MONTREAL, May 16, 2019 /CNW Telbec/ - Transat AT Inc. ("Transat") announces that it has agreed to a 30-day period of exclusive negotiations with Air Canada pursuant to a letter of intent contemplating a transaction by which Air Canada would acquire all of the shares of Transat at a price of $13.00 per share. During such exclusivity period, it is contemplated that Air Canada will complete its due diligence review and the parties will finalize the negotiation of a definitive agreement regarding this transaction, the material terms of which are announced today.
"This announcement is good news for Transat", said Jean-Marc Eustache, President and Chief Executive Officer of Transat. "This is an opportunity to team up with a great company that knows and understands our industry and has had undisputable success in the travel business. This represents the best prospect for not only maintaining, but growing over the long term the business and jobs that Transat has been developing in Quebec and elsewhere for more than 30 years."
Transat would like to point out that its operations continue in the normal course and that there will be no change for its clients, suppliers and employees. In particular, travellers and clients of Transat can continue to travel and book their vacation packages with Transat like before.
Context of the Announcement
The Board of Directors of Transat has agreed to the exclusivity agreement based on a unanimous recommendation from a special committee of independent directors that was charged with examining any proposals for the acquisition of the shares of Transat, with the assistance of financial and legal advisors, and with considering all strategic options, as was announced on April 30, 2019. After being solicited by several parties and having considered available alternatives, the Board of Directors has determined that it is now in the interests of Transat and its stakeholders to finalize negotiations on an exclusive basis with Air Canada with a view to completing the transaction. In its recommendation, the special committee considered many factors, including the interests of the Corporation and its stakeholders, the economic and regulatory environment in which Transat operates, the proposed price of $13.00 per share, which represents a premium of 148.5% over the 20-day weighted average trading price prior to the announcement of April 30, 2019, a premium of 47.8% over the 20-day weighted average trading price for the period ended May 15, 2019, the terms of Air Canada's proposal, which it deemed reasonable and acceptable taken as a whole, including the duration of the exclusivity period, the disclosure of the main terms of the letter of intent, the covenants of Air Canada and the contemplated terms of the definitive agreements.
Additional Terms of the Letter of Intent
The letter of intent sets forth certain terms that will be required in the definitive agreement. These terms include a break fee of $15 million payable by Transat in case of termination of the transaction, including upon acceptance of an unsolicited superior proposal, and a reverse break fee of a maximum of $40 million payable by Air Canada in the event that the agreement is terminated because regulatory or governmental approvals are not obtained. In addition, the non-solicitation provision will be subject to the usual withdrawal right based on fiduciary duties if an unsolicited proposal is made at a firm price per share that is at least $1.00 higher than the price offered by Air Canada, in the event such proposal is not matched by Air Canada. Moreover, the execution of a definitive agreement by Air Canada will be subject to the execution of support and voting agreements by certain large shareholders of Transat.
Finally, Transat has agreed to limit its undertakings and expenses relating to the implementation of its hotel strategy during the exclusivity period.
Any agreement will also contain numerous conditions customary for this type of transaction, including applicable regulatory approvals and the approval of the shareholders of Transat.
There is no assurance that a definitive agreement will be reached in relation to any transaction following the exclusivity period and the ongoing discussions. No assurance may be given that a transaction will occur in relation to the proposed transaction or otherwise, or regarding the definitive terms of such transaction, if any.
Caution regarding forward looking statements
This press release contains certain forward-looking statements about Transat concerning a potential transaction involving the acquisition of all 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. In particular, the completion of a transaction will be subject to the negotiation and execution of a definitive agreement satisfactory to both parties, the due diligence review by Air Canada, the approval of the shareholders of Transat, the approval of applicable regulatory and governmental authorities, Court approval of a proposed plan of arrangement, the execution of support and voting agreements by certain shareholders and the completion of other conditions customary for this type of transaction. Moreover, the statements regarding the benefits of the contemplated transaction will be subject to the plans of the acquirer following the transaction. 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. Based in Montreal, the company has 5,000 employees. 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 (TSX: TRZ).
SOURCE Transat A.T. Inc.
For further information: Christophe Hennebelle, Vice-President, Human Resources and Corporate Affairs, 514-987-1660, ext. 4584