CALGARY, July 16, 2019 /CNW/ - WestJet Airlines Ltd. (TSX: WJA) ("WestJet" or the "Corporation") would like to remind holders ( "Shareholders") of common voting shares and variable voting shares (collectively, the "Shares") and holders ("Optionholders", and together with the Shareholders, "Securityholders") of stock options ("Options") of the Corporation that your vote is very important at the upcoming special meeting (the "Meeting") of Securityholders to be held on July 23, 2019 at 10:00 a.m. (Mountain time) at the WestJet Campus, Fred Ring building, 22 Aerial Place N.E., Calgary, Alberta.
At the Meeting, Securityholders will be asked to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") under Section 193 of the Business Corporations Act (Alberta) involving the Corporation, Kestrel Bidco Inc. (the "Purchaser"), an affiliate of Onex Corporation ("Onex"), and the Securityholders, pursuant to which, among other things, the Purchaser will, subject to the terms and conditions set out in the arrangement agreement between WestJet and the Purchaser dated May 12, 2019, acquire all of the issued and outstanding Shares at a price of $31.00 per Share in cash (the "Consideration").
The Board of Directors of WestJet UNANIMOUSLY recommends that
Securityholders vote FOR the Arrangement Resolution
Reasons for the Arrangement
The independent special committee (the "Special Committee") of the Board of Directors of WestJet (the "Board") formed in connection with the Arrangement and the Board considered a number of factors, including the some of the principal factors set forth below, in assessing the Arrangement. See the Circular (defined below) for the discussion of all the principal factors and other considerations relating to the Board's recommendation above.
- Arrangement More Favourable than Status Quo. The view of the Special Committee and the Board that the value offered to Shareholders under the Arrangement is more favourable to Shareholders than the potential value that could result from remaining a publicly traded Corporation and continuing to pursue the Corporation's strategic business plan.
- Better Acquisition Terms Highly Unlikely. Having regard to the regulatory constraints facing any potential acquiror, the magnitude of the acquisition of the Corporation and the nature of the Corporation's business, it is highly unlikely that any other party or parties would be capable of paying, and be prepared to pay, a higher price to acquire the Corporation.
- Significant Premium to Market Price. The Consideration to be paid to the Shareholders of $31.00 cash per Share represents a premium of 67 per cent over the closing price of the Shares on May 10, 2019 (the last trading day prior to the public announcement of the Arrangement), and a premium of 63 per cent over the 20 day volume-weighted average trading price for the Shares ended on such date.
- Certainty of Value and Liquidity. The Consideration to be paid to Shareholders (other than the Rollover Securityholders, as such term is defined under the Arrangement) pursuant to the Arrangement is all cash, which provides Shareholders with certainty of value and immediate liquidity.
- Continued Payment of Regular Quarterly Dividends. Under the terms of the Arrangement, the Corporation is permitted to pay its regular quarterly cash dividend, not in excess of $0.14 per Share, consistent with the current practice of the Corporation, pending completion of the Arrangement.
Independent Proxy Advisor Firms Recommend Shareholders Vote FOR the Proposed Acquisition
Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis') are two independent, third party proxy advisor firms who issue voting recommendations to institutional shareholders. Both ISS and Glass Lewis have recommended that Shareholders vote FOR the Arrangement Resolution.
It is very important that Securityholders read the management information circular of the Corporation dated June 19, 2019 (the "Circular"), and related Meeting materials carefully and vote their Shares and Options well in advance of the proxy cut-off on July 19, 2019 at 10:00 a.m. (Mountain time). A copy of the Circular and related Meeting materials, including voting instructions was mailed to Securityholders and is also available under WestJet's profile on the SEDAR website at www.sedar.com and on the Investor Relations section of WestJet's website at westjet.com.
Caution regarding forward-looking information
Certain information set forth in this news release, including, without limitation, management's expectations with respect to the anticipated timing for the Meeting, the anticipated benefits of the Arrangement and better acquisition terms being highly unlikely, is forward-looking information within the meaning of applicable securities laws. 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 Arrangement and the receipt, in a timely manger, of regulatory, shareholder and court approvals in respect of the transaction. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond WestJet's control. 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. 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.
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.
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: [email protected]; WestJet Media Relations, 1-888-WJ-4-NEWS (1-888-954-6397), Email: [email protected]; Website: www.westjet.com