News Releases
CALGARY, July 10, 2019 /CNW/ - WestJet (TSX: WJA) ("WestJet" or the "Company") is pleased to announce that independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), have both recommended shareholders vote FOR the proposed acquisition of WestJet by Onex Corporation ("Onex") at the upcoming special meeting (the "Meeting") of shareholders and optionholders (collectively, "Securityholders") of WestJet being 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 vote on a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") under Section 193 of the Business Corporations Act (Alberta) involving WestJet, Kestrel Bidco Inc. (the "Purchaser"), an affiliate of Onex, and the Securityholders, pursuant to which the Purchaser will, subject to the terms and conditions sets out in the arrangement agreement between WestJet and the Purchaser dated May 12, 2019 (the "Arrangement Agreement"), acquire all of the issued and outstanding shares of WestJet at a price of $31.00 per share in cash.
ISS and Glass Lewis are two leading independent, third-party, proxy advisory firms which, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.
In reaching its conclusion, ISS noted: "The rationale behind the proposed transaction appears reasonable as current shareholders will get to exit their investment at a significant premium and at multi-year highs for WestJet's share price. The cash consideration provides certainty of value, and it appears unlikely that a better offer will be made for the company."
Glass Lewis noted in its report: "[W]e believe that the merger consideration represents a compelling exit valuation and an attractive market premium for the Company's shareholders. In the absence of a superior competing offer, we believe that the Arrangement Agreement warrants shareholder support at this time."
Some Key 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.
- 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 Company and continuing to pursue the Company'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 Company and the nature of the Company'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 Company.
- 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 of $31.00 cash per share (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 Company is permitted to pay its regular quarterly cash dividend, not in excess of $0.14 per share, consistent with the current practice of the Company, pending completion of the Arrangement.
A copy of the management information circular of the Company dated June 19, 2019 (the "Circular") and related Meeting materials have been mailed to Securityholder and can also be obtained via SEDAR at www.sedar.com, on WestJet's website at www.westjet.com or by contacting Laurel Hill Advisory Group toll-free at 1-877-452-7184 or at 416-304-0211 or by email at assistance@laurelhill.com.
The Board of Directors unanimously recommends that Securityholders vote FOR the Arrangement Resolution and encourages all Securityholders to vote well in advance of the proxy cut-off on July 19, 2019 at 10:00 a.m. (Mountain Time).
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. Forward-looking information may in some cases be identified by words such as "will", "potential", "believes" and similar expressions suggesting future events or future performance. 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 Arrangement and the receipt, in a timely manner, of regulatory, shareholder 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. 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
