Proposed Frontier-Spirit merger is currently at risk for failure: Travel Weekly

Frontier Airlines CEO Barry Biffle acknowledged that Frontier’s offer for Spirit Airlines is well short of winning the support of Spirit investors.  

“We still remain very far from obtaining approval from Spirit stockholders based on the proxy data we received as of July 8,” Biffle wrote in letter on Sunday to Spirit CEO Ted Christie and Spirit general counsel Thomas Canfield.

He asked Christie and Canfield to further delay the conclusion of the ongoing proxy vote on the proposed Frontier-Spirit merger until July 27. 

The special meeting to tally all the votes has already been delayed three times amid a concerted effort from JetBlue to defeat the proxy. The meeting is currently scheduled for July 13. 

JetBlue and Frontier have been locked in a bidding war for Spirit this spring and summer. 

In Biffle’s letter, which Frontier made public in a Monday regulatory filing, the Frontier CEO stated that carrier does not intend to increase its current offer. Frontier last amended its purchase agreement with Spirit on June 24, upping the offer to $4.13 per share plus 1.9126 Frontier shares for each Spirit share. Previously, Frontier’s cash payment had been set at $2.13 per share. 

The Frontier deal would be worth $20.24 per share to Spirit investors as of the market’s open on Monday. 
Also on June 24, Frontier increased the break-up fee it would pay Spirit from $250 million to $350 million should antitrust regulators at the Justice Department block the merger agreement. 

JetBlue is offering to pay $33.50 in cash per Spirit share and has proposed a $400 million break-up fee if the merger were to be blocked. 

Spirit’s board has backed Frontier’s offer throughout the carrier’s bidding war with JetBlue and has consistently argued that a Frontier-Spirit merger of two ultralow-cost carriers has a much better chance of being approved by regulators than a merger of Spirit with JetBlue.

JetBlue is already fighting a DOJ lawsuit that seeks to break up the JetBlue-American Airlines Northeast Alliance in Boston and New York. 

In his letter, Biffle again made his case for why the Frontier deal would be best for Spirit shareholders, arguing that while JetBlue’s all-cash offer is capped at $33.50 per share, Frontier’s offer includes stock shares that would enable Spirit investors to benefit in the airline industry’s recovery. The transaction could ultimately provide more than $50 of value per share to Spirit investors, he said. 

Biffle also leaned on the Spirit board to once again clarify to shareholders whether it continues to support a yes vote on the proposed Frontier agreement in the aftermath of JetBlue upping its offer on June 27. Biffle made that request even though Spirit put out a statement to that effect on June 28. 

“Should the Spirit board of directors conclude that it would instead desire to pursue an alternative transaction with JetBlue, we would appreciate being advised of that determination,” Biffle wrote.

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