Spirit to Consider JetBlue Merger Proposal

JetBlue announced that it welcomed the determination by Spirit Airlines that its offer could lead to a “Superior Proposal” under the terms of its current merger agreement with Frontier.

As part of the JetBlue offer, shareholders would acquire Spirit for $33 per share in cash, implying a fully diluted equity value of $3.6 billion. The proposal represents a premium of 52 percent to Spirit’s undisturbed share price on February 4 and a premium of 50 percent to the closing share price on April 4.

The offer is subject to negotiation and execution of a definitive merger agreement between JetBlue and Spirit and would be subject to the approval of Spirit’s Board of Directors.

Completing the transaction would be subject to customary closing conditions, including receiving required regulatory approvals and stockholders’ support, but would not be subject to any financing condition.

Spirit officials announced the airline intends to engage in discussions with JetBlue for the new proposal, in accordance with the terms of the company’s merger agreement with Frontier.

“We are pleased the Spirit Board recognizes the compelling value for all stakeholders that JetBlue has offered,” JetBlue chief executive officer Robin Hayes said. “We believe JetBlue is the best partner for Spirit, and we look forward to engaging with the Spirit Board to finalize our combination, to create a national low-fare challenger to the four large dominant U.S. carriers that will result in lower fares and better service for customers.”

“As a combined company, we expect we will be able to deliver superior value on a national scale to customers, crewmembers, communities, and shareholders,” Hayes continued.

Spirit remains bound by the terms of the merger agreement with Frontier, and the carrier’s Board has not determined that JetBlue’s proposal in fact constitutes a Superior Proposal as defined in the merger agreement with Frontier.

In addition, Spirit notes that there can be no assurance that the discussions with JetBlue will result in a transaction.