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Global Aero Logistics To Acquire World Air Holdings, Inc. For $315 Million


Global Aero Logistics Inc. has 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.


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