US airline JetBlue (JBLU) has urged shareholders of Spirit to vote against plans by Spirit and Frontier to merge and launched a hostile takeover offer for the ultra-low-cost carrier.
The new all-cash takeover offer for Spirit is at $30 per share, lower than the initial proposal of $33 it made on April 6, 2022.
Frontier and Spirit unveiled intentions to merge on February 7, 2022, setting out plans to create an “aggressive ultra-low-fare competitor” in the US aviation market.
Despite initially saying that the JetBlue (JBLU) offer may turn out to be a better proposal, Spirit rejected JetBlue’s (JBLU) approach on May 2, 2022 , saying there was too much risk the combination would not go through.
On May 16, 2022, JetBlue (JBLU) issued a letter to Spirit shareholders, setting out the benefits of its offer and saying it was confident it would obtain regulatory approval for a deal with Spirit.
“JetBlue (JBLU) offers more value – a significant premium in cash – more certainty, and more benefits for all stakeholders,” JetBlue (JBLU) chief executive Robin Hayes commented. “Frontier offers less value, more risk, no divestiture commitments, and no reverse break-up fee, despite more overlap on non-stop routes and their own regulatory challenges.”
JetBlue (JBLU) said it had made the hostile offer at a lower price per share because Spirit’s board refused to engage with its management but remained open to making an offer at the original price should Spirit want to negotiate.
“Based on the clear superiority of our offer, we expected the Spirit Board to engage constructively,” Hayes noted. “Given its unwillingness to share necessary information or negotiate in good faith, we adjusted our price accordingly, but will work towards a consensual transaction at $33 per share, subject to receiving the information to support it.”
In response, Spirit said its board of directors would “carefully review” the JetBlue (JBLU) takeover offer to decide the best course of action for shareholders and the company. Shareholders should not yet sell their shares to JetBlue (JBLU), Spirit said.
“Spirit stockholders are urged to take no action with respect to the JetBlue (JBLU) tender offer at this time pending the Board’s evaluation of the offer,” the company added. Spirit will provide a formal statement on the JetBlue (JBLU) hostile takeover bid within 10 business days.
The Spirit special meeting to approve the merger with Frontier will take place on June 10, 2022.
UPDATED at 0835 UTC on 17/05/2022 to add Spirit response