MONTREAL, April 26 /CNW Telbec/ - Groupe Aeroplan Inc. (TSX: AER), a leading international loyalty management corporation headquartered in Canada and Aerovias de México, S.A. de C.V. (AeroMexico), the leading domestic airline in Mexico, today announced that they have entered into an agreement pursuant to which Groupe Aeroplan will acquire a minority position in AeroMexico's frequent flyer program, Club Premier. The transaction, which is subject to the completion of due diligence, the negotiation of definitive documentation as well as customary closing conditions, is expected to close in the third quarter of 2010. Groupe Aeroplan will initially invest US$22 million in Club Premier, and will account for the investment under the cost method, with an additional US$12 million to be invested if certain performance milestones are achieved within 18 months of closing. Upon conclusion of the second tranche, Groupe Aeroplan will account for its investment under the equity method.

"As Groupe Aeroplan's first investment in an international frequent flyer program, this transaction represents a significant strategic milestone; it marks the export of our company's very successful Aeroplan Canada business model," said Rupert Duchesne, President and CEO, Groupe Aeroplan. "Mexico is a high growth market and one of the target countries of our global expansion strategy. This investment not only provides us with a stepping stone into the very important Latin American market, but it also reinforces our position as a global leader in loyalty management, allowing us to participate in the transformation of a frequent flyer program into a standalone, broad-based coalition loyalty program. We are looking forward to working with AeroMexico and Club Premier's talented management teams," added Duchesne.

AeroMexico is the domestic airline in Mexico with more than 600 daily flights to more than 60 destinations worldwide. AeroMexico is a privately held company, whose shareholders include Banamex, Mexico's largest bank. The airline has been selected as the "Best Airline in Mexico" by the readers of Business Traveller magazine for four consecutive years.

"We are thrilled to partner with Groupe Aeroplan in developing Club Premier into a broad based coalition program in Mexico," said Andrés Conesa, Chief Executive Officer of AeroMexico. "Club Premier is the leading frequent flyer program in Mexico with 2.5 million members and over 50 partners. As a member of Skyteam, a global airline alliance, Club Premier members have the opportunity to earn and redeem points on airlines such as Delta, the largest airline in the world, and Air France-KLM, the largest airline in Europe."

Groupe Aeroplan will have proportional representation on Club Premier's Board of Directors, as well as approval rights in relation to certain significant business matters. Groupe Aeroplan and AeroMexico will be involved in the continuous support of the business with a focus to build, grow and transform the Club Premier program and its capabilities into a world class coalition loyalty program.

"This investment, which will be financed with cash on hand, allows Groupe Aeroplan to participate in the very early stages of the creation of Club Premier, as a standalone program," said David Adams, Chief Financial Officer, Groupe Aeroplan. "The transaction provides significant opportunities for growth and we look forward to working with AeroMexico and Club Premier in pursuing strategies to maximize shareholder value. To that end, we may consider the potential merits of a future IPO of Club Premier, at an opportune time, if and when conditions are favourable."

In connection with this transaction, RBC Capital Markets acted as financial advisor to Groupe Aeroplan.

About Groupe Aeroplan Inc.
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Groupe Aeroplan Inc., a global leader in loyalty management, owns Aeroplan, Canada's premier coalition loyalty program, Carlson Marketing, an international loyalty marketing services, engagement and events provider headquartered in the U.S., as well as Nectar, the United Kingdom's leading coalition loyalty program. In the Gulf Region, Groupe Aeroplan holds a 60 per cent interest in the Air Miles Middle East programs in the United Arab Emirates, Qatar and Bahrain. Groupe Aeroplan also operates LMG Insight & Communication, a customer-driven insight and data analytics business offering international services to retailers and their suppliers, and it has a majority 75 per cent ownership position in Nectar Italia, the first independent loyalty coalition program uniting leading retailers in Italy.

For more information about Groupe Aeroplan, please visit www.groupeaeroplan.com.

About AeroMexico
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AeroMexico and its subsidiary, AeroMexico Connect, operate more than 600 daily flights through the airline's hub in the new Terminal 2 at Mexico City's International Airport to more than 40 destinations in Mexico, 16 in the United States and 10 other destinations worldwide including Tokyo, Shanghai, Paris, Buenos Aires and Costa Rica. AeroMexico Vacations provides customized vacation travel packages throughout the airline's service network. The airline also offers connecting service to other international destinations through its SkyTeam global airline alliance with 10 other carriers. AeroMexico has been recognized for its award-winning style of personalized in-flight service, one of the world's best on-time flight records, the highest safety and quality standards ratings, outstanding reliability and baggage handling performance, and exceptional value based on its competitive fares and superior service. Additional information is available at www.aeromexico.com or 1-800-237-6639.

About Club Premier
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Club Premier is a business unit of Grupo AeroMexico and is the first frequent flyer program established in Latin America. The company is designed to reward the preference and loyalty of its members through the accrual and redemption of Premier Kilometers. Members earn Premier Kilometers for flying with AeroMexico, AeroMexico Connect, SkyTeam airlines, LAN or Copa Airlines and for using American Express co-branded cards or a variety of services from other affiliated companies. Members primarily use their Premier Kilometers to obtain flights on AeroMexico and other affiliated airlines.

Caution Concerning Forward-Looking Statements
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Certain statements in this news release may contain forward-looking statements. Forward-looking statements are included in this news release. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the economy and the business of Groupe Aeroplan and its partners. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons, including the factors identified throughout Groupe Aeroplan's public disclosure record on file with the Canadian securities regulatory authorities. The forward-looking statements contained in this discussion represent Groupe Aeroplan's expectations as of April 26, 2010, and are subject to change after such date. However, Groupe Aeroplan disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.