World Air Holdings Agrees to be Acquired by Global Aero Logistics Inc. Shareholders to Receive $12.50 per Share in Cash Transaction Valued at $315 Million PEACHTREE CITY, Ga., April 5 /PRNewswire-FirstCall/ -- World Air Holdings, Inc. (OTC: WLDA.PK - News) today announced that it has entered into an agreement to be acquired by Global Aero Logistics Inc. for $315 million in an all-cash transaction. MatlinPatterson Global Opportunities Partners II is the majority shareholder of Global Aero Logistics Inc., which owns ATA Airlines. As a result of the transaction, Global Aero Logistics will operate three independent airlines under one umbrella: World Airways, North American Airlines and ATA Airlines. Under the terms of the agreement, World Air Holdings shareholders will receive $12.50 in cash for each share of World Air Holdings common stock they own, representing a premium of 56 percent over the company's average closing price for the 30 trading days prior to World's announcement on Sept. 5, 2006 of the formation of a special committee of the board to explore strategic alternatives to enhance shareholder value. The special committee, with the assistance of its financial advisor, Friedman, Billings, Ramsey & Co. Inc. (which acquired the business of Legacy Partners Group LLC), explored a number of strategic alternatives, determined that a sale of the company is the option most likely to maximize value for shareholders, and recommended that the board approve the transaction with Global Aero Logistics. The Board of Directors of World Air Holdings approved the agreement and recommends that World Air Holdings shareholders vote in favor of the transaction. "We believe it is in the best interests of our shareholders to approve this transaction," said Ronald Fogleman, World Air Holdings chairman. "This is the most responsible alternative to enhance shareholder value and is in the best interests of our shareholders, our customers and our employees." The transaction is subject to the approval of World Air Holdings shareholders at a special meeting to vote on the transaction, and to obtaining required regulatory approvals and satisfying customary closing conditions. The transaction is expected to be finalized during the third quarter of 2007. World Air Holdings, Inc., based in Peachtree City, Ga., has three wholly owned subsidiaries: World Airways, Inc., North American Airlines, Inc., and World Risk Solutions, Ltd. For information, visit www.worldairholdings.com. [Edited 2007-04-05 23:33:46] [Edited 2007-04-05 23:35:58] *Edits for grammar. [Edited 2007-04-05 23:38:09] <<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> If you wish to unsubscribe from the AIRLINE List, please send an E-mail to: "listserv@xxxxxxxxxxxxxxxxx". Within the body of the text, only write the following:"SIGNOFF AIRLINE".