Participants in the SolicitationFrontier 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. Certain statements in this communication, including statements concerning Frontier, Spirit, the proposed transactions and other matters, should be considered forward-looking within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. . Frontier Airlines and Spirit Airlines said in a joint press release Monday that the companies' boards of directors had unanimously approved the $6.6 billion transaction and expect it to. Information regarding Spirit's directors and executive officers is contained in Spirit's definitive proxy statement, which was filed with the SEC on March 30, 2022. Their Fit Fleet is one of the youngest and most fuel-efficient in the U.S. ; 8% of the management team is Black or African American. Come save with us at spirit.com. President & Chief Executive Officer and Class III Director at Spirit Airlines . On 28-Jul-2022, JetBlue Airways and Spirit Airlines' board of directors approved a definitive merger agreement. 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 . After receiving the summary output of your economic model from your advisers, Spirit's economic consultants identified reasons to doubt that such an effect would significantly exceed any similar "ULCC effect.". INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/ INFORMATION STATEMENT/ PROSPECTUS/ PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY FRONTIER OR SPIRIT WITH THE SEC IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FRONTIER, SPIRIT, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Spirit shareholders do not need to take any action at this time. MIRAMAR, Fla., June 20, 2022--(BUSINESS WIRE)--Spirit Airlines, Inc. ("Spirit" or the "Company") (NYSE: SAVE), today confirmed receipt of a revised proposal from JetBlue Airways ("JetBlue") (Nasdaq: JBLU) to acquire all of the outstanding shares of Spirit's common stock.. . Company profile for Spirit Airlines Inc. including key executives, insider trading, ownership, revenue and average growth rates. 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. . She serves on several non-profit boards including the Tennessee State Collaborative on Reforming Education and the Board of Visitors of the Fuqua School of Business at Duke University. An "entrenched" board of directors with ties to Frontier Airlines is behind Spirit Airlines' disinterest in a proposed acquisition by JetBlue Airways.. That is according to JetBlue chief . In May, Spirit said its board of directors has decided not to consider JetBlue's proposal.
Board Unanimously Determined JetBlue Proposal Does Not Constitute a 'Superior Proposal', Company Intends to Continue Advancing Toward Completion of Transaction with Frontier Airlines. Having received improved proposals from JetBlue ( JBLU) and Frontier, Spirit Airlines Board of Directors unanimously recommends stockholders vote in favor of the merger agreement with Frontier, according to the company's statement on June 24, 2022. External site may not meet accessibility requirements. 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. We further believe that your divestiture proposal is unlikely to resolve DOJ's concerns about a combination of Spirit and JetBlue if the NEA continues in existence. Spirit Airlines, Inc. MIRAMAR, Fla., Sept. 24, 2019 (GLOBE NEWSWIRE) -- Spirit Airlines (NYSE: SAVE) announced today that its Board of Directors had appointed Christine P. Richards and Mark B. Dunkerley as its newest members, effective September 23, 2019. Spirit Airlines' independent Board is acting in the best interests of all Spirit stockholders and engaged constructively with JetBlue Seven of Spirit's eight Board members are independent. This approach has largely paid off for the operator over the years. Frontier and Spirit also plan to file other relevant documents with the SEC regarding the proposed transaction. 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. "1 As you know, Spirit and many other airline and air travel constituencies have publicly opposed the NEA on grounds that it is anticompetitive. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss,. The basis for the Board's decision is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed today with the U.S. Securities and Exchange Commission. In January 2017, Mr. Christie was promoted to Executive Vice President and Chief Financial Officer. Moreover, in evaluating a JetBlue-Spirit combination, Spirit believes DOJand a courtwill be very concerned that a higher-cost/higher fare airline would be eliminating a lower-cost/lower fare airline in a combination that would remove about half of the ULCC capacity in the United States. 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. 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. Robert Johnson. CEO Name. He also serves as Vice-Chair of the board of the National Air & Space Museum. 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, Inc. All Rights Reserved. MIRAMAR, Fla., May 16, 2022. Our Board has unanimously determined that JetBlue's proposal does not constitute a "Superior Proposal" under Spirit's existing merger agreement with Frontier. 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. 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. It was the arrival of Ben Baldanza that helped the airline stabilize with this model in the market. Cision Distribution 888-776-0942 View original content to download multimedia:https://www.prnewswire.com/news-releases/spirit-airlines-board-of-directors-reiterates-support-for-merger-with-frontier-airlines-301537140.html, Investor Relations Contact DeAnne Gabel(954) 447-7920investorrelations@spirit.com. Spirit Airlines, Inc. is an American ultra-low-cost carrier headquartered in Miramar, Florida. Ted Christie, Spirit's chief executive, said in a statement that ISS seemed "overfocused" on the breakup fee and failed to recognize the "elevated business disruption" Spirit could face from a. Spirit's Board believes JetBlue's proposal falls short of that standard. This allows every Guest to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. 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. Total Compensation. Finally, we are skeptical about your claims regarding the so-called "JetBlue Effect." S SoftBank Group Fort Lauderdale, Florida, United States. 27-01 Queens Plaza North Mr. Dunkerley serves on the board of directors of Volotea Airlines, a low-cost carrier operating in Europe. Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit, and Debevoise & Plimpton LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors.. We struggle to understand how JetBlue can believe DOJ, or a court, will be persuaded that JetBlue should be allowed to form an anticompetitive alliance that aligns its interests with a legacy carrier and then undertake an acquisition that will eliminate the largest ULCC carrier. In addition, John R. ("JR") Wilson, also of Indigo Partners, resigned from the Board today. 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. We are the leader in providing customizable travel options starting with an unbundled fare. 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. 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.". Spirit Airlines is famed for its ultra-low-cost operations in the United States aviation market. 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 [] Barclay Jones. CEO Pay Ratio. "Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that it represents the best opportunity to maximize long-term shareholder value," said Mac Gardner, Chairman of Board of Directors for Spirit Airlines. $44,755. We make it possible for our Guests to venture further and discover more than ever before. As you know, a "Superior Proposal" under the Frontier agreement must, among other requirements, be "reasonably capable of being consummated." Moreover, in evaluating a JetBlue-Spirit combination, Spirit believes DOJand a courtwill be very concerned that a higher-cost/higher fare airline would be eliminating a lower-cost/lower fare airline in a combination that would remove about half of the ULCC capacity in the United States. Spirit's Board of Directors also issued the following letter to JetBlue. The organizational chart of Spirit Airlines displays its 36 main executives including Ted Christie, Scott Haralson and John Bendoraitis . No Offer or SolicitationThis 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. John Kirby Vice President, Network Planning John Kirby serves as the Vice President, Network Planning of Spirit Airlines. Spirit's Board of Directors also issued the following letter to JetBlue. Robin Hayes 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 . 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. 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. At Spirit Airlines, we go. This allows our Guests to pay only for the options they choose like bags, seat assignments and refreshments something we call La Smarte. 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. Ha nem szeretn, hogy mi s partnereink cookie-kat s szemlyes adatokat hasznljunk ezekre a tovbbi clokra, kattintson Az sszes elutastsa lehetsgre. ; 33% of Spirit Airlines management is Hispanic or Latino. A szemlyes adatok felhasznlsnak mdjrl az adatvdelmi irnyelvekben s a cookie-szablyzatban olvashat tovbbi informcit. Spirit does not consider JetBlue's April 29 response to be appropriately responsive to Spirit's concerns. 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. Spirit's Board of Directors also issued the following letter to JetBlue. William ("Bill") A. Franke of Indigo Partners resigned as Chairman of the Board earlier today. 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. They operate more than 500 daily flights to 71 destinations in the U.S., Latin America, and the Caribbean.