Sun | Jun 26, 2022

Rebuffed by Spirit, JetBlue goes hostile in takeover bid

Published:Tuesday | May 17, 2022 | 12:07 AM
A JetBlue airplane is shown at John F. Kennedy International Airport in New York on March 16, 2017.
A JetBlue airplane is shown at John F. Kennedy International Airport in New York on March 16, 2017.

JetBlue is going hostile in its bid for Spirit Airlines and asking shareholders of the low-cost carrier to reject a proposed acquisition by Frontier Airlines.

JetBlue, in going straight to shareholders with its offer on Monday, wants to push Spirit’s board to the negotiating table.

Shares of Spirit, based in Miramar, Florida, jumped 12 per cent in midday trading.

JetBlue pitched a new offer of US$30 per share in cash, or more than US$3.2 billion, to Spirit stockholders, but said its April 5 offer of US$33 per share is still available if Spirit enters negotiations.

Spirit’s board rejected JetBlue’s original US$3.6-billion bid on May 2, saying antitrust regulators are unlikely to approve an offer from the New York City airline, largely because of its alliance with American Airlines in the northeast. The United States Justice Department is suing to block that deal.

Shareholders of Spirit Airlines Inc are scheduled to vote on June 10 on the Frontier bid, which is favoured unanimously by the Spirit board. The cash-and-stock offer was valued at US$2.9 billion when announced in February, but Frontier’s shares have dropped 30 per cent since, reducing the value of the deal.

JetBlue said its new offer is lower because of Spirit’s unwillingness to share financial information that JetBlue requested.

“The Spirit board failed to provide us the necessary diligence information it had provided Frontier and then summarily rejected our proposal, which addressed its regulatory concerns, without asking us even a single question about it,” JetBlue CEO Robin Hayes wrote in a letter. “The Spirit board based its rejection on unsupportable claims that are easily refuted.”

Hayes said JetBlue is offering a significant premium in cash, more certainty, and more benefits for all Spirit investors. He said JetBlue is confident of winning regulatory approval, and called the Frontier bid high-risk and low-value.

Neither Spirit nor Frontier responded immediately to requests for comment.

The bid from Frontier Group Holdings Inc provides less cash but would let Spirit shareholders keep 48.5 per cent of the combined airline. It would give Spirit shareholders 1.9126 shares of Frontier plus US$2.13 in cash for each Spirit share.

Either combination involving Spirit would create the nation’s fifth-biggest airline behind American, Delta, United and Southwest.

Frontier and Spirit are similar airlines that offer low fares and get more revenue from tacking on fees for many things. JetBlue is more like the big airlines it hopes to catch. It generally charges higher fares than the discount airlines, but it provides more space between rows and adds amenities, including free TV.

Shares of JetBlue Airways Corp fell four per cent, while shares of Frontier, based in Denver, climbed more than six per cent in midday trading.