"Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that it represents the best opportunity to maximize long-term shareholder value," said Mac Gardner, Chairman of Board of Directors for Spirit Airlines. Spirit Airlines. Spirit said its board of directors decided to proceed with a previous offer by Frontier Airlines of Denver, a deal it hopes to close during the second half of this year. Spirit Airlines, Inc. announced on May 19, 2022, that its Board of Directors (the "Board"), after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer from JetBlue Airways Corporation ("JetBlue") (NASDAQ: JBLU) to acquire all outstanding shares of Spirit's common . External site may not meet accessibility requirements. Their Fit Fleet is one of the youngest and most fuel-efficient in the U.S. Our conclusion is based on careful analysis of the competitive implications of a combination of JetBlue, which analysis has been informed by extensive discussions between our respective antitrust advisors and economic consultants over the past four weeks. MIRAMAR, Fla., May 16, 2022. Amikor a webhelyeinket s alkalmazsainkat hasznlja, a webhelyek s alkalmazsok szolgltatsa, a felhasznlk hitelestse, biztonsgi funkcik mkdtetse, a levlszemt s a visszalsek megelzse, valamint, a webhelyek s alkalmazsok hasznlatnak mrse, szemlyre szabott hirdetsek s tartalom megjelentse rdekldsi profilok alapjn, a szemlyre szabott hirdetsek s tartalom hatkonysgnak mrse, valamint, a termkeink s szolgltatsaink tovbbfejlesztse. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors. . In addition, investors and stockholders will be able to obtain free copies of the information statement and the proxy statement and other documents filed with the SEC by Frontier and Spirit on Frontier's Investor Relations website at https://ir.flyfrontier.com and on Spirit's Investor Relations website at https://ir.spirit.com. PR Newswire. The basis for the Board's decision is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed today with the U.S. Securities and Exchange Commission. Our Fit Fleet is one of the youngest and most fuel-efficient in the U.S. We serve destinations throughout the U.S., Latin America and the Caribbean and are dedicated to giving back and improving those communities. Important Additional Information Will be Filed with the SEC. After receiving the summary output of your economic model from your advisers, Spirit's economic consultants identified reasons to doubt that such an effect would significantly exceed any similar "ULCC effect.". Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. "Based on our own research and the advice of antitrust and economic experts, our view is that the proposed combination of JetBlue and Spirit lacks any realistic likelihood of obtaining regulatory approval, while our company faces a long and bleak limbo period as we await resolution. The transaction is subject to customary closing conditions, including completion of the ongoing regulatory review process and approval by Spirit stockholders. Move. In contrast, Spirit believes that merging with Frontier will enable the combined ULCC business to achieve scale, improve operational reliability, have increased relevance to consumers, and do an even better job of delivering ultra-low fares to more consumers and competing more effectively against the Big 4 carriers, as well as against JetBlue. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American, Spirit Airlines is California Dreamin', Announces New San Jos Service, Spirit Airlines Celebrates 20+ Years in Puerto Rico with 5 New, Nonstop Routes from San Juan. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. We believe a combination of JetBlue and Spirit has a low probability of receiving antitrust clearance so long as JetBlue's Northeast Alliance (NEA) with American Airlines remains in existence. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/ INFORMATION STATEMENT/ PROSPECTUS/ PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY FRONTIER OR SPIRIT WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FRONTIER, SPIRIT, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Participants in the SolicitationFrontier and Spirit, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the Merger Agreement. Spirit's Board believes JetBlue's proposal falls short of that standard. We make it possible for our Guests to venture further and discover more than ever before. 0. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Chairman of the Board. View original content to download multimedia:https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-urges-stockholders-to-reject-jetblue-tender-offer-301550872.html. MIRAMAR, Fla., May 19, 2022 /PRNewswire/ --Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE) today announced that its Board of Directors (the "Board"), after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer from JetBlue Airways Corporation ("JetBlue") (NASDAQ: JBLU) to acquire all outstanding shares of Spirit's common stock for $30 per share in cash (the "Offer") is NOT in the best interests of Spirit and its stockholders. Spirit Airlines, Inc. today announced that its board of directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer . Director. Chief Executive Officer Having received improved proposals from JetBlue ( JBLU) and Frontier, Spirit Airlines Board of Directors unanimously recommends stockholders vote in favor of the merger agreement with Frontier, according to the company's statement on June 24, 2022. She serves on several non-profit boards including the Tennessee State Collaborative on Reforming Education and the Board of Visitors of the Fuqua School of Business at Duke University. MIRAMAR, Fla., May 2, 2022 /PRNewswire/ --Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE:SAVE) today announced that its Board of Directors (the "Board"), in consultation with outside financial and legal advisors, has unanimously determined that the unsolicited proposal received from JetBlue Airways ("JetBlue") (NASDAQ: JBLU) does not constitute a 'Superior Proposal' as defined in Spirit's merger agreement with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., because it has determined that the proposed transaction is not reasonably capable of being consummated. Encouraging Spirit shareholders to drop Frontier's offer, JetBlue also offered a 'ticking fee', a mechanism that, according to the airline, would give Spirit shareholders a monthly prepayment of $0.10 per share between January 2023 and the closing of the deal."[A ticking fee mechanism] represents an estimated aggregate ticking fee of up to $1.80 per share, of which the first $1.15 per . $44,755. Ted Christie joined Spirit, the largest Ultra Low Cost Carrier in the United States, Latin America and the Caribbean, in April 2012 as our Senior V ice President and Chief Financial Officer. . https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-reiterates-support-for-merger-with-frontier-airlines-301537140.html. These forward-looking statements are based on Frontier's and Spirit's current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. We make it possible for our Guests to venture further and discover more than ever before. September 24, 2019 16:49 ET
Information regarding Frontier's directors and executive officers is contained in Frontier's definitive proxy statement, which was filed with the SEC on April 13, 2022. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors. Actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the transaction; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company's services; the growth, change and competitive landscape of the markets in which the combined company participates; expected seasonality trends; diversion of managements' attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks related to investor and rating agency perceptions of each of the parties and their respective business, operations, financial condition and the industry in which they operate; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; that Frontier's cash and cash equivalents balances, together with the availability under certain credit facilities made available to Frontier and certain of its subsidiaries under its existing credit agreements, will be sufficient to fund Frontier's operations including capital expenditures over the next 12 months; Frontier's expectation that based on the information presently known to management, the potential liability related to Frontier's current litigation will not have a material adverse effect on its financial condition, cash flows or results of operations; that the COVID-19 pandemic will continue to impact the businesses of the companies; ongoing and increase in costs related to IT network security; and other risks and uncertainties set forth from time to time under the sections captioned "Risk Factors" in Frontier's and Spirit's reports and other documents filed with the SEC from time to time, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company will continue to advance toward completing the transaction with Frontier, which is expected to close in the second half of 2022.
Actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the transaction; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company's services; the growth, change and competitive landscape of the markets in which the combined company participates; expected seasonality trends; diversion of managements' attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks related to investor and rating agency perceptions of each of the parties and their respective business, operations, financial condition and the industry in which they operate; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; that Frontier's cash and cash equivalents balances, together with the availability under certain credit facilities made available to Frontier and certain of its subsidiaries under its existing credit agreements, will be sufficient to fund Frontier's operations including capital expenditures over the next 12 months; Frontier's expectation that based on the information presently known to management, the potential liability related to Frontier's current litigation will not have a material adverse effect on its financial condition, cash flows or results of operations; that the COVID-19 pandemic will continue to impact the businesses of the companies; ongoing and increase in costs related to IT network security; and other risks and uncertainties set forth from time to time under the sections captioned "Risk Factors" in Frontier's and Spirit's reports and other documents filed with the SEC from time to time, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Sep 25, 2019. Spirit Airlines' independent Board is acting in the best interests of all Spirit stockholders and engaged constructively with JetBlue Seven of Spirit's eight Board members are.
As previously announced on February 7, 2022, Spirit entered into a merger agreement with Frontier, under which Spirit and Frontier would combine in a stock and cash transaction. Company profile for Spirit Airlines Inc. including key executives, insider trading, ownership, revenue and average growth rates. Spirit's Board of Directors also issued the following letter to JetBlue. During that period, Spirit has also discussed projections with your financial advisers and provided voluminous documentary due diligence material through a secure virtual data room. "Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that. As you know, a "Superior Proposal" under the Frontier agreement must, among other requirements, be "reasonably capable of being consummated." MIRAMAR, Fla., June 20, 2022--(BUSINESS WIRE)--Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE), today confirmed receipt of a revised proposal from JetBlue Airways ("JetBlue") (Nasdaq: JBLU) to acquire all of the outstanding shares of Spirit's common stock.. Chairman of the Board, Edward M. Christie, III Important Additional Information Will be Filed with the SECFrontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction, including a definitive Information Statement/Prospectus of Frontier and a definitive Proxy Statement of Spirit.