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JetBlue waits in the wings while Spirit postpones its Frontier merger vote for a third time.

NEWS - 08-07-2022


There will be a rolling delay in Spirit's shareholder vote on the merger with Frontier.


The third postponement of the meeting occurred late on Thursday, many hours before the vote was scheduled.
The meeting, which had been canceled earlier in June and last week, will now take place on Friday. 

In order to "resume conversations with Frontier and JetBlue Airways," the two airlines attempting to engineer a merger with Spirit, Spirit stated it was postponing the vote.
The delay might indicate that JetBlue's bid, which would provide shareholders with a far higher payment, has better chances of succeeding.


The Wall Street Journal reported last week, citing people familiar with the situation, that it was looking unlikely that Spirit's shareholders would support the Frontier deal after the meeting was postponed a second time. 

Since it was revealed in February, Spirit's board has consistently supported the merger with Frontier.
In March, JetBlue made an offer at the table.
Spirit said on Thursday that its board was in talks with JetBlue's management in addition to Frontier, though that offer is still seen as a hostile acquisition that would jeopardize the Frontier agreement.


JetBlue's buyout bid, with a share price of $33.50, values the company at almost $3.7 billion, a considerable premium over Frontier's merger deal. 

According to CEO Robin Hayes, JetBlue is "encouraged" by its conversations with Spirit.


In a statement, Hayes said, "We are pleased by our conversations with Spirit and are confident that they now appreciate that Spirit shareholders have signaled their clear, overwhelming preference for a deal with JetBlue." 


Both firms would cooperate to secure regulatory clearance and complete the transaction, which they intend to do by the end of the year, should shareholders approve the Frontier merger on July 15.
If shareholders decide not to approve the merger, there would be even more ambiguity on the next steps.
It would simply be a vote against the Frontier merger; it wouldn't be a direct endorsement of JetBlue's proposal. 

Both proposals face regulatory uncertainty, with analysts believing that the Frontier merger would more likely be approved by the Department of Justice’s antitrust division than the JetBlue acquisition offer. JetBlue has offered to divest assets in the Northeast, where it currently cooperates in a strategic partnership with American Airlines. Both proposals come with reverse breakup fees payable to Spirit in the event regulators block the deal.