Define irony: at a time when Qatar is suffering an economic and geographic blockade, and its sovereign wealth fund is reportedly preparing to start liquidating some of its domestic holdings, moments ago American Airlines announced it has received an unsolicited notice from Qatar Airways indicating an interest in acquiring a 10% stake in AAL, sending the carrier's shares surging 5.6% pre-market.
In a filing, AAL reported that Qatar Airways has also submitted a filing under the Hart- Scott-Rodino Act with respect to potential investment in AAL, and notes that AAL’s Certificate of Incorporation prohibits anyone from acquiring 4.75% or more of the company’s outstanding stock without advance approval from the board following a written request; the board has not received any such request
American notes that the Qatar offer does not alter AAL’s conviction on the need to enforce the Open Skies agreements with United Arab Emirates and Qatar and ensure fair competition with Gulf carriers, including Qatar Airways. And curiously, American adopted a political tone when it said it continues to believe the U.S. President and administration will "stand up to foreign governments to end massive carrier subsidies that threaten the U.S. aviation industry."
Full statement below:
American Airlines Group Inc. (American Airlines or the Company) recently received an unsolicited notice from Qatar Airways indicating Qatar Airways’ intention to make a significant investment in American Airlines. As a publicly traded company, American Airlines’ common stock is available for purchase on the Nasdaq Stock Market, and Qatar Airways has indicated that its purchase would be made on the open market.
Consistent with the notice, Qatar Airways has also submitted a filing under the Hart-Scott-Rodino Act (HSR Act) with respect to its potential investment in American Airlines common stock. A filing under the HSR Act is required for an acquisition by Qatar Airways of more than approximately $81 million of American Airlines common stock, and is subject to review by the Antitrust Division of the United States Department of Justice in accordance with the HSR Act. The notice advised that Qatar Airways intends to purchase at least $808 million and, in a conversation between the CEOs of the two companies initiated by the Qatar Airways CEO, Qatar Airways indicated that it has an interest in acquiring approximately a ten percent stake. American Airlines will respond in due course with the appropriate filings required under the HSR Act.
The Company’s Certificate of Incorporation prohibits anyone from acquiring 4.75% or more of the Company’s outstanding stock without advance approval from the Board following a written request in accordance with the procedures set forth therein. The Board has not received any such request. The Company also notes that there are foreign ownership laws that limit the total percentage of foreign voting interest to 24.9%.
The proposed investment by Qatar Airways was not solicited by American Airlines and would in no way change the Company’s Board composition, governance, management or strategic direction. It also does not alter American Airlines’ conviction on the need to enforce the Open Skies agreements with the United Arab Emirates and the nation of Qatar and ensure fair competition with Gulf carriers, including Qatar Airways.
American Airlines continues to believe that the President and his administration will stand up to foreign governments to end massive carrier subsidies that threaten the U.S. aviation industry and that threaten American jobs.
Despite American's harsh reaction, AAL stock likes the unsolicited offer and is up 5% on the news.