NEW YORK–(BUSINESS WIRE)–JetBlue (NASDAQ: JBLU) today announced that it has submitted a decisively superior proposal to the Board of Directors of Spirit (NYSE: SAVE) to acquire all of the outstanding common stock of Spirit.
The further improved proposal, which was submitted at the request of Spirit’s Board and following completion of JetBlue’s diligence review and discussions with Spirit’s management team, is an update to JetBlue’s previous proposals (dated March 29, 2022, April 29, 2022, and June 6, 2022, respectively) and is structured to maximize value and certainty for Spirit and its stockholders, with terms including:
- Increased price of $33.50 per Spirit share: JetBlue’s proposal continues to offer Spirit stockholders a superior, all-cash premium. The increased price of $33.50 per Spirit share represents an improvement of $2.00 per share or 6.3% compared to JetBlue’s June 6 proposal, and a 67.6%1 premium to the implied value of the Frontier transaction as of June 17, 2022.
- Stronger divestiture commitment: JetBlue’s June 20 proposal includes a significant enhancement to its prior proposals through an obligation to divest assets of JetBlue and Spirit up to a material adverse effect on the combined JetBlue-Spirit, with a limited carve-out to this divestiture obligation for actions that would be reasonably likely to materially and adversely affect the anticipated benefits under JetBlue’s Northeast Alliance. This commitment significantly increases the divestitures JetBlue would be willing to commit to making in order to obtain regulatory approval and meaningfully exceeds the divestiture commitment from Frontier.
In addition to the improved terms, the proposal continues to include commitments from previous proposals that were well received by Spirit stockholders:
- Reverse break-up fee: JetBlue would continue to offer a reverse break-up fee of $350 million, or $3.20 per Spirit share2, payable to Spirit in the unlikely event…
