JetBlue urges Spirit shareholders to “vote no” on Frontier transaction

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JetBlue announced Monday that it has filed a statement urging Spirit Airlines shareholders to vote against the transaction with Frontier Airlines at the upcoming special meeting, deeming it high risk and low value.

In addition, JetBlue has initiated a tender offer to acquire all of Spirit’s outstanding shares, without interest and less required withholding taxes. Given the complete unwillingness of Spirit’s Board of Directors to share the same necessary diligence information that was shared with Frontier, JetBlue is now offering to acquire Spirit for $30 per share in cash through a fully funded tender offer. This represents a 60% premium to Frontier’s transaction value as of May 13, 2022.

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JetBlue has launched a website and issued a letter to Spirit shareholders detailing the benefits of its transaction.

“JetBlue offers more value – a significant cash premium – more security and more benefits for all stakeholders. Frontier offers less value, more risk, no divestiture commitments, and no reverse breakup fee, despite greater overlap on nonstop routes and its own regulatory challenges” the airline said in a statement.

“However, the Spirit Board failed to provide us with the necessary diligence information that it had provided to Frontier and then summarily rejected our proposal, which addressed its regulatory concerns, without asking us a single question about it. The Spirit Board based its rejection on unsupportable assertions that are easily refuted.”

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“Ask yourselves a simple question: why won’t the Spirit Board engage with us constructively? The interests of Bill Franke’s Indigo Partners and the long-standing relationships between the two companies are the obvious answer.”

The letter goes on to note that JetBlue’s current proposal continues to offer more value and certainty for Spirit shareholders than Frontier’s, and stresses that the company is willing to engage on the basis of its original proposal, if Spirit’s Board acts in good faith.

“Based on the clear superiority of our offer, we would expect the Spirit Board to engage constructively. Given their unwillingness to share the necessary information or negotiate in good faith, we have adjusted our price accordingly, but will work toward a consensual transaction at $33 per share, provided we receive the information to support it,” added Jetblue.

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