Spirit Airlines Confirms Receipt of Unsolicited Proposal from JetBlue Airways

Wednesday, April 6, 2022

Spirit Airlines, today announced that it has received an unsolicited proposal from JetBlue Airways (“JetBlue”) (Nasdaq: JBLU) to acquire all of the outstanding shares of Spirit’s common stock in an all-cash transaction for $33.00 per share.

Consistent with its fiduciary duties, the Spirit Board of Directors will work with its financial and legal advisors to evaluate JetBlue’s proposal and pursue the course of action it determines to be in the best interests of Spirit and its stockholders. The Board will conduct this evaluation in accordance with the terms of the Company’s merger agreement with Frontier and respond in due course. Spirit shareholders do not need to take any action at this time.

As announced on February 7, 2022, Spirit entered into a merger agreement with Frontier Group Holdings, Inc. (“Frontier”) (NASDAQ: ULCC), parent company of Frontier Airlines, Inc., under which Spirit and Frontier would combine in a stock and cash transaction. Under the terms of the merger agreement, Spirit equity holders would receive 1.9126 shares of Frontier plus $2.13 in cash for each existing Spirit share they own. The transaction is subject to customary closing conditions, including completion of the regulatory review process and approval by Spirit stockholders.

Barclays and Morgan Stanley & Co. LLC are serving as financial advisors to Spirit and Debevoise & Plimpton LLP is serving as legal advisor.

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