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Old 07-03-2007, 06:17 AM
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recce hellcat
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Default ABX internal response to ASTAR.....

Chief Pilot Perspective:

As you have probably heard by now, ASTAR Air Cargo Holding announced as desire to acquire ABX Air, Inc. Immediately below is a copy of the letter Joe Hete sent to all employees discussing this recent unsolicited bid. Further below is a copy of the ASTAR press release announcing the bid. Now you know what I know. That said, the best thing we can all do now is to concentrate on the task at hand—safely moving cargo and providing quality customer service—stay focused.

That’s it for this WIGO

Work Smart, Work Hard, Have Fun, and Fly Safe!

Mike

---------------------- Joe's Letter to the Employees for your reference ------------------------

June 29, 2007


Dear ABX employees:

As you may have heard, our Board of Directors has received by letter a non-binding indication of interest from ASTAR Air Cargo Holdings, LLC to acquire ABX Air for $7.75 per share, payable in cash. No matter what you may have heard, we did not solicit this overture, and we have not put the company up for sale.

Nevertheless, we are a public corporation, which means that our Board members have a fiduciary duty? or the responsibility to exercise a high degree of care ?to evaluate the ASTAR letter on behalf of our shareholders. They are consulting with independent financial and legal advisors, and will respond in due course.

Unfortunately, until our Board members complete their work, we simply cannot speculate on the outcome, or respond to ASTAR’s statements about its intent. Unlike ASTAR, which is privately owned, we are subject to federal laws that limit what, when, and how we may communicate with you and others at times like this.

However, I assure you that we are committed to keeping you informed about any developments, as often and as quickly as we can. I can tell you that rumors about a link between this overture from ASTAR and the possibility of ABX Air forming a new holding company structure for ABX Air are unfounded.

Please be assured that as our Board members consider ASTAR’s letter, they are aware that events like this are unsettling for you and your families, and leave you with many questions about the future. You should know that ABX Air’s outlook is bright, and that we regard our employees as vital for our future. You have done a wonderful job of building a great company. I encourage you to remain focused on keeping our company safe and successful by continuing to deliver high quality service that maintains the respect and confidence of our customers, shareholders, and communities.

When we have something to announce, we will make sure it is posted on our bulletin boards and in other locations as appropriate. If you have specific questions that are not addressed by the press release, please feel free to talk with your supervisor who can forward them on to Employee Relations. Alternatively, you may contact John Starkovich at ext. 62096 or email him at m0n3, or write the [email protected].

Have A Quality Day!



Joseph C. Hete
President and Chief Executive Officer
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