Spirit Airlines has postponed a special meeting during which its stockholders were to vote on a proposed merger agreement with fellow ultra-low-cost carrier (ULCC) Frontier. The meeting, originally scheduled for June 10, will now take place on June 30. Spirit says the extension will allow its board of directors to “continue discussions with Spirit stockholders, Frontier and JetBlue Airways,” which has made several competing offers for Spirit, the most recent of which came in in last Monday.
“Spirit stockholders do not need to take any action at this time,” the airline said in a statement. “Spirit remains bound by the terms of the merger agreement with Frontier, and Spirit’s Board has not determined that either JetBlue’s unsolicited tender offer or its updated proposal received on June 6 constitutes a Superior Proposal as defined in the merger agreement with Frontier and has made no change to its recommendation that Spirit stockholders adopt the merger agreement with Frontier.”
As previously reported by AVweb, JetBlue’s June 6 offer increased the reverse termination fee payable to Spirit if the transaction is blocked for antitrust reasons from $200 million to $350 million along with offering $31.50 per share to include $30 per share in cash at the closing of the transaction and a prepayment of $1.50 per share in cash of the reverse termination fee. Spirit has rejected JetBlue’s previous offers, citing concerns with the likelihood of obtaining antitrust clearance. JetBlue has stated that it believes its offer has a similar risk profile to the Frontier agreement and has actively urged Spirit shareholders to vote against the proposed merger.
