(Reuters) – Shareholders of U.S. carrier Spirit Airlines Inc voted in favor of JetBlue Airways Corp’s $3.8 billion takeover offer, but face an uphill struggle getting regulators to approve their combination.
Below are the key events of the takeover saga:
Date Development
Feb. 7 Frontier makes a cash-and-stock offer of $25.83/share for Spirit
Airlines
Feb. 8 Lawyers from the U.S. Justice Department say Spirit and Frontier’s
merger to create the fifth-largest airline in the country would
face close scrutiny
March 10 Several public advocacy groups call on U.S. regulators to block
Frontier’s bid for Spirit
April 5 JetBlue makes an unsolicited $3.6 billion, or $33/share, all-cash
bid for Spirit
April 6 JetBlue mounts a vigorous defense of its unsolicited $3.6 billion
bid for Spirit, adding that it is “highly confident” of securing
regulatory approval
April 7 Spirit says that it would enter into discussions with JetBlue on
its $3.6-billion offer as it could likely lead to a “superior
proposal” to the one from Frontier
May 2 Spirit rejects JetBlue’s $33/share offer, saying it had a low
likelihood of winning regulatory approval
May 10 Head of Sun Country Airlines throws his backing behind potential
merger in the ultra-low-cost airline sector
May 11 Spirit says it will hold a shareholder meeting on June 10 for a
vote on its proposed merger with Frontier
May 16 JetBlue makes hostile all-cash takeover offer of $30/share and adds
it was ready to “negotiate in good faith a consensual transaction
at $33″
May 19 Spirit Airlines urges shareholders to reject the hostile offer from
JetBlue, saying it was “a cynical attempt to disrupt” its merger
with Frontier
May 31 Proxy advisory firm ISS urges Spirit shareholders to vote against a
proposed merger with Frontier
June 2 Frontier agrees to pay a break-up fee of $250 million in a bid to
salvage its $2.9 billion acquisition of Spirit Airlines
June 3 Shareholder advisory firm Glass Lewis recommends Spirit Airlines
investors approve Frontier Group’s $2.9 billion takeover bid,
saying it was the “best available” at this time.
June 6 JetBlue sweetens its takeover bid for Spirit by offering $31.50 per
share in cash, comprising $30 per share at deal close and the
prepayment of $1.50 per share of the reverse break-up fee.
June 8 Spirit Airlines delays to June 30 a shareholder meeting to vote on
its proposed merger with Frontier.
June 14 Spirit Airlines said it was in talks with JetBlue Airways and has
granted JetBlue access to the due diligence information being
shared with Frontier Group. Spirit said it was expecting to decide
on the proposal by the end of this month.
June 20 JetBlue Airways said it had sweetened its takeover offer for Spirit
Airlines to $33.50 per share.
June 24 Frontier bumps up the cash component of the deal by $2 per share to
$4.13 per share, prompting Spirit Airlines to urge its shareholders
back a deal with its ultra-low-cost rival at a meeting next week.
June 25 ISS urges Spirit shareholders to vote for a proposed merger with
Frontier after the carrier sweetened its offer.
June 27 Frontier’s Chief Executive Barry Biffle says the revised offer for
Spirit will be enough to secure a merger deal with the
ultra-low-cost carrier.
June 27 JetBlue ratcheted up its bidding war. Offers a “ticking fee”, which
would give Spirit shareholders a monthly prepayment of 10 cents per
share between January 2023 and the closing of the deal, raising the
overall deal value to $34.15 per share.
June 28 ISS says JetBlue’s latest offer is “more favorable” but maintains
its support for the Frontier deal.
June 28 Spirit rejects JetBlue’s sweetened takeover offer and recommends
that shareholders vote in favor of a merger with Frontier at a
meeting on Thursday.
July 7 Spirit postponed a shareholder vote scheduled for July 8 on its
$2.4 billion sale to Frontier so its board can continue discussions
with both Frontier and JetBlue. Spirit said it now plans to hold a
special meeting on July 15.
July 11 Frontier has asked Spirit to delay the shareholder vote on its
proposed offer until July 27, citing the need for more time to
gather sufficient proxy support.
July 13 Spirit said it intends to delay the shareholder vote on its merger
deal with Frontier Group to July 27 as Frontier seeks more time to
drum up proxy support for its buyout bid.
July 15 ISS recommends shareholders of Spirit Airlines to vote against the
proposed deal with Frontier.
July 27 Spirit Airlines said it would go ahead with a vote on its sale to
Frontier, with its shareholders expected to shoot it down,
according to people familiar with the matter.
July 28 JetBlue prevailed in a months’ long bidding war for Spirit Airlines
after the ultra-low-cost carrier accepted its $3.8 billion buyout
deal.
Oct. 19 Shareholders of Spirit Airlines voted in favor of JetBlue’s
takeover offer, moving the companies closer to creating the
nation’s fifth-largest carrier.
(Reporting by Nathan Gomes and Kannaki Deka in Bengaluru; Editing by Shounak Dasgupta, Anil D’Silva and Sriraj Kalluvila)