IAG is pledging to keep the Aer Lingus brand and head office in Ireland, boost connectivity and keep the Heathrow landing slots for seven years.
Shareholders will receive €2.55 for each share, if the takeover goes ahead.
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Transport Minister Paschal Donohoe says while the government has decided to sell its stake, it’s now up to the other shareholders.
“It will trigger a timetable of weeks, in side which other shareholders will have to decide what to do” he said.
“I felt that it was better that we deal directly with IAG before that period commences, in order to receive the guarantees that we need – that's what we did” he added.