Spirit Lays Out Argument Against JetBlue to Shareholders

The company’s leadership outlined their arguments in a presentation to shareholders on Monday, March 23, 2022.

Spirit Claims “JetBlue’s Real Motivation” is to Stop Ultra-Low-Cost-Carrier Merger

The information session was held one week after JetBlue launched their own website and campaign towards Spirit shareholders, arguing that they had the “Superior Proposal” over Frontier.

In their call with company shareholders and industry analysts, the airline’s leadership and board laid out five arguments why JetBlue is attempting a hostile takeover of the Miramar-based carrier. The airline is accusing JetBlue of trying to break up their merger with Frontier, spreading “numerous false claims” about the plan, while “JetBlue’s shareholders are telling JetBlue to STOP NOW and fix its own problems.”

First, the group says that JetBlue’s claims about the merger are incorrect. Citing troubles with JetBlue’s Northeast Alliance with American Airlines, the combined size of either merger, and the New York’s carriers claims of being willing to divest Spirit holdings in New York and Boston, Spirit leadership says their claims are summarily false.

Slide courtesy: Spirit Airlines

In addition, Spirit claims JetBlue’s offer would not provide value to shareholders over the long term. Spirit claims the JetBlue offer represents a 37% discount to JetBlue’s offer, meaning that all the companies involved and Wall Street don’t believe it is a serious proposition.

Slide courtesy: Spirit Airlines

Spirit is also accusing JetBlue of spreading false information about engaging over the merger. While JetBlue says there is a conflict of interest in merging with Frontier and they were not given a fair assessment of their offer, Spirit tells shareholders 7 of their 8 board members are independent and engaged with JetBlue over the years about working together, but there was never interest until they announced plans with Frontier.

Slide courtesy: Spirit Airlines

As a result, the board says JetBlue is only trying to stop their merger with Frontier and are recommending shareholders vote to approve the plans and create the nation’s largest ultra-low-cost-carrier based on their previously outlined argument. They warn that voting against the merger would not constitute a vote for JetBlue’s offer, as they don’t have any active agreements with the New York airline.

Slide courtesy: Spirit Airlines

JetBlue Fires Back on Recommendations

JetBlue is continuing their fight to win over the shareholders, saying in a statement that moving forward with Frontier would offer “less value, more risk, and no regulatory commitments, despite a similar regulatory profile.”

“We are confident that as we continue to share the facts directly with Spirit shareholders, they will be even more perplexed than they already are about why the conflicted Spirit Board has refused to negotiate with us in good faith,” the JetBlue statement reads. “We believe that the Spirit shareholders will make their views known by voting against the Frontier offer and tendering their shares into our offer.”