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Spirit Airlines Shareholders Vote In Favour Of $3.8bn JetBlue Merger

By Dave Simpson

Shareholders of US carrier Spirit Airlines Inc on Wednesday 19 October voted in favour of JetBlue Airways Corp's $3.8 billion takeover offer, moving the companies closer to creating the nation's fifth-largest carrier.

Details

A majority of Spirit's shareholders supported the deal, though full results of the vote will be revealed later in a regulatory filing with the US Securities and Exchange Commission, the carrier said in a special shareholder meeting.

Spirit and JetBlue expect to conclude the regulatory process and close the deal no later than the first half of 2024.

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JetBlue and Spirit face an uphill struggle getting US regulators to approve their combination, after Spirit talked up the chances of the deal being blocked when it was resisting the bid earlier.

Frontier Group Holdings Inc and JetBlue were locked in an intense bidding war for Spirit, to create a combined airline that could compete with legacy US carriers at a time when the industry faces worker shortages and high jet fuel costs.

However, New York-based Spirit in July sided with JetBlue's revised offer, a day after terminating its $2.7 billion merger deal with Frontier.

Spirit's shares were up 0.7% in morning trade on Wednesday 19 October.

TIMELINE-JetBlue, Spirit Airlines Inch Closer To Forming Fifth-Largest US Carrier

The above news was followed by the following story:

Shareholders of US carrier Spirit Airlines Inc voted in favour of JetBlue Airways Corp's $3.8 billion takeover offer, but face an uphill struggle getting regulators to approve their combination.

Below are the key events of the takeover saga:

Date Development
Feb. 7 Frontier makes a cash-and-stock offer of $25.83/share for Spirit Airlines
Feb. 8 Lawyers from the U.S. Justice Department say Spirit and Frontier's merger to create the fifth-largest airline in the country would face close scrutiny
March 10 Several public advocacy groups call on U.S. regulators to block Frontier's bid for Spirit
April 5 JetBlue makes an unsolicited $3.6 billion, or $33/share, all-cash bid for Spirit
April 6 JetBlue mounts a vigorous defense of its unsolicited $3.6 billion bid for Spirit, adding that it is "highly confident" of securing regulatory approval
April 7 Spirit says that it would enter into discussions with JetBlue on its $3.6-billion offer as it could likely lead to a "superior proposal" to the one from Frontier
May 2 Spirit rejects JetBlue's $33/share offer, saying it had a low likelihood of winning regulatory approval
May 10 Head of Sun Country Airlines throws his backing behind potential merger in the ultra-low-cost airline sector
May 11 Spirit says it will hold a shareholder meeting on June 10 for a vote on its proposed merger with Frontier
May 16 JetBlue makes hostile all-cash takeover offer of $30/share and adds it was ready to "negotiate in good faith a consensual transaction at $33"
May 19 Spirit Airlines urges shareholders to reject the hostile offer from JetBlue, saying it was "a cynical attempt to disrupt" its merger with Frontier
May 31 Proxy advisory firm ISS urges Spirit shareholders to vote against a proposed merger with Frontier
June 2 Frontier agrees to pay a break-up fee of $250 million in a bid to salvage its $2.9 billion acquisition of Spirit Airlines
June 3 Shareholder advisory firm Glass Lewis recommends Spirit Airlines investors approve Frontier Group's $2.9 billion takeover bid, saying it was the "best available" at this time.
June 6 JetBlue sweetens its takeover bid for Spirit by offering $31.50 per share in cash, comprising $30 per share at deal close and the prepayment of $1.50 per share of the reverse break-up fee.
June 8 Spirit Airlines delays to June 30 a shareholder meeting to vote on its proposed merger with Frontier.
June 14 Spirit Airlines said it was in talks with JetBlue Airways and has granted JetBlue access to the due diligence information being shared with Frontier Group. Spirit said it was expecting to decide on the proposal by the end of this month.
June 20 JetBlue Airways said it had sweetened its takeover offer for Spirit Airlines to $33.50 per share.
June 24 Frontier bumps up the cash component of the deal by $2 per share to $4.13 per share, prompting Spirit Airlines to urge its shareholders back a deal with its ultra-low-cost rival at a meeting next week.
June 25 ISS urges Spirit shareholders to vote for a proposed merger with Frontier after the carrier sweetened its offer.
June 27 Frontier's Chief Executive Barry Biffle says the revised offer for Spirit will be enough to secure a merger deal with the ultra-low-cost carrier.
June 27 JetBlue ratcheted up its bidding war. Offers a "ticking fee", which would give Spirit shareholders a monthly prepayment of 10 cents per share between January 2023 and the closing of the deal, raising the overall deal value to $34.15 per share.
June 28 ISS says JetBlue's latest offer is "more favorable" but maintains its support for the Frontier deal.
June 28 Spirit rejects JetBlue's sweetened takeover offer and recommends that shareholders vote in favor of a merger with Frontier at a meeting on Thursday.
July 7 Spirit postponed a shareholder vote scheduled for July 8 on its $2.4 billion sale to Frontier so its board can continue discussions with both Frontier and JetBlue. Spirit said it now plans to hold a special meeting on July 15
July 11 Frontier has asked Spirit to delay the shareholder vote on its proposed offer until July 27, citing the need for more time to gather sufficient proxy support.
July 13 Spirit said it intends to delay the shareholder vote on its merger deal with Frontier Group to July 27 as Frontier seeks more time to drum up proxy support for its buyout bid.
July 15 ISS recommends shareholders of Spirit Airlines to vote against the proposed deal with Frontier.
July 27 Spirit Airlines said it would go ahead with a vote on its sale to Frontier, with its shareholders expected to shoot it down, according to people familiar with the matter.
July 28 JetBlue prevailed in a months' long bidding war for Spirit Airlines after the ultra-low-cost carrier accepted its $3.8 billion buyout deal.
Oct. 19 Shareholders of Spirit Airlines voted in favor of JetBlue's takeover offer, moving the companies closer to creating the nation's fifth-largest carrier.

News by Reuters, edited by Hospitality Ireland. Click subscribe to sign up for the Hospitality Ireland print edition.

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Enjoy full access to Hospitality Ireland, our weekly email news digest, all website and app content, and every digital issue.
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