JetBlue Misleads Spirit and JetBlue Stockholders with Inaccurate Statements and Mischaracterizations, Board Unanimously Recommends Stockholders Not Tender Their Shares, Continues to Recommend that Stockholders Vote FOR the Merger with Frontier. MIRAMAR, Fla., May 2, 2022 /PRNewswire/ --Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE:SAVE) today announced that its Board of Directors (the "Board"), in consultation with outside financial and legal advisors, has unanimously determined that the unsolicited proposal received from JetBlue Airways ("JetBlue") (NASDAQ: JBLU) does not constitute a 'Superior Proposal' as defined in Spirit's merger agreement with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., because it has determined that the proposed transaction is not reasonably capable of being consummated. The Miramar-based discount airline (NYSE: SAVE) added two members to its board of directors . Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. Mark B. Dunkerley has enjoyed a long and varied career in the commercial airline and aviation industry. Weitere Informationen ber die Verwendung Ihrer personenbezogenen Daten finden Sie in unserer Datenschutzerklrung und unserer Cookie-Richtlinie. We believe that our pending merger with Frontier will start an exciting new chapter for Spirit and will deliver many benefits to Spirit shareholders, Team Members and Guests.". Come save with us at spirit.com. Our Fit Fleet is one of the youngest and most fuel-efficient in the U.S. We serve destinations throughout the U.S., Latin America and the Caribbean, and are dedicated to giving back and improving those communities. About Spirit Airlines: Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We believe that our pending merger with Frontier will start an exciting new chapter for Spirit and will deliver many benefits to Spirit shareholders, Team Members and Guests.". Sep 25, 2019. This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. Spirit Airlines, Inc. announced on May 19, 2022, that its Board of Directors (the "Board"), after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer from JetBlue Airways Corporation ("JetBlue") (NASDAQ: JBLU) to acquire all outstanding shares of Spirit's common . During that period, Spirit has also discussed projections with your financial advisers and provided voluminous documentary due diligence material through a secure virtual data room. The transaction is subject to customary closing conditions, including completion of the ongoing regulatory review process and approval by Spirit stockholders. In contrast, Spirit believes that merging with Frontier will enable the combined ULCC business to achieve scale, improve operational reliability, have increased relevance to consumers, and do an even better job of delivering ultra-low fares to more consumers and competing more effectively against the Big 4 carriers, as well as against JetBlue. Given this substantial completion risk, we believe JetBlue's economic offer is illusory, and Spirit's board has not found it necessary to consider it. A monthslong effort by Frontier Airlines to acquire Spirit Airlines abruptly ended on Wednesday when the companies called off their proposal, giving new life to a rival bid for . Our Board has unanimously determined that JetBlue's proposal does not constitute a "Superior Proposal" under Spirit's existing merger agreement with Frontier. The transaction is subject to customary closing conditions, including completion of the ongoing regulatory review process and approval by Spirit stockholders. The Company will continue to advance toward completing the transaction with Frontier, which is expected to close in the second half of 2022. Frontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction (which Registration Statement has not yet been declared effective), that included a preliminary Information Statement/Prospectus of Frontier and a preliminary Proxy Statement of Spirit. "1 As you know, Spirit and many other airline and air travel constituencies have publicly opposed the NEA on grounds that it is anticompetitive. Such forward-looking statements are and will be subject to many risks and uncertainties relating to Frontier's and Spirit's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward looking statements. Spirit Airlines ' board on Thursday urged its shareholders to reject JetBlue Airways ' hostile takeover attempt, citing regulatory hurdles and accusing the airline of trying to derail its. For its 2020 fiscal year, Spirit AeroSystems Holdings, Inc., listed the following CEO pay ratio data on its annual proxy statement to the SEC. Phone Contacts. Move. A native of . Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. Our conclusion is based on careful analysis of the competitive implications of a combination of JetBlue, which analysis has been informed by extensive discussions between our respective antitrust advisors and economic consultants over the past four weeks. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. These forward-looking statements are based on Frontier's and Spirit's current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Brmikor mdosthatja a kivlasztott belltsait a webhelyeinken s alkalmazsainkban lv Adatvdelmi irnytpult linkre kattintva. Words such as "expects," "will," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and other similar expressions are intended to identify forward-looking statements. Spirit Airlines has announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer. Prior to that, Mr. Dunkerley was President and Chief Operating Officer of Worldwide Flight Services, a leading multinational ground handling business and held various senior positions over 10 years at British Airways PLC. Director. About Spirit AirlinesSpirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We make it possible for our Guests to venture further and discover more than ever before. Long Island City, NY 11101. Scott Haralson serves as the Chief Financial Officer of Spirit Airlines. This allows our Guests to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. Wenn Sie Ihre Auswahl anpassen mchten, klicken Sie auf Datenschutzeinstellungen verwalten. We are the leader in providing customizable travel options starting with an unbundled fare. The U.S. Department of Justice (DOJ), along with Attorneys General in six states and the District of Columbia, have sued to block the NEA, alleging that the alliance "will not only eliminate important competition in [Boston and New York City], but will also harm air travelers across the country by significantly diminishing JetBlue's incentive to compete with American elsewhere, further consolidating an already highly concentrated industry. Move. Klicken Sie auf Alle ablehnen, wenn Sie nicht mchten, dass wir und unsere Partner Cookies und personenbezogene Daten fr diese zustzlichen Zwecke verwenden. On May 2, 2022, Spirit announced that its Board unanimously determined that the unsolicited proposals received from JetBlue in March and April 2022 did not constitute a 'Superior Proposal' as. Actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; failure to obtain applicable regulatory or Spirit stockholder approval in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; failure of the parties to consummate the transaction; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company's services; the growth, change and competitive landscape of the markets in which the combined company participates; expected seasonality trends; diversion of managements' attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks related to investor and rating agency perceptions of each of the parties and their respective business, operations, financial condition and the industry in which they operate; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; that Frontier's cash and cash equivalents balances, together with the availability under certain credit facilities made available to Frontier and certain of its subsidiaries under its existing credit agreements, will be sufficient to fund Frontier's operations including capital expenditures over the next 12 months; Frontier's expectation that based on the information presently known to management, the potential liability related to Frontier's current litigation will not have a material adverse effect on its financial condition, cash flows or results of operations; that the COVID-19 pandemic will continue to impact the businesses of the companies; ongoing and increase in costs related to IT network security; and other risks and uncertainties set forth from time to time under the sections captioned "Risk Factors" in Frontier's and Spirit's reports and other documents filed with the SEC from time to time, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. A kivlasztott belltsok mdostshoz kattintson az Adatvdelmi belltsok kezelse lehetsgre. IT Department. On 28-Jul-2022, JetBlue Airways and Spirit Airlines' board of directors approved a definitive merger agreement. Spirit Airlines. $44,755. During that period, Spirit has also discussed projections with your financial advisers and provided voluminous documentary due diligence material through a secure virtual data room. Spirit Airlines employs 5,896 employees. We go for you. "Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that. MIRAMAR, Fla., May 2, 2022 /PRNewswire/ --Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE:SAVE) today announced that its Board of Directors (the "Board"), in consultation with outside financial and legal advisors, has unanimously determined that the unsolicited proposal received from JetBlue Airways ("JetBlue") (NASDAQ: JBLU) does not constitute a 'Superior Proposal' as defined in Spirit's merger agreement with Frontier Group Holdings, Inc. ("Frontier") (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., because it has determined that the proposed transaction is not reasonably capable of being consummated. All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Board of Directors in Spirit Airlines, Inc. For its 2021 fiscal year, Spirit Airlines, Inc., listed the following board members on its annual proxy statement to the SEC. MIRAMAR, Fla., May 19, 2022 /PRNewswire/ -- Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE) today announced that its Board of Directors (the "Board"), after consultation. Frontier and Spirit undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. Dow Jones, a News Corp. Board Unanimously Determined JetBlue Proposal Does Not Constitute a 'Superior Proposal', Company Intends to Continue Advancing Toward Completion of Transaction with Frontier Airlines. I look forward to partnering with the rest of the board and with the Spirit management team as the company continues to grow and evolve.. Spirit Airlines is obligated to reimburse USD25 million of Frontier's incurred merger-related costs, as per the terms of the now-terminated Frontier/Spirit merger agreement. SPIRIT AIRLINES INC : SPIRIT AIRLINES BOARD OF DIRECTORS TO REVIEW UNSOLICITED TENDER OFFER FROM JETBLUE SPIRIT AIRLINES INC - STOCKHOLDERS ADVISED NOT TO TAKE ACTION AT THIS TIME SPIRIT AIRLINES INC - CO'S BOARD WILL CAREFULLY REVIEW JETBLUE'S TENDER OFFER TO DETERMINE COURSE OF ACTION On that score, in the event of a failure or abandonment of a JetBlue-Spirit combination, even a high reverse termination fee will not fully compensate Spirit stockholders for the likely significant business erosion Spirit will face during what will be a protracted approval process. Spirit Airlines Board of Directors to Review Unsolicited Tender Offer from JetBlue PRNewswire Follow Jun 15, 2022 . With her strong background in aviation, corporate governance, customer support, government relations and business transactions, Chris will add an experienced voice in helping Spirit continue its trajectory as Americas largest and highest-quality value carrier., We are also excited to bring on an aviation leader of Marks caliber, Gardner continued. "After a thorough review and extensive dialogue with JetBlue, the Board determined that the JetBlue proposal involves an unacceptable level of closing risk that would be assumed by Spirit stockholders. We believe the Spirit Board of Directors has failed to act in your best interests by refusing to engage constructively on our clearly superior proposal to acquire Spirit. JetBlue offers more value - a significant premium in cash - more certainty, and more benefits for all stakeholders. As previously announced on February 7, 2022, Spirit entered into a merger agreement with Frontier, under which Spirit and Frontier would combine in a stock and cash transaction. "Based on our own research and the advice of antitrust and economic experts, our view is that the proposed combination of JetBlue and Spirit lacks any realistic likelihood of obtaining regulatory approval, while our company faces a long and bleak limbo period as we await resolution. It was the arrival of Ben Baldanza that helped the airline stabilize with this model in the market. This allows our Guests to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. in Air Transport Management from Cranfield University in the UK. Spirit Airlines, Inc. announced on May 19, 2022, that its Board of Directors (the "Board"), after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer from JetBlue Airways Corporation ("JetBlue") (NASDAQ: JBLU) to acquire all outstanding shares of Spirit's common stock for $30 per share in cash (the [] All forward-looking statements in this communication are based upon information available to Frontier and Spirit on the date of this communication. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Come save with us at spirit.com. Spirit Airlines, Inc. Robert L. Fornaro (also known as Bob Fornaro, born 1952 or 1953) was the CEO of Spirit Airlines.He was the chairman, president and chief executive officer of AirTran Holdings Inc. and its subsidiary, AirTran Airways, in Orlando, Florida, until AirTran was acquired by Southwest Airlines in May 2011, when he became a full-time consultant on the acquisition, sitting on the integration board. The Registration Statement is not complete and will be further amended. Spirit's Chairman of the Board Mac Gardner and CEO Edward M. Christie, III wrote in a letter to JetBlue's CEO : We believe a combination of JetBlue and Spirit has a low probability of. In addition, John R. ("JR") Wilson, also of Indigo Partners, resigned from the Board today. Bei der Nutzung unserer Websites und Apps verwenden wir, unsere Websites und Apps fr Sie bereitzustellen, Nutzer zu authentifizieren, Sicherheitsmanahmen anzuwenden und Spam und Missbrauch zu verhindern, und, Ihre Nutzung unserer Websites und Apps zu messen, personalisierte Werbung und Inhalte auf der Grundlage von Interessenprofilen anzuzeigen, die Effektivitt von personalisierten Anzeigen und Inhalten zu messen, sowie, unsere Produkte und Dienstleistungen zu entwickeln und zu verbessern. In January 2017, Mr. Christie was promoted to Executive Vice President and Chief Financial Officer. DOJ clearly views the NEA as having a broader national effect and Spirit believes DOJ will not place great weight on your proposed remedy, especially because there are reasons to doubt the efficacy of similar divestitures as a remedy in past airline mergers. --Spirit Airlines, Inc. today announced that its Board of Directors, after consultation with its outside financial and legal advisors, has unanimously determined that the unsolicited tender offer . Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. Customer Service: 855-728-3555. Commenting on Mr. Fornaros decision to step down from the Board, Mr. Gardner said, Spirit owes a great debt of gratitude to Bob for his vision and leadership over the past five years both as a valued colleague on the Board and as our companys CEO from 2016 through 2018., Mr. Fornaro stated, My years working with the Spirit board and management team have been among the most rewarding of my career. Other. They operate more than 500 daily flights to 71 destinations in the U.S., Latin America, and the Caribbean. Cautionary Statement Regarding Forward-Looking Information. Frontier and Spirit, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the Merger Agreement. Director. https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-reiterates-support-for-merger-with-frontier-airlines-301537140.html. Frontier has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 in connection with the proposed transaction (which Registration Statement has not yet been declared effective), that included a preliminary Information Statement/Prospectus of Frontier and a preliminary Proxy Statement of Spirit. In addition, investors and stockholders will be able to obtain free copies of the information statement and the proxy statement and other documents filed with the SEC by Frontier and Spirit on Frontier's Investor Relations website at https://ir.flyfrontier.com and on Spirit's Investor Relations website at https://ir.spirit.com.
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