ACE Aviation announces offer to purchase all of its outstanding Preferred Shares



    MONTREAL, Feb. 10 /CNW Telbec/ - ACE Aviation Holdings Inc. (ACE)
announced today that its Board of Directors has authorized a substantial
issuer bid (the Preferred Share Offer) to indirectly purchase for cancellation
all of its outstanding Preferred Shares at a purchase price of Cdn$20.00 in
cash per Preferred Share. The Preferred Share Offer, made on the same terms
and conditions as the previous offer to acquire Preferred Shares dated
December 12, 2008, provides the opportunity for holders who did not deposit
their Preferred Shares in the previous offer to do so.
    The Preferred Share Offer will expire at 5:00 p.m. (Montreal time) on
March 19, 2009, unless withdrawn or extended by ACE. On February 10, 2009,
there were 4,200,000 Preferred Shares issued and outstanding. The Preferred
Shares are not listed for trading on the Toronto Stock Exchange or any other
exchange.
    The Preferred Share Offer is not conditional upon any minimum number of
Preferred Shares being deposited. However, the Preferred Share Offer is
subject to certain other conditions, including regulatory approval. Full
particulars of the terms and conditions of the Preferred Share Offer will be
contained in the Offer to Purchase and Issuer Bid Circular and related
documents which will be filed with applicable securities regulatory
authorities in Canada and mailed to holders of Preferred Shares on or about
February 11, 2009.
    GLG Market Neutral Fund, which in aggregate holds or exercises control or
direction over 1,000,000 Preferred Shares representing 23.8% of all issued and
outstanding Preferred Shares, has entered into an agreement with ACE for the
deposit of all such Preferred Shares under the Preferred Share Offer.
    The Preferred Share Offer includes the independent formal valuation of
Ernst & Young LLP which, based on the scope of their review and subject to the
assumptions, restrictions, and limitations provided therein, concludes that
the fair market value of the Preferred Shares at February 9, 2009 ranges from
approximately Cdn$20.75 to Cdn$22.25 or a mid-point of Cdn$21.50.

    Press release is for informational purposes only

    This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell ACE
Preferred Shares. Securityholders are advised to review any relevant documents
that may be filed with securities regulatory authorities by ACE because they
will contain important information, including full details of the proposed
transactions and their terms and conditions.
    The solicitation and the offer to buy Preferred Shares will be made only
pursuant to the separate Offer to Purchase and Issuer Bid Circular, and
related documents. ACE will file the Offer to Purchase, Issuer Bid Circular
and related documents with Canadian securities regulatory authorities. Holders
of Preferred Shares should carefully read the Offer to Purchase, Issuer Bid
Circular, the related letter of transmittal and other related documents
because they contain important information, including the various terms and
conditions of the Preferred Share Offer. The Offer to Purchase and Issuer Bid
Circular, the related letter of transmittal and certain other documents will
be delivered without charge to all holders of Preferred Shares.
    Offer documents required to be filed in Canada will be available without
charge at www.sedar.com or by calling the Corporate Secretary office of ACE at
(514) 205-7855.

    CAUTION REGARDING FORWARD-LOOKING INFORMATION
    ---------------------------------------------

    Certain statements in this news release may contain forward-looking
statements. These forward-looking statements are identified by the use of
terms and phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "will", "would", and
similar terms and phrases, including references to assumptions. Such
statements may involve but are not limited to comments with respect to
strategies, expectations, planned operations or future actions.
Forward-looking statements, by their nature, are based on assumptions and are
subject to important risks and uncertainties. Any forecasts or forward-looking
predictions or statements cannot be relied upon due to, amongst other things,
changing external events and general uncertainties of the business. Such
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements to differ
materially from those expressed in the forward-looking statements. Results
indicated in forward-looking statements may differ materially from actual
results for a number of reasons, including without limitation, energy prices,
general industry, market and economic conditions, war, terrorist acts, changes
in demand due to the seasonal nature of the business, the ability to reduce
operating costs and employee counts, employee relations, labour negotiations
or disputes, pension issues, currency exchange and interest rates, changes in
laws, adverse regulatory developments or proceedings, pending and future
litigation and actions by third parties, volatility in the market price of the
securities of ACE, satisfaction of the Preferred Share Offer conditions, the
extent to which holders of Preferred Shares determine to tender their
Preferred Shares to the Preferred Share Offer, as well as the factors
identified throughout ACE's filings with securities regulators in Canada and,
in particular, those identified in the Risk Factors section of ACE's 2007 MD&A
dated February 7, 2008 and in Section 11 of ACE's Third Quarter 2008 MD&A
dated November 11, 2008. The forward-looking statements contained herein
represent ACE's expectations as of the date they are made and are subject to
change after such date. However, ACE disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required under applicable
securities regulations.
    %SEDAR: 00020954EF




For further information:

For further information: Des Beaumont, (514) 205-7639,
www.aceaviation.com


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