UPDATE Oct 20 – 95 Percent of Spirit Airlines stockholders present or represented has voted in favor of the proposed merger agreement with JetBlue. That’s the outcome of the special meeting on October 19, at which 67 percent of Spirit common stock was present or represented. has voted in favor of the transaction. Already early on Wednesday, over fifty percent had voted for the merger. Spirit-JetBlue deal gets the nod from stockholders.
The voting comes after months of the battle for Spirit between Frontier Airlines and JetBlue. Spirit and Frontier announced their merger agreement in February, which seemed a foregone conclusion at the time as stockholders strongly supported the plan. But things started to shift when JetBlue offered a rival bid and continuously kept upping it. For some time, the Spirit management tried to fight off JetBlue’s offer, which was perceived as hostile and inadequate. But a growing number of Spirit stockholders preferred JetBlue’s bid, especially after it was amended for the last time in June. A special meeting to vote on the Spirit-Frontier agreement was adjourned numerous times.
When Frontier terminated the original agreement in July, this opened the way for the Spirit-Jetblue combination to succeed. JetBlue will acquire Spirit for an aggregate fully diluted value of $3.8 billion/adjusted enterprise value of $7.6 billion or $33.50 per share, including a prepayment of $2.50 per share in cash once Spirit’s stockholders have approved the agreement.
“This is an important step forward on our path to closing a combination that will create the most compelling national low-fare challenger to the dominant US carriers”, Spirit CEO Ted Christie says in a media statement. “We look forward to continuing our ongoing discussions with regulators as we work toward completing the transaction and delivering value to Team Members, Guests and stockholders.”
The Spirit-JetBlue combination still has a number of hurdles to clear before the transaction is expected to close in the first half of 2024. The prime focus will be on the effect the combination will have on competition in the Northeast, where JetBlue and American Airlines hope to get approval for their Northeast Alliance. In the past months, Spirit said on numerous occasions that approval from the Department of Justice seemed unlikely.
JetBlue CEO Robin Hayes told AirInsight in June that the agreement with Spirit “is really allowing to grow us outside the Northeast. We have offered unprecedented divestitures in the Northeast, so the post-JetBlue-Spirit deal means we will be no bigger than before.” The Spirit acquisition will allow JetBlue to turbocharge its growth, making it the fifth largest airline in the US that will introduce lower fares in various markets.
Just last week, Spirit reported that it expects lawsuits from stockholders who oppose the transaction with JetBlue. It said that one stockholder alleged that Spirit’s proxy statement was “materially incomplete and misleading”, seeking “injunctive relief preventing the consummation of the Merger, damages and other relief.”
