MONTREAL, Aug. 13, 2019 /CNW Telbec/ - Transat A.T. Inc. ("Transat" or the "Corporation") is pleased to announce that Institutional Shareholder Services Inc. ("ISS") has recommended that Transat Shareholders vote FOR the plan of arrangement (the "Arrangement") between Transat and Air Canada.
This favourable recommendation of ISS was first published on August 11, 2019, based on the original price of $13 per share that was reflected in the pre-amended binding arrangement agreement by which Air Canada was to acquire all outstanding shares of Transat. ISS reiterated its recommendation that Transat Shareholders vote FOR the Arrangement in a subsequent alert after the price per share payable by Air Canada was increased to $18 under an amendment dated August 11, 2019.
Favourable ISS Recommendation
ISS is a leading independent, third-party, proxy advisory firm which, among other services, provides proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.
In reaching its conclusion, ISS noted:
"The acquisition by Air Canada is supported given the significant premium and certainty of the all-cash consideration; the execution risks associated with other alternatives, including the status quo; and the sale process conducted by the board, which appears to have provided alternative bidders ample opportunity to submit superior offers."
Arrangement Agreement with Air Canada
Under the terms of the binding arrangement agreement entered into by the Corporation and Air Canada on June 27, 2019, amended on August 11, 2019, and unanimously approved by the board of directors of Transat (the "Board"), Air Canada will acquire all outstanding shares of Transat for $18 per share. The value of the all-cash transaction is approximately $720 million.
Special Meeting of Transat Shareholders
In accordance with the terms of an interim order of the Québec Superior Court obtained on July 17, 2019, Transat Shareholders will be asked to consider and vote on a special resolution approving the Arrangement. A special meeting of Transat shareholders (the "Meeting") will be held at 10:00 am on Friday, August 23, 2019 at the Sofitel Montreal Hotel located at 1155 Sherbrooke Street West, Montréal, Quebec.
Transat's Board and the special committee of the Board (the "Special Committee"), supported by their financial and legal advisors, reiterate their unanimous recommendation that the Arrangement with Air Canada is in the best interest of Transat and its stakeholders and is fair to Transat shareholders, and unanimously recommend that shareholders:
Vote FOR the special resolution approving the Arrangement with Air Canada
The Board encourages all shareholders to vote well in advance of the proxy cut-off time of 5:00 p.m. (Montréal time) on August 21, 2019.
Transat has retained Kingsdale Advisors to act as its strategic shareholder advisor and proxy solicitation agent, to answer information requests from shareholders and to assist in the submission of proxies and voting instructions. Communications with Kingsdale Advisors may be made by phone toll free within North America at 1-888-518-1552, or collect call outside North America at 416-867-2272, or by e-mail at [email protected].
A copy of the management proxy circular of the Corporation dated July 19, 2019 and related Meeting materials were mailed to shareholders on July 23, 2019 and are also available on SEDAR under Transat's profile at www.sedar.com, on Transat's website at www.transat.com or by contacting Kingsdale Advisors.
Caution regarding forward looking statements
This press release contains certain forward-looking statements about Transat concerning a potential transaction involving the acquisition of all of the shares of Transat. These statements are based on certain assumptions deemed reasonable by Transat, but are subject to certain risks and uncertainties, several of which are outside the control of Transat, which may cause results to vary materially. Transat disclaims any intention or obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise, other than as required by securities laws.
Transat A.T. Inc. is a leading integrated international tourism company specializing in holiday travel. It offers vacation packages, hotel stays and air travel under the Transat and Air Transat brands to some 60 destinations in more than 25 countries in the Americas and Europe. Transat is firmly committed to sustainable tourism development, as reflected in its multiple corporate responsibility initiatives over the past 12 years, and was awarded Travelife certification in 2018. Based in Montreal, the company has 5,000 employees (TSX: TRZ).
SOURCE Transat A.T. Inc.
For further information: Media: Christophe Hennebelle, Vice-President, Human Resources and Corporate affairs, 514 987-1660, ext. 4584; Financial analysts: Denis Pétrin, Chief Financial Officer, 514 987-1660