Spirit Airlines, Inc. today announced that its Board of Directors has determined, after consultation with the Company’s outside financial and legal advisors, that the unsolicited proposal received from JetBlue Airways to acquire Spirit in an all-cash transaction for $33.00 per share could reasonably be likely to lead to a “Superior Proposal” as defined in Spirit’s merger agreement with Frontier Group Holdings, Inc., parent company of Frontier Airlines, Inc.
Spirit intends to engage in discussions with JetBlue with respect to JetBlue’s proposal, in accordance with the terms of the Company’s merger agreement with Frontier.
Spirit remains bound by the terms of the merger agreement with Frontier, and Spirit’s Board has not determined that JetBlue’s proposal in fact constitutes a Superior Proposal as defined in the merger agreement with Frontier.
In addition, Spirit notes that there can be no assurance that the discussions with JetBlue will result in a transaction.
Spirit shareholders do not need to take any action at this time, and Spirit’s Board has made no change to its recommendation that its shareholders adopt the merger agreement with Frontier.
Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit and Debevoise & Plimpton LLP is serving as legal advisor.