CHICAGO, June 29 (Reuters) - Spirit Airlines Inc on
Wednesday deferred a shareholder vote on Frontier Group Holdings
Inc's merger offer for the budget carrier until next
week.
Its shareholders had been scheduled to finalize their vote
at a special meeting on Thursday. The Florida-based carrier said
the meeting will now reconvene on July 8.
This was the second time Spirit has delayed the vote,
suggesting it had not convinced enough shareholders to back the
deal, which is being contested by JetBlue Airways Corp.
Spirit signed a cash-and-stock deal with rival Frontier in
February to form a new no-frills airline and compete against big
national carriers. In April, JetBlue jumped into the fray with
an all-cash offer.
Since then JetBlue and Frontier have waged a bidding war.
JetBlue's bid is higher, but Spirit has said U.S. regulators
would stop that deal. Frontier has expressed confidence the
escalated price would not hurt its balance sheet.
"We have one of the cleanest balance sheets in the
business," Frontier Chief Executive Officer Barry Biffle told
Reuters. "This is not going to make a material difference to our
leverage."
A deal with Spirit would allow either bidder to create the
fifth-largest U.S. airline and expand its domestic footprint at
a time when the the country's airline industry is dogged by
labor and aircraft shortages.
Spirit has repeatedly rejected JetBlue's offer, citing the
regulatory issues. Still, New York-based JetBlue has been urging
Spirit shareholders to vote against the Frontier deal. Its
campaign forced Spirit to defer the shareholder meeting,
originally scheduled for June 10.
On Wednesday, Spirit said its board would engage with both
the bidders about their offers.
JetBlue responded to Spirit's adjournment saying they now
look forward to commencing "a constructive and substantive
dialogue" with Spirit.
"We continue to strongly recommend that Spirit shareholders
let the Spirit Board know that preventing their shareholders
from receiving the superior value JetBlue has proposed is
unacceptable, by voting against the Frontier transaction,"
JetBlue said in a statement.
Shareholder advisory firms Institutional Shareholder
Services (ISS) and Glass Lewis have recommended voting for the
Frontier deal, despite JetBlue's higher offer price.
If shareholders reject the Frontier deal, Spirit has said it
intends to remain independent. JetBlue also plans to pursue
organic growth if its bid fails.
"With or without Spirit, our future is bright and at the
core of our business we have a strong organic plan that will
help us win in this changing world," JetBlue CEO Robin Hayes
said in a letter to the airline's crewmembers.
REGULATORY HURDLES
Either proposed deal will likely face intense regulatory
scrutiny. Spirit's concerns about JetBlue's offer stem in part
from a U.S. Justice Department lawsuit over JetBlue's
partnership with American Airlines in the New York and
Boston areas.
That partnership, announced in July 2020, allows the
carriers to sell each other's flights and link frequent flyer
programs, a move aimed at helping them compete with United
Airlines and Delta Air Lines in the Northeast.
Spirit has criticized that partnership. Some see it as a
potential witness for the Justice Department in the antitrust
lawsuit that goes to trial in September.
JetBlue has shrugged off Spirit's antitrust concerns as an
excuse, saying the Spirit Board has not acted in the best
interests of its shareholders. It cited "significant" ties of
multiple directors to Frontier's chairman and veteran budget
airline investor Bill Franke. A former chairman of Spirit,
Franke masterminded the Frontier-Spirit deal.
Frontier has dismissed JetBlue's allegations as "sore loser"
talk.
"If we were so cozy, we wouldn't have to up the
consideration and pay as much as we have," Biffle said.
(Reporting by Rajesh Kumar Singh; additional reporting by
Jaiveer Singh Shekhawat in Bengaluru; Editing by David Gregorio
and Rashmi Aich)