Stockholders Advised Not to Take Action at
This Time
MIRAMAR,
Fla., May 16, 2022 /PRNewswire/ -- Spirit
Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE) today
confirmed that JetBlue Airways ("JetBlue") (NASDAQ: JBLU) has
commenced an unsolicited tender offer to acquire all outstanding
shares of Spirit's common stock for $30 per share in cash and a proxy solicitation
opposing Spirit's merger agreement with Frontier Group Holdings,
Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier
Airlines, Inc.
Consistent with its fiduciary duties and applicable law, and in
consultation with outside financial and legal advisors, the Spirit
Board of Directors (the "Board") will carefully review JetBlue's
tender offer to determine the course of action that it believes is
in the best interests of Spirit and its stockholders. Spirit
stockholders are urged to take no action with respect to the
JetBlue tender offer at this time pending the Board's evaluation of
the offer.
Spirit intends to advise its stockholders of the Board's formal
position regarding the JetBlue tender offer within ten business
days by making available to Spirit stockholders and filing with the
Securities and Exchange Commission (the "SEC") a
solicitation/recommendation statement on Schedule 14D-9. Applicable
securities laws prevent Spirit from making any further comments
with respect to JetBlue's tender offer or the terms thereof until
after the Schedule 14D-9 is filed with the SEC.
On May 2, 2022, Spirit announced
that its Board unanimously determined that the unsolicited
proposals received from JetBlue in March and April 2022 did not constitute a 'Superior
Proposal' as defined in Spirit's merger agreement with Frontier,
because it determined that the proposed transaction was not
reasonably capable of being consummated.
Barclays and Morgan Stanley & Co. LLC are serving as
financial advisors to Spirit, and Debevoise & Plimpton LLP and
Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as
legal advisors.
About Spirit Airlines
Spirit Airlines (NYSE: SAVE) is committed to delivering the best
value in the sky. We are the leader in providing customizable
travel options starting with an unbundled fare. This allows our
Guests to pay only for the options they choose — like bags, seat
assignments and refreshments — something we call Á La Smarte. We
make it possible for our Guests to venture further and discover
more than ever before. Our Fit Fleet® is one of the youngest and
most fuel-efficient in the U.S. We serve destinations throughout
the U.S., Latin America and the
Caribbean and are dedicated to
giving back and improving those communities. Come save with us at
spirit.com.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation
of any vote or approval in any jurisdiction, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, sale or solicitation would be unlawful, prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Important Additional Information
Will be Filed with the SEC
Frontier has filed with the Securities and Exchange Commission
("SEC") a Registration Statement on Form S-4 in connection with the
proposed transaction, including a definitive Information
Statement/Prospectus of Frontier and a definitive Proxy Statement
of Spirit. The Form S-4 was declared effective on May 11, 2022 and the prospectus/proxy statement
was first mailed to Spirit stockholders on May 11, 2022. Frontier and Spirit also plan
to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT/ INFORMATION STATEMENT/ PROSPECTUS/
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY
FRONTIER OR SPIRIT WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT FRONTIER, SPIRIT, THE PROPOSED TRANSACTIONS AND
RELATED MATTERS. Investors and stockholders are able to
obtain free copies of the Registration Statement and the definitive
Information Statement/Proxy Statement/Prospectus and other
documents filed with the SEC by Frontier and Spirit through the
website maintained by the SEC at www.sec.gov. In addition,
investors and stockholders will be able to obtain free copies of
the information statement and the proxy statement and other
documents filed with the SEC by Frontier and Spirit on Frontier's
Investor Relations website at https://ir.flyfrontier.com and on
Spirit's Investor Relations website at https://ir.spirit.com.
Participants in the
Solicitation
Frontier and Spirit, and certain of their respective directors
and executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the proposed transactions
contemplated by the Merger Agreement. Information regarding
Frontier's directors and executive officers is contained in
Frontier's definitive proxy statement, which was filed with the SEC
on April 13, 2022. Information
regarding Spirit's directors and executive officers is contained in
Spirit's definitive proxy statement, which was filed with the SEC
on March 30, 2022.
Cautionary Statement Regarding
Forward-Looking Information
Certain statements in this communication, including statements
concerning Frontier, Spirit, the proposed transactions and other
matters, should be considered forward-looking within the meaning of
the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on
Frontier's and Spirit's current expectations and beliefs with
respect to certain current and future events and anticipated
financial and operating performance. Such forward-looking
statements are and will be subject to many risks and uncertainties
relating to Frontier's and Spirit's operations and business
environment that may cause actual results to differ materially from
any future results expressed or implied in such forward looking
statements. Words such as "expects," "will," "plans," "intends,"
"anticipates," "indicates," "remains," "believes," "estimates,"
"forecast," "guidance," "outlook," "goals," "targets" and other
similar expressions are intended to identify forward-looking
statements. Additionally, forward-looking statements include
statements that do not relate solely to historical facts, such as
statements which identify uncertainties or trends, discuss the
possible future effects of current known trends or uncertainties,
or which indicate that the future effects of known trends or
uncertainties cannot be predicted, guaranteed, or assured. All
forward-looking statements in this communication are based upon
information available to Frontier and Spirit on the date of this
communication. Frontier and Spirit undertake no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, changed circumstances,
or otherwise, except as required by applicable law.
Actual results could differ materially from these
forward-looking statements due to numerous factors including,
without limitation, the following: the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the merger agreement;
failure to obtain applicable regulatory or Spirit stockholder
approval in a timely manner or otherwise; failure to satisfy other
closing conditions to the proposed transactions; failure of the
parties to consummate the transaction; risks that the new
businesses will not be integrated successfully or that the combined
companies will not realize estimated cost savings, value of certain
tax assets, synergies and growth, or that such benefits may take
longer to realize than expected; failure to realize anticipated
benefits of the combined operations; risks relating to
unanticipated costs of integration; demand for the combined
company's services; the growth, change and competitive landscape of
the markets in which the combined company participates; expected
seasonality trends; diversion of managements' attention from
ongoing business operations and opportunities; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction; risks related to investor and rating agency
perceptions of each of the parties and their respective business,
operations, financial condition and the industry in which they
operate; risks related to the potential impact of general economic,
political and market factors on the companies or the proposed
transaction; that Frontier's cash and cash equivalents balances,
together with the availability under certain credit facilities made
available to Frontier and certain of its subsidiaries under its
existing credit agreements, will be sufficient to fund Frontier's
operations including capital expenditures over the next 12 months;
Frontier's expectation that based on the information presently
known to management, the potential liability related to Frontier's
current litigation will not have a material adverse effect on its
financial condition, cash flows or results of operations; that the
COVID-19 pandemic will continue to impact the businesses of the
companies; ongoing and increase in costs related to IT network
security; and other risks and uncertainties set forth from time to
time under the sections captioned "Risk Factors" in Frontier's and
Spirit's reports and other documents filed with the SEC from time
to time, including their Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q.
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SOURCE Spirit Airlines, Inc.