WestJet receives overwhelming securityholder support for its acquisition by Onex
Jul 23, 2019, 18:07 ET
CALGARY, July 23, 2019 /CNW/ - WestJet Airlines Ltd. (TSX: WJA) ("WestJet") today announced that at a special meeting held today (the "Meeting"), its shareholders and optionholders overwhelmingly voted to approve its previously announced proposed transaction with Onex Corporation ("Onex") (TSX: Onex). Of the votes cast at the Meeting, more than 92.5 per cent of shareholders and optionholders who voted were in favour of the proposed transaction.
WestJet and Onex entered into a definitive agreement on May 12, 2019 (the "Arrangement Agreement"), for the proposed acquisition of WestJet by Onex under a plan of arrangement, pursuant to which each outstanding share of WestJet will be exchanged for $31.00 in cash subject to the terms and conditions of the Arrangement Agreement (the "Arrangement"), following which WestJet will operate as a privately-held company.
Ed Sims, WestJet's President and Chief Executive Officer, said, "We are very pleased to obtain overwhelming support from our securityholders at today's special meeting. Receiving this support is an important step on our path to closing the transaction, and we continue to engage with the necessary authorities on the remaining approvals."
The total number of shares represented by shareholders present in person and by proxy at the Meeting was 69.2 million, representing approximately 60 per cent of WestJet's issued and outstanding Common Voting Shares and Variable Voting Shares. The total number of stock options represented by optionholders present in person and by proxy at the Meeting was 3.3 million, representing approximately 54 per cent of WestJet's issued and outstanding stock options.
Given that the total number of votes cast by or on behalf of holders of WestJet's Variable Voting Shares at the Meeting exceeded 25 per cent of the total number of votes cast at the Meeting, the results below reflect the fact that the vote attached to each Variable Voting Share has been automatically decreased to equal the maximum vote permitted per Variable Voting Share under WestJet's amended and restated articles of incorporation, which, in these circumstances was 0.48960, 0.45108 and 0.45272 of a vote per Variable Voting Share for each approval of the Arrangement Resolution (as defined below) noted below, respectively.
Holders of the requisite majorities of shares and options voted in favour of the special resolution to approve the Arrangement (the "Arrangement Resolution"), as follows:
Resolution |
# Votes For |
% Votes For |
# Votes Against |
% Votes Against |
Arrangement Resolution(1) |
53,200,695 |
92.53 |
4,293,311 |
7.47 |
Arrangement Resolution |
48,671,660 |
91.96 |
4,252,472 |
8.04 |
Arrangement Resolution(3) |
48,863,787 |
91.99 |
4,252,490 |
8.01 |
(1) |
More than 66 2/3 per cent of votes cast by shareholders and optionholders of WestJet, voting together as a single class, present in person or represented by proxy at the Meeting, voted in favour of the Arrangement Resolution, as required by the interim order of the Court of Queen's Bench of Alberta (the "Court"). |
(2) |
More than 50 per cent of votes cast by shareholders of WestJet, voting together as a single class, present in person or represented by proxy at the Meeting, excluding those shareholders whose votes are required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voted in favour of the Arrangement Resolution, as required by the interim order of the Court. |
(3) |
More than 50 per cent of votes cast by shareholders of WestJet, voting together as a single class, present in person or represented by proxy at the Meeting, voted in favour of the Arrangement Resolution, as required by the TSX. |
Detailed voting results for the meeting are available under WestJet's profile on SEDAR at sedar.com.
The Arrangement is still subject to other conditions to closing, including remaining regulatory approvals, and final approval of the Arrangement by the Court of Queen's Bench of Alberta.
Further information regarding the Arrangement is provided in WestJet's management information circular dated June 19, 2019 in respect of the Meeting. Assuming the timely receipt of the remaining regulatory approvals and Court approval, the transaction is expected to close in the latter part of 2019.
Caution regarding forward-looking information
Certain information set forth in this news release, including, without limitation, information regarding the anticipated benefits of the Arrangement; the timing and anticipated receipt of required regulatory approvals; and the anticipated timing for closing the transaction, is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond WestJet's control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by WestJet, including expectations and assumptions concerning the anticipated benefits of the transaction and the receipt, in a timely manner, of regulatory and court approvals in respect of the transaction.
Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the transaction. There are also risks that are inherent in the nature of the transaction, including failure to satisfy the conditions to the completion of the transaction and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the transaction. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the transaction. A comprehensive discussion of other risks that impact WestJet can also be found in WestJet's public reports and filings which are available under WestJet's profile at www.sedar.com.
Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. WestJet does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.
About WestJet
Together with WestJet's regional airline, WestJet Encore, we offer scheduled service to more than 100 destinations in North America, Central America, the Caribbean and Europe and to more than 175 destinations in over 20 countries through our airline partnerships. WestJet Vacations offers affordable, flexible vacations to more than 60 destinations and the choice of more than 800 hotels, resorts, condos and villas. Members of the WestJet Rewards program earn WestJet dollars on flights, vacation packages and more. Members use WestJet dollars towards the purchase of flights and vacations packages to any WestJet destination with no blackout periods and have access to Member Exclusive fares offering deals to WestJet destinations throughout our network and those of our partner airlines.
WestJet is proud to be recognized for three consecutive years as Best Airline in Canada (2017-19) and awarded among travellers' favourite Mid-Sized Airlines in North America (2019). From 2017-2018, WestJet was also awarded among travellers' favorite Mid-Sized and Low-Cost Airlines in North America. The airline was also recognized among the Economy Class winners in North America, 2018. All awards are based on authentic reviews from the travelling public on TripAdvisor, the world's largest travel site. We are one of very few airlines globally that does not commercially overbook.
WestJet is publicly traded on the Toronto Stock Exchange (TSX) under the symbol WJA. For more information about everything WestJet, please visit westjet.com.
Recent recognition includes:
2019/2018/2017 Best Airline in Canada (TripAdvisor Travellers' Choice awards for Airlines)
2019 Winner Among Mid-Sized Airlines in North America (TripAdvisor Travellers' Choice awards for Airlines)
2018/2017 Winner Among Mid-Sized and Low Cost Airlines – North America (TripAdvisor Travellers' Choice awards for Airlines)
2018 Winner – Economy, North America (TripAdvisor Travellers' Choice awards for Airlines)
2018 Number-One-Ranked Airline Credit Card in Canada (Rewards Canada)
2018 North America's Best Low-Cost Airline (Skytrax)
2018/2017/2016 Canada's Most Trusted Airline (Gustavson School of Business at the University of Victoria)
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SOURCE WESTJET, an Alberta Partnership
For further information: WestJet Investor Relations: 1-877-493-7853, Email: investor_relations@westjet.com; WestJet Media Relations: 1-888-WJ-4-NEWS (1-888-954-6397), Email: media@westjet.com; Website: www.westjet.com
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