JetBlue comments on the Frontier-Spirit announcement

"All Wrapped Up in Blue"

JetBlue Airways has issued the following statement regarding the revised Frontier-Spirit merger agreement:

We continue to believe JetBlue’s proposal is decisively superior to the Frontier transaction, even considering its revised terms, and it continues to offer Spirit shareholders significantly more value, more cash, more certainty, and more regulatory protections.

JetBlue offers $33.50 per Spirit share in cash, a very significant 38%1 premium to the implied market value of the amended Frontier transaction. Also, importantly the incremental $2.00 per Spirit share offered by Frontier are effectively being paid by Spirit shareholders through their ownership in the combined company, therefore resulting in only approximately $1 of incremental economic value.

We will more thoroughly review and assess the revised terms of the Frontier-Spirit merger agreement, and we intend to continue our “vote no” campaign against the inferior Frontier transaction at the special meeting.

Since our initial proposal was made public on April 5, Spirit’s share price performance has reflected its shareholders’ overwhelmingly positive view of our offer, and their confidence in our ability to achieve regulatory clearance of the transaction, an outcome which remains supported by outside regulatory experts’ analysis.

The conflicted Spirit Board continues to rely on a series of mischaracterizations to justify an inferior deal – about the regulatory situation, that is at odds with the views of outside experts that our transaction can get done; about the Northeast Alliance, despite the overwhelming facts supporting its pro-competitive nature; and about the impact of the changing industry environment, including competition for pilots. Adding to these misrepresentations, the Spirit Board is now claiming they have served their shareholders by accepting a revised Frontier proposal, an act which does not change the fundamental superiority of our transaction, agreeing, among other things, in exchange for underwhelming financial concessions, to weaken Spirit shareholders’ governance in the combined company through less board representation.

Top Copyright Photo: JetBlue Airways Airbus A320-232 N636JB (msn 2755) (Spotlight) LAX (Michael B. Ing). Image: 957969.

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