[Update, June 28] Spirit Airlines in a Tuesday statement reaffirmed its commitment to a merger with Frontier Airlines. “The latest offer from JetBlue does nothing to address our Board’s serious concerns that a combination with them would not receive regulatory approval,” Spirit president and CEO Ted Christie said in the statement. “That unsolved issue, combined with the fact that their offer is still substantially below the potential $50 per share or more of value that we expect will result from a merger with Frontier, affirms our analysis that our merger agreement with Frontier provides more value and certainty to our stockholders.”
JetBlue Airways on Monday again upped its offer to acquire Spirit Airlines, days before Spirit shareholders are slated to vote on a competing offer to merge with Frontier Airlines. JetBlue’s latest offer, detailed in an open letter to Spirit shareholders, includes an increased break-up fee and a dividend.
The move comes days after Frontier increased its offer and Spirit’s board reiterated its support for a Frontier deal. Spirit shareholders are set to vote on the proposed Frontier merger during a June 30 special meeting.
JetBlue’s latest offer includes a $400 million break-up fee payable to Spirit should an agreed-upon transaction not materialize due to antitrust concerns from federal regulators. Spirit’s board has held that JetBlue’s Northeast Alliance with American Airlines, which triggered an antitrust suit from the U.S. Department of Justice, poses a significant regulatory obstacle to a potential JetBlue-Spirit deal.
JetBlue’s new proposal also includes a $2.50 per-share dividend and a “ticking-fee mechanism,” which would pay Spirit shareholders 10 cents per share each month beginning in January until the deal is consummated or terminated.
“The facts demonstrate that our offer to acquire Spirit remains decisively superior to the recently amended Frontier transaction,” JetBlue CEO Robin Hayes write in the open letter, which urged Spirit shareholders to vote against the Frontier deal Thursday.
Neither Spirit nor Frontier immediately commented on JetBlue’s revised offer on Monday.
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