HOUSTON, Aug. 4 /PRNewswire-FirstCall/ -- ExpressJet
Holdings, Inc. (NYSE: XJT), parent company of regional and charter
airline operator, ExpressJet Airlines, Inc., today announced that
it signed a definitive merger agreement with SkyWest, Inc. (Nasdaq:
SKYW) whereby SkyWest, Inc. will acquire all of the outstanding
common shares of ExpressJet for $6.75
per share in cash subject to the conditions of the definitive
merger agreement. SkyWest, Inc. advised that its intention is
that ExpressJet Airlines will be merged with its wholly-owned
subsidiary, Atlantic Southeast Airlines following the closing of
the transaction and receipt of all required regulatory
approvals.
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Regarding the acquisition, George
Bravante, Chairman of the ExpressJet Board, stated, "We
believe this transaction provides a significant premium over
ExpressJet's current market price for its stockholders and that the
combined airline will be able to provide a stable, platform for
growth for ExpressJet employees after this transaction closes."
It is anticipated that the combined airline will maintain
significant operational presence in each of the hubs ExpressJet
currently serves, including Continental's current hubs in
Houston, Newark/New York and Cleveland, as well as hubs in Chicago O'Hare
and Washington Dulles for United Airlines. In addition, it is
expected that the vast majority of front-line employee positions
will not be impacted by the acquisition.
The Boards of Directors of both companies unanimously approved
the definitive merger agreement. The transaction is not
subject to a financing condition, but is subject to approval by
ExpressJet stockholders and to receipt of certain regulatory
approvals and customary conditions. The transaction is
currently expected to close during fourth quarter 2010.
Corporate Headquarters
It is anticipated that the combined airline will maintain an
operational support structure in Houston,
Texas, while corporate headquarters will be located in
Atlanta, Georgia.
Customers
This transaction is not expected to result in material changes
to operating schedules, destinations served or aircraft deployment
of either airline. Customers of both carriers can continue to
expect to receive the superior high-quality service to which they
have become accustomed. It is anticipated that combined
airline will continue to serve Continental's current hubs in
Houston, Newark/New York and Cleveland as well as hubs in Chicago O'Hare
and Washington Dulles for United Airlines.
Investor and Media Call Information
ExpressJet will discuss the transaction as well as its second
quarter 2010 results on Wednesday, August
11, 2010 at 10:00 a.m. EDT
(9:00 a.m. CDT). A live webcast
of the call will be available at www.expressjet.com. To
access the conference call by phone, dial (866) 638-3022
approximately 10 minutes prior to the scheduled start time and ask
to join the ExpressJet call. International callers should
dial (630) 691-2765.
Advisors
Upon receipt of the offer, ExpressJet engaged Goldman Sachs
& Co., as its primary financial advisor, and Seabury Securities
LLC, an investment banking and consulting firm, as well as Abrams
& Bayliss LLP and Andrews Kurth LLP, as its legal advisors.
About ExpressJet
ExpressJet Holdings operates several divisions designed to
leverage the management experience, efficiencies and economies of
scale present in its subsidiaries, including ExpressJet Airlines,
Inc. and ExpressJet Services, LLC. ExpressJet Airlines serves
135 scheduled destinations in North
America and the Caribbean
with approximately 1,400 departures per day. Operations
include capacity purchase agreements for United and Continental as
well as providing clients customized 50-seat charter options; and
supplying third-party aviation and ground handling services.
For more information, visit www.expressjet.com.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The transaction will be submitted to the
stockholders of ExpressJet Holdings, Inc. ("XJT") for their
approval.
In connection with the transaction, XJT will file a proxy
statement with the Securities and Exchange Commission ("SEC").
A definitive proxy statement will also be mailed to
stockholders of XJT. XJT and SkyWest, Inc. ("SKYW") also plan
to file other documents with the SEC regarding the transaction.
INVESTORS AND SECURITY HOLDERS OF EXPRESSJET ARE URGED TO READ
THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XJT
AND THE TRANSACTION.
Investors and stockholders will be able to obtain free copies of
the proxy statement and other documents containing important
information about XJT and SKYW, once such documents are filed with
the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the
SEC by XJT will be available free of charge on XJT's website at
www.expressjet.com under the tab "Investors" or by contacting XJT's
Investor Relations Department at (832) 353-1409. Copies of
the documents filed with the SEC by SKYW will be available free of
charge on SKYW's website at www.skywest.com under the tab "Invest"
or by contacting SKYW's Investor Relations Department at (435)
634-3203. None of the information included on any web site
maintained by XJT, SKYW or any of their affiliates, or any other
Internet web site linked to any such web site, is incorporated by
reference in or otherwise made a part of this press release.
XJT, SKYW and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of XJT in connection
with the transaction. Information about the directors and
executive officers of XJT is set forth in its proxy statement for
its 2010 annual meeting of stockholders, which was filed with the
SEC on April 2, 2010.
Information about the directors and executive officers of
SKYW is set forth in its proxy statement for its 2010 annual
meeting of stockholders, which was filed with the SEC on
March 12, 2010. These documents can
be obtained free of charge from the sources indicated above.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, in the transaction
will be contained in the proxy statement and other relevant
materials to be filed with the SEC.
Forward Looking Statements
This communication contains "forward-looking statements" within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that are not limited to historical
facts, but reflect XJT's and SKYW's current beliefs, expectations
or intentions regarding future events. Words such as "may,"
"will," "could," "should," "expect," "plan," "project," "intend,"
"anticipate," "believe," "estimate," "predict," "potential,"
"pursue," "target," "continue," and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, XJT's and
SKYW's expectations with respect to the synergies, costs and other
anticipated financial impacts of the transaction; future financial
and operating results of the combined company; the combined
company's plans, objectives, expectations and intentions with
respect to future operations and services; approval of the
transaction by stockholders and by governmental regulatory
authorities; the satisfaction of the closing conditions to the
transaction; and the timing of the completion of the transaction.
No assurance can be given that the transaction will be
completed or that completion will not be delayed.
All forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements, many of which are
generally outside the control of XJT and SKYW and are difficult to
predict. Examples of such risks and uncertainties include, but are
not limited to, (1) the possibility that the transaction is delayed
or does not close, including due to the failure to receive required
stockholder or regulatory approvals, the taking of governmental
action (including the passage of legislation) to block the
transaction, or the failure of other closing conditions, and (2)
the possibility that the expected synergies will not be realized,
or will not be realized within the expected time period, because
of, among other things, the progress of the merger between
Continental Airlines, Inc. and United Air Lines, Inc., global
economic conditions, competitive actions taken by other airlines,
terrorist attacks, natural disasters, difficulties in integrating
the two airlines, the willingness of customers to travel by air,
actions taken or conditions imposed by the U.S. and foreign
governments or other regulatory matters, excessive taxation,
further industry consolidation and changes in airlines alliances,
the availability and cost of insurance and public health
threats.
XJT and SKYW caution that the foregoing list of factors is not
exclusive. Additional information concerning these and other
risk factors is contained in XJT's and SKYW's most recently filed
Annual Reports on Form 10-K, subsequent Quarterly Reports on Form
10-Q, recent Current Reports on Form 8-K, and other SEC filings.
All subsequent written and oral forward-looking statements
concerning XJT, SKYW, the transaction or other matters and
attributable to XJT, SKYW or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Neither XJT nor SKYW undertakes any obligation to
publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof.
SOURCE ExpressJet Holdings, Inc.
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