scale and order book, which is nearly all placed, provides
our shareholders with a significant and immediate premium to recent stock trading levels and
positions them to participate in enhanced earnings and business growth in the future.
As part of the agreement, GE Capital Aviation Services (GECAS), which has acted as servicer for
Genesis portfolio, will continue to provide most asset management services for the Genesis fleet
in the near term. GECAS has, however, agreed with AerCap a means to terminate early the GECAS
services at AerCaps option. Additionally, AerCap has signed a letter of intent to purchase 13
aircraft from GECAS. The purchase of two aircraft is expected to occur by the end of September 2009
and the purchase of the remaining aircraft is expected to take place after and is subject to the
closing of the transaction announced today.
The combined company will have a total fleet of 358 commercial aircraft and 83 engines that are
either owned, on order, under contract or letter of intent, or managed. The average age of its
owned aircraft fleet is 6.6 years.
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Advisors
Morgan Stanley and UBS acted as financial advisors and Milbank, Tweed, Hadley & McCloy LLP,
NautaDutilh N.V., and Mello, Jones & Martin as legal advisors to AerCap. Shared Value and Weber
Shandwick acted as communications advisors to AerCap. Citi acted as financial advisor and Weil,
Gotshal & Manges LLP, Conyers Dill & Pearman and Houthoff Buruma N.V. as legal advisors to Genesis.
KCSA Strategic Communications acted as communications advisor to Genesis.
Conference Call
In connection with this announcement, AerCap and Genesis will host a conference call today, Friday,
September 18, 2009 at 2:30 pm Central European Time / 1:30 pm Irish Time / 8:30 am Eastern Time.
The call can be accessed live by dialing 888-935-4575 (US/Canada toll free) or +1-718-354-1387
(International) and referencing code 4656488 at least 5 minutes before start time, or by visiting
AerCaps website at http://www.aercap.com or Genesis
website at http://www.genesislease.com under Investor Relations.
The presentation slides for the conference call will be posted on AerCaps and Genesis website in
advance of the call. A replay of the call will be available beginning at 12:00 pm Eastern Time on
September 18, 2009 and continuing through October 18, 2009. To access the recording, call
866-932-5017 (US/Canada toll free) or +1-347-366-9565 (International) and enter passcode
4656488. The replay will be archived in the Investor Relations section of AerCaps and Genesis
website.
About AerCap
AerCap is an integrated global aviation company with a leading market position in aircraft and
engine leasing, trading and parts sales. AerCap also provides aircraft management services and
performs aircraft maintenance, repair and overhaul services and aircraft disassemblies. AerCap is
headquartered in The Netherlands and has offices in Ireland, the United States, Singapore, China
and the United Kingdom.
About Genesis
Genesis is a global commercial aircraft leasing company that is headquartered in Shannon, Ireland.
Genesis acquires and leases modern, operationally efficient passenger and cargo jet aircraft to a
diverse group of airlines throughout the world.
Forward Looking Statements
This press release may contain certain statements, estimates and forecasts with respect to future
performance and events. These statements, estimates and forecasts are intended to be covered by the
safe harbor for forward-looking statements provided by the U.S. Private Securities Litigation
Reform Act of 1995. In some cases, such forward-looking statements can be identified by the use of
forward-looking terminology such as may, might, will, should, expect, plan, intend,
estimate, anticipate, believe, predict, potential or continue or the negatives thereof
or variations thereon or similar terminology. All forward-looking statements included in this press
release are not statements of historical fact but are based on various underlying assumptions and
expectations and are subject to known and unknown risks, uncertainties and assumptions, and may
include projections of our future financial performance based on our growth strategies and
anticipated trends in our business. These statements are only predictions based on our current
expectations and projections about future events. There are important factors that could cause our
actual results, level of activity performance or achievements to differ materially from the
results,
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level of activity, performance or achievements expressed or implied in any forward-looking
statements. As a result, there can be no assurance that any forward-looking statements included in
this press release will prove to be accurate or correct. In light of these risks, uncertainties and
assumptions, the future performance or events described in any forward-looking statements in this
press release might not occur. Among the factors that could cause actual results to differ
materially from those described in any forward looking statements are factors relating to
satisfaction of the conditions in the amalgamation agreement between AerCap and Genesis, AerCaps
ability to successfully combine the businesses of AerCap and Genesis and to realize expected
synergies from the combination, and changes in global, political, economic, business, competitive,
market and regulatory forces, as well as those factors described under the headings Risk Factors
in AerCaps and Genesis respective annual reports on Form 20-F for the year ended December 31,
2008, as filed with the US Securities and Exchange Commission (the SEC). Copies of such annual
reports on Form 20-F are available online at http://www.sec.gov or on request from the applicable
company. Except for any obligation to disclose material information under federal securities laws,
AerCap and Genesis do not undertake any obligation to, and will not, update any forward-looking
statements, whether as a result of new information, future events or otherwise. Accordingly, you
should not rely upon forward-looking statements as a prediction of actual results and AerCap and
Genesis do not assume any responsibility for the accuracy or completeness of any of these
forward-looking statements.
Additional Information About This Transaction
In connection with the proposed transaction, AerCap will file with the SEC a Registration Statement
on Form F-4 that will include a proxy statement of Genesis and a prospectus of AerCap. Genesis will
mail the proxy statement/prospectus to its stockholders. Genesis investors are urged to read the
proxy statement/prospectus (including all amendments and supplements to it) regarding the proposed
transaction 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 SECs
website (www.sec.gov). These documents may also be obtained free of charge from AerCaps website
(http://www.aercap.com) under the heading Investor Relations and then under the heading SEC
Filings or by directing a request to AerCaps Investor Relations at +31 20 655 9658. Copies of
Genesis filings may be obtained free of charge from Genesis website
(http://www.genesislease.com) under the heading Investor Relations and then under the
heading SEC Filings or by directing a request to Genesis Investor Relations at +1-212-896-1249.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption
therefrom.
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Contact Information
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Contacts for AerCap
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Contacts for Genesis |
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For Investors:
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For Investors and Media: |
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Peter Wortel
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Jeffrey Goldberger |
Investor Relations
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KCSA Worldwide |
+31 20 655 9658
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+1.212.896.1249 |
pwortel@aercap.com
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jgoldberger@kcsa.com |
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For Media: |
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Frauke Oberdieck
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Marybeth Csaby |
Corporate Communications
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KCSA Worldwide |
+31 20 655 9616
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+1.212.896.1236 |
foberdieck@aercap.com
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mcsaby@kcsa.com |
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