Spirit Airlines Inc. on May 16 confirmed that JetBlue Airways has commenced an unsolicited tender offer to acquire all outstanding shares of Spirit's common stock for $30 per share in cash and a proxy solicitation opposing Spirit's merger agreement with Frontier Group Holdings Inc., parent company of Frontier Airlines Inc.
Consistent with its fiduciary duties and applicable law, and in consultation with outside financial and legal advisors, the Spirit Board of Directors will review JetBlue's tender offer to determine the course of action that it believes is in the best interests of Spirit and its stockholders. Spirit, in a news release, said stockholders are urged to take no action with respect to the JetBlue tender offer at this time pending the board's evaluation of the offer.
Spirit intends to advise its stockholders of the board's formal position regarding the JetBlue tender offer within 10 business days by making available to Spirit stockholders and filing with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9. Applicable securities laws prevent Spirit from making any further comments with respect to JetBlue's tender offer or the terms thereof until after the Schedule 14D-9 is filed with the SEC.
On May 2, 2022, Spirit announced that its board unanimously determined that the unsolicited proposals received from JetBlue in March and April 2022 did not constitute a "Superior Proposal," as defined in Spirit's merger agreement with Frontier, because it determined that the proposed transaction was not reasonably capable of being consummated.
Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors.
