by Donald Wood
Last updated: 9:46 AM ET, Mon May 16, 2022
JetBlue announced it would file a "Vote No" proxy statement urging Spirit Airlines shareholders to vote against the $2.9 billion acquisition offer by Frontier Airlines.
Officials from Spirit previously rejected JetBlue's $3.6 billion offer twice, saying they don't believe the United States Department of Justice would approve the deal, as the government is already suing the carrier over its alliance with American Airlines in the Northeast.
Spirit shareholders are scheduled to vote June 10 on the bid by Frontier, but JetBlue officials are hoping the new campaign and an all-cash, fully financed offer will bring Spirit to the negotiating table.
As part of JetBlue's campaign to sway voters, the carrier called the favored Frontier deal "inferior, high risk and low value," and said its own proposal offers "more value - a significant premium in cash - more certainty and more benefits."
JetBlue's offer includes acquiring all of the outstanding shares of Spirit for $30 per share, without interest, but said it would negotiate in good faith a consensual transaction at $33 if Spirit provided "the same necessary diligence information that was shared with Frontier."
As part of an effort to get Spirit shareholders to reject the Frontier deal, JetBlue launched a website and issued a letter detailing the "benefits of its transaction, the certainty of closing, and the misleading statements made by Spirit."
JetBlue CEO Robin Hayes openly questioned Spirit's unwillingness to share data.
"Yet the Spirit Board failed to provide us the necessary diligence information it had provided Frontier and then summarily rejected our proposal, which addressed its regulatory concerns, without asking us even a single question about it," Hayes said. "The Spirit Board based its rejection on unsupportable claims that are easily refuted."
"Ask yourself a simple question: why won't the Spirit Board engage with us constructively," Hayes continued. "The interests of Bill Franke's Indigo Partners and the long-standing relationships between the two companies is the obvious answer."
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