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Spirit postpones Frontier merger vote as JetBlue tries to spoil deal

June 08, 2022
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3 min read
Spirit Airlines Airbus A320 LAX
Spirit postpones Frontier merger vote as JetBlue tries to spoil deal
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It will take a few more weeks before we know the fate of Spirit Airlines.

The airline's shareholders were supposed to vote Friday on whether to accept the airline's pending merger with Frontier Airlines. However, the vote has been postponed nearly three weeks, to June 30.

The move comes as JetBlue continues, unabated, to pursue Spirit, in what has become a hostile takeover bid that threatens to spoil the merger deal between Spirit and Frontier. Both JetBlue and Frontier have modified their proposals for Spirit in recent weeks, creating a bidding war of sorts. Both proposals would be very different types of transactions. Spirit's board and management have been fully behind the merger proposal with Frontier since it was announced in February.

On the other hand, JetBlue's hostile takeover bid is in the form of a tender offer. This means the airline approaches Spirit's shareholders and attempts to entice them to "tender over" — or sell — their shares at a significant premium over what they're trading on the market.

The voting meeting is postponed to allow for further discussions with stakeholders — the shareholders, Frontier and JetBlue — Spirit said Wednesday morning.

A vote in favor of the Frontier deal at the meeting would commit Spirit to the merger and effectively end any immediate uncertainty — a point Spirit's management acknowledged Wednesday.

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Related: JetBlue now trying hostile takeover in its bid to acquire Spirit Airlines

"I know this delay may be frustrating — I'm sure you were eager to hear the results of the shareholder vote and have a better idea of what lies ahead," Spirit CEO Ted Christie said in a note to employees. "Let me reassure you, as we go through this process, we remain focused on the well-being of our Spirit Family."

JetBlue said it was pleased about the delay.

"We welcome this development as a necessary first step toward genuine negotiations between the Spirit Board and JetBlue," JetBlue CEO Robin Hayes said in a statement. "Spirit shareholders are clearly urging the Spirit Board to engage with us constructively and provide us with the same information previously made available to Frontier so that we can reach a consensual transaction."

Regardless of what happens at the meeting, both Frontier's and JetBlue's proposals face an uncertain regulatory future; this is because the Department of Justice could potentially sue to block the deals on anti-trust grounds. Last week, Frontier added a $250 million reverse break-up fee to its proposal that would be payable to Spirit should the deal get blocked. On Monday, JetBlue upped its reverse break-up fee by $150 million, to $350 million.

For now, though, the deal remains suspended in uncertainty as deliberations on the next steps continue.

Editorial disclaimer: Opinions expressed here are the author’s alone, not those of any bank, credit card issuer, airline or hotel chain, and have not been reviewed, approved or otherwise endorsed by any of these entities.

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