Takeover nears Inevitability, Analysts Say; Midwest's Cookie Crumbling

AirTran says more than nearly 57% of Midwest Air Group's shares have been tendered

And, with a majority of Midwest Air shares pledged to AirTran, pressure is building on the board, wrote Craig Kennison of Robert W. Baird & Co. in an investors note.

That pressure will likely increase if three board candidates nominated by AirTran - John Albertine, Jeffrey Erickson and Charles Kalmbach - are elected by shareholders at Midwest Air's annual meeting on June 14. The AirTran slate would make up one-third of the board.

On Wednesday, Midwest Air sent a letter to shareholders urging support for three Midwest Air directors: John Bergstrom, James Boris and Frederick Stratton.

Leonard said Hoeksema and other Midwest Air executives should view the tender results "as a serious vote of no-confidence in Midwest's risky go-it-alone plan, and a clear message from Midwest's shareholders to meet formally with AirTran to discuss the terms of a merger agreement with the goal of combining the two airlines without waiting for the results of our proxy contest."

"We agree with Midwest that the shareholders should decide what they want for their company," Leonard's statement said. "Let the shareholders decide and since it has offered that choice, let Midwest respect and act on that choice."

However, AirTran's offer hasn't changed, so there's no reason for the board to reassess that bid, said Midwest Air's Skornicka.

The board has rejected AirTran's offer as being inadequate and failing to take into account the long-term value of Midwest Air. Skornicka also said the directors have information about Midwest Air's outlook that is not publicly available.

An example came later on Thursday, after trading closed, when Midwest announced an agreement with Northwest Airlines to sell space on each other's flights.

Octavian Advisors LP, which owns 6.6% of Midwest shares and is its largest shareholder, said the time had come for Midwest to talk with AirTran.

"We do not believe going through a proxy contest at the annual meeting - a contest that Midwest appears likely to lose - is the best way to combine these two great airlines," Richard Hurowitz, CEO of Octavian, said in a statement. "The time has come for this transaction."

Midwest Air management and directors seem "more interested in protecting their jobs and positions than representing the shareholders, who are the ones that actually own the company," Leeham's Hamilton said.

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