Spirit Airlines Rejects JetBlue Counter Offer Against Merger with Frontier

Low-cost airline is sticking with the merger agreement announced in February.

Spirit Airlines (NYSE:SAVE) has rejected a counter offer that JetBlue Airways (NASDAQ: JBLU) made last month to its planned merger with Frontier Airlines (NASDAQ: ULCC) because it believes “the proposed transaction is not reasonably capable of being consummated.”

Spirit said its board “continues to believe that the pending transaction with Frontier represents the best opportunity to maximize value and recommends that Spirit shareholders adopt the merger agreement with Frontier.”

In a statement, Mac Gardner, chairman of Spirit’s board of directors, said, “After a thorough review and extensive dialogue with JetBlue, the Board determined that the JetBlue proposal involves an unacceptable level of closing risk that would be assumed by Spirit stockholders. We believe that our pending merger with Frontier will start an exciting new chapter for Spirit and will deliver many benefits to Spirit shareholders, Team Members and Guests.”

On Feb. 7, Spirit entered into a merger agreement with Frontier, under which Spirit and Frontier would combine in a deal for stock and cash. JetBlue announced its all-cash counter offer of $33 per Spirit common share on April 6.

On Monday, JetBlue announced it had amended its offer with terms, including a $200 million reverse breakup fee that would pay about $1.80 per Spirit share “in the unlikely event the JetBlue transaction is not consummated for antitrust reasons.”

Spirit said it “will continue to advance toward completing the transaction with Frontier,” which is expected to close in the second half of 2022, pending regulatory review and approval by Spirit shareholders. Under the merger agreement, Spirit shareholders would receive 1.9126 shares of Frontier plus $2.13 in cash for each Spirit share.


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