Spirit Airlines rejects $3.6 Billion acquisition offer

Spirit Airlines Inc. (NYSE: SAVE) said on Monday that it has turned down a $3.6B cash takeover offer from JetBlue Airways Corp (NASDAQ: JBLU), claiming that the deal is unlikely to be finalized, and it will instead combine with competitor low-cost airline Frontier Group Holdings Inc. Jet Blue is seeking to compete with Frontier Airlines in its efforts to acquire the low-cost carrier.

JetBlue to sell assets to pay Spirit

The disapproval came after JetBlue agreed to sell assets to gain regulatory permission and to pay Spirit a $200M break-up charge, or about $1.80 per share unless the proposed $33-per-share merger is not completed due to antitrust concerns.

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Despite JetBlue’s compromises, Spirit stated that its board concluded that the amended proposal had an unsustainable closing uncertainty. It will press ahead with the $2.9 billion cash-and-stock mergers with Frontier, which will be finalized in the second half of 2022.

In February, another ultralow-cost airline, Frontier Group Holdings, said that it could acquire Spirit for $2.9B in a stock and cash transaction, transforming the two airlines into the fifth-largest carrier in the United States.

Spirit’s board of directors said it would consider JetBlue’s proposal and decide on the best way to proceed.

JetBlue stated in a statement that it feels the offer represents a 37% premium to the worth suggested by the Frontier deal and that it is a wonderful chance for Spirit stockholders. Spirit’s present shareholders would maintain a 48.5% stake in the merged business per Frontier’s offer.

JetBlue succeeding will derail William Franke’s plans to merge the carriers

If JetBlue prevails, it will derail Frontier Chairman William Franke’s plans to merge the two carriers. Franke helped turn Frontier and Spirit into low-discount carriers and has long desired to merge the two airlines.

JetBlue has attempted to strike arrangements in the past as it looks to expand its footprint to compete against the industry’s four major airlines. In 2016, JetBlue attempted to acquire Virgin America 2016 but was defeated by Alaska Air Group Inc.

CEO of JetBlue Robin Hayes said:

When you see a proposal come through like the Frontier-Spirit merger, you recognize that if you want to do something, you have a finite period of time to act.