JetBlue comments on Frontier-Spirit announcement
NEW YORK, June 03, 2022–(BUSINESS WIRE)–JetBlue (NASDAQ: JBLU) today issued the following statement regarding the amended Frontier-Spirit (NYSE: SAVE) merger agreement:
Spirit’s board conflicts continue to guide their every move. Today’s announcement demonstrates why, in the best interest of their shareholders, they should negotiate with us in good faith – which they have not done, again. Spirit’s Board only returned to Frontier under pressure, when it became increasingly clear that its shareholders would decisively reject Spirit Board’s flawed process and Frontier’s inferior transaction.
The addition of reverse termination fees in the face of probable defeat is simply an acknowledgment that the regulatory profiles and timelines of the two agreements are indeed similar. Spirit had previously admitted that its own unreasonably optimistic prior projections of receiving approval this year were in fact not accurate. Experts agree that both transactions will receive the same level of scrutiny.
JetBlue will review and assess the revised terms of the Amended Merger Agreement once it is made available. We believe we have made a significantly superior offer and remain prepared to negotiate a $33 consensual transaction in good faith, subject to due diligence. We urge Spirit shareholders to continue to let the Spirit Board know that they want an open and fair process, giving us a level playing field and full access to the same information available to Frontier. There is still time for the Spirit Board to do the right thing for its shareholders.
JetBlue is New York’s Hometown Airline® and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando and San Juan. JetBlue flies customers across the United States, the Caribbean, Latin America and London. For more information, visit jetblue.com.
The statements in this press release contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or of the Exchange Act. , which represent our management’s beliefs and assumptions regarding future events. These statements are intended to qualify for the “safe harbor” of liability established by the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “expects”, ” plans”, “anticipates”, “indicates”, “believes”, “plans”, “guidance”, “outlook”, “may”, “shall”, “should”, “seek”, “target” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in forward-looking statements due to many factors, including, without limitation, those listed in our filings with the United States Securities and Exchange Commission (“SEC”). , which we may not be aware of, the coronavirus pandemic, including new and existing variants, the outbreak of any other similar disease or public health threat that affects travel demand or behavior, the outcome of any discussions between JetBlue Airways Corporation (“JetBlue”) and Spirit Airlines, Inc. (“Spirit”) with respect to a potential transaction, including the possibility that the parties may not agree to pursue a transaction of business combination or the terms of such transaction are materially different from those described herein, the terms of completion of the potential transaction, including receipt acceptance of any required shareholder and regulatory approvals and, in particular, our expectations regarding the likelihood of receipt of antitrust approvals, JetBlue’s ability to fund the eventual transaction and the indebtedness that JetBlue expects to be contracted in connection with the potential transaction, the possibility that JetBlue may not be able to achieve the expected operational synergies and efficiencies on schedule or at all and successfully integrate operations with those of JetBlue, and the possibility that such integration may be more difficult, longer or more costly than anticipated or that operating costs and business disruptions (including, without limitation, disruption of relationships with employees, customers or suppliers) are greater than expected in the context of the potential transaction. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on such statements. Further information regarding these and other factors is contained in JetBlue’s filings with the SEC, including, but not limited to, JetBlue’s 2021 Annual Report on Form 10-K and its Quarterly Reports on 10-Q form. In light of these risks and uncertainties, the forward-looking events discussed in this press release may not occur. Our forward-looking statements included in this press release speak only as of the date the statements were written or recorded. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional important information and where to find it
This press release is provided for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell shares of Spirit common stock or any other securities. JetBlue and its wholly-owned subsidiary, Sundown Acquisition Corp., have initiated a tender offer for all of the outstanding common stock of Spirit and have filed a tender offer statement with the SEC as Schedule TO (including an Offer to Purchase, a Letter of Transmission and related documents), as they may be amended. These documents contain important information, including the terms and conditions of the tender offer, and Spirit shareholders are urged to read these documents carefully before making any decision regarding the tender offer.
Investors and security holders may obtain free copies of these statements and other documents filed in connection with the tender offer at the SEC’s website at https://www.sec .gov. In addition, copies of the Tender Offer Statement and related materials may be obtained free of charge by directing such inquiries to the Tender Offer Information Agent, Innisfree M&A Incorporated, at (877 ) 800-5190 (toll-free for shareholders) or (212) 750-5833 (collect for banks and brokers).
JetBlue filed a definitive proxy statement on Schedule 14A with the SEC (“Definitive Proxy Statement”) and accompanying BLUE proxy card on May 26, 2022, for use in soliciting proxies opposing the Combination proposed partnership between Spirit and Frontier Group Holdings, Inc. (“Frontier”) and the other proposals put to the vote of Spirit shareholders at the special meeting of Spirit shareholders to be held on June 10, 2022. This press release press is not a substitute for the definitive proxy statement or any other document that JetBlue, Spirit or Frontier may file with the SEC in connection with the proposed transaction.
SPIRIT SHAREHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ANY PROXY MATERIALS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by JetBlue on the SEC’s website at https://www.sec.gov or by contacting the Proxy Solicitation Information Agent, Innisfree M&A Incorporated, at (877) 800-5190 (toll-free for shareholders) or (212) 750-5833 (collect for banks and brokers).
Participants in the solicitation
JetBlue and its directors and officers may be considered participants in the solicitation of proxies from holders of common stock of Spirit. Additional information regarding the participants in the proxy solicitation is contained in the definitive proxy statement.
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JetBlue Corporate Communications