Azul SA has executed with Abra (Azul and Abra being referred to as “Parties”), the controlling holding company of Gol Linhas Aéreas Inteligentes SA (“Gol”), a non-binding Memorandum of Understanding (“MoU”) aligning terms and conditions for a potential business combination of Azul and Gol, according to a structure to be defined between the Parties (“Transaction”).

The MoU documents the Parties’ understandings about the governance of the combined entity and reinforces their interest in continuing negotiations on a proposed share exchange ratio and other conditions of the Transaction. If it is implemented, both will keep their operating certificates segregated under a single listed entity, while other areas are expected to be combined to enable more offerings and products to customers and to obtain efficiency gains. The enhanced customer offerings and efficiency provided by this Transaction will further allow the combined entity to continue growing and developing aviation in Brazil, through a network that serves the highest number of destinations in the country, supported by a flexible fleet and with a focus on service. 

The closing of the transaction is subject to Abra and Azul agreeing on economic terms of the transaction, the satisfactory completion of due diligence, entering into definitive agreements, obtaining corporate and regulatory approvals (including from the Brazilian antitrust authorities), satisfaction of customary closing conditions the consummation of Gol’s Chapter 11 plan of reorganization and receipt by Abra of consideration thereunder.