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Spirit postpones its Frontier merger vote for a third time as JetBlue waits in wings

July 07, 2022
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3 min read
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Spirit postpones its Frontier merger vote for a third time as JetBlue waits in wings
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Spirit's shareholder vote on its Frontier merger is facing a rolling delay.

The third delay on the meeting came late Thursday, hours before the vote was supposed to take place. The meeting, which had been postponed last week, and earlier in June, is now scheduled for next Friday.

Spirit said it was delaying the vote “to continue discussions with Frontier and JetBlue Airways,” the two airlines that are trying to engineer a merger with Spirit. The delay could signal improving odds for JetBlue’s bid, which would offer shareholders a substantially bigger payout.

Last week, when the meeting was postponed for a second time, The Wall Street Journal reported — citing people familiar with the matter — that it was looking difficult for the Frontier deal to be approved by Spirit's shareholders.

The merger with Frontier has had the unwavering support of Spirit's board since it was announced in February. JetBlue came to the table with its offer in March. While that bid is still viewed as a hostile takeover that would spoil the Frontier deal, Spirit said Thursday that its board was in talks with JetBlue's management, in addition to Frontier.

JetBlue is offering $33.50 per share in its takeover bid, which values the company at around $3.7 billion, significantly more money than Frontier's merger proposal.

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More: JetBlue vs. Frontier: Who will win the battle over Spirit and why does it matter?

JetBlue is "encouraged" by its discussions with Spirit, CEO Robin Hayes said.

"We are encouraged by our discussions with Spirit and are hopeful they now recognize that Spirit shareholders have indicated their clear, overwhelming preference for an agreement with JetBlue," Hayes said in a statement.

Should shareholders vote in favor of the Frontier merger on July 15, both companies would work together toward winning regulatory approval and closing the transaction, which they hope to do by the end of the year. There would be more uncertainty about the next steps should shareholders vote against the merger. That move would not be an explicit endorsement of JetBlue’s proposal — it would just be a vote against the Frontier merger.

Both proposals face regulatory uncertainty, with analysts believing that the Frontier merger would more likely be approved by the Department of Justice’s antitrust division than the JetBlue acquisition offer. JetBlue has offered to divest assets in the Northeast, where it currently cooperates in a strategic partnership with American Airlines. Both proposals come with reverse breakup fees payable to Spirit in the event regulators block the deal.

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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