AirTran Holdings, Inc., Submits Proxy Statement Nominating Three Directors to the Boa
Mar 7, 2007, 3:31 pm
#1
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AirTran Holdings, Inc., Submits Proxy Statement Nominating Three Directors to the Boa
ORLANDO, Fla., March 7, 2007 -- AirTran Holdings, Inc. , the parent of AirTran Airways, announced today that it has submitted preliminary proxy materials to the Securities and Exchange Commission pursuant to its previously announced intent to elect three nominees to fill positions on the Midwest Air Group, Inc. ("Midwest") (MEH :
Midwest Express Holdings, Inc. (Wisconsin)board of directors at Midwest's next annual meeting of shareholders. The nominees are John Albertine, Jeffrey Erickson, and Charles Kalmbach.
"By electing these nominees, Midwest shareholders would be electing directors who are committed to acting in the shareholders' best interests and to keeping the Board's focus on maximizing shareholder value," said Joe Leonard, AirTran's chairman and chief executive officer. "The election of these three nominees would send a strong signal that the company's 'stay-the- course,' 'business-as-usual-strategy' -- multi-year losses, less service, fewer jobs, and lower wages for employees -- is unacceptable. It says that, by continuing along that path, the Company is placing its employees, customers and communities, as well as its shareholders, at risk to the competitive pressures that are already threatening Midwest."
"Having these excellent candidates as part of the Midwest Board of Directors would also help AirTran's merger proposal to get a fair hearing in the boardroom, and deliver a message to management that it is in the shareholders' interests to explore the merits of our offer -- something that Midwest's management has steadfastly refused to do," Leonard added.
"Furthermore, Midwest's existing corporate governance practices are seriously flawed and troubling to say the least. In particular, the extent to which the Board of Midwest is relying on the input from financial advisors who are provided an economic incentive if the AirTran-Midwest merger is rejected is hardly the way to explore all opportunities in order to maximize shareholder value. By contrast, the nominees we are putting forward would help to keep the directors focused on their fiduciary duties to act in the shareholders' interest," Leonard concluded.
In a related action, AirTran said that it is extending its Exchange Offer, due to expire on March 8, 2007, until April 11, 2007, at 12:00 midnight EDT. AirTran Airways said that it decided to extend its offer so that Midwest's shareholders can receive all the information they need. AirTran was advised by The Bank of New York, the exchange agent for the offer, that, as of 5:00 p.m. EST, on March 7, 2007, a total of 1,777,638 shares of Midwest common stock were tendered pursuant to the offer.
Midwest Express Holdings, Inc. (Wisconsin)board of directors at Midwest's next annual meeting of shareholders. The nominees are John Albertine, Jeffrey Erickson, and Charles Kalmbach.
"By electing these nominees, Midwest shareholders would be electing directors who are committed to acting in the shareholders' best interests and to keeping the Board's focus on maximizing shareholder value," said Joe Leonard, AirTran's chairman and chief executive officer. "The election of these three nominees would send a strong signal that the company's 'stay-the- course,' 'business-as-usual-strategy' -- multi-year losses, less service, fewer jobs, and lower wages for employees -- is unacceptable. It says that, by continuing along that path, the Company is placing its employees, customers and communities, as well as its shareholders, at risk to the competitive pressures that are already threatening Midwest."
"Having these excellent candidates as part of the Midwest Board of Directors would also help AirTran's merger proposal to get a fair hearing in the boardroom, and deliver a message to management that it is in the shareholders' interests to explore the merits of our offer -- something that Midwest's management has steadfastly refused to do," Leonard added.
"Furthermore, Midwest's existing corporate governance practices are seriously flawed and troubling to say the least. In particular, the extent to which the Board of Midwest is relying on the input from financial advisors who are provided an economic incentive if the AirTran-Midwest merger is rejected is hardly the way to explore all opportunities in order to maximize shareholder value. By contrast, the nominees we are putting forward would help to keep the directors focused on their fiduciary duties to act in the shareholders' interest," Leonard concluded.
In a related action, AirTran said that it is extending its Exchange Offer, due to expire on March 8, 2007, until April 11, 2007, at 12:00 midnight EDT. AirTran Airways said that it decided to extend its offer so that Midwest's shareholders can receive all the information they need. AirTran was advised by The Bank of New York, the exchange agent for the offer, that, as of 5:00 p.m. EST, on March 7, 2007, a total of 1,777,638 shares of Midwest common stock were tendered pursuant to the offer.
Mar 7, 2007, 4:06 pm
#2
Join Date: Jan 2007
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There have been several developments today.
The biggest, of course, is that AirTran has once again extended the deadline to tender Midwest shares by another month. That's not really that surprising. They have gotten quite a few more shares, but still have less than 10% of the outstanding stock tendered.
Interestingly enough, AirTran is nominating three directors to the Midwest board. I believe only two positions are up for election at the up-coming annual meeting. So, even if they succeed and get two candidates on the board, AirTran still won't have close to a majority of the members on their side. Should this happen, it would give the CEO and the rest of the board another year to take more drastic steps. I wouldn't rule out Midwest taking the company private.
Also, the board still has the poison pill provision in place. AirTran has yet to explain how they'll get around that. That could be one of the biggest hurdles AirTran has to overcome.
It will be interesting to see how this all unfolds in the next few weeks, culminating in a show down at the annual meeting.
The Justice Department also signaled today that they would be willing to look at additional information about potential anti-trust issues with the proposed AirTran-Midwest merger. Nothing will come of this.
I have a feeling this is going to get very ugly.
The biggest, of course, is that AirTran has once again extended the deadline to tender Midwest shares by another month. That's not really that surprising. They have gotten quite a few more shares, but still have less than 10% of the outstanding stock tendered.
Interestingly enough, AirTran is nominating three directors to the Midwest board. I believe only two positions are up for election at the up-coming annual meeting. So, even if they succeed and get two candidates on the board, AirTran still won't have close to a majority of the members on their side. Should this happen, it would give the CEO and the rest of the board another year to take more drastic steps. I wouldn't rule out Midwest taking the company private.
Also, the board still has the poison pill provision in place. AirTran has yet to explain how they'll get around that. That could be one of the biggest hurdles AirTran has to overcome.
It will be interesting to see how this all unfolds in the next few weeks, culminating in a show down at the annual meeting.
The Justice Department also signaled today that they would be willing to look at additional information about potential anti-trust issues with the proposed AirTran-Midwest merger. Nothing will come of this.
I have a feeling this is going to get very ugly.
Mar 7, 2007, 4:50 pm
#3
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Can they just take the company private? I was going to say that they should do this but I don't know what it would do
Maybe Herb Kohl should sell the Bucks and buy Midwest Airlines, He sold Kohls and now thats a Billion Dollar Company
Maybe Herb Kohl should sell the Bucks and buy Midwest Airlines, He sold Kohls and now thats a Billion Dollar Company
Mar 7, 2007, 5:16 pm
#4
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AirTran is really starting to annoy me.
Mar 7, 2007, 5:20 pm
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If they can line-up enough investors with deep pockets, Midwest can definately take the company private. Of course, it's not that simple, but certainly possible. Personally, I think this option is used as a last resort should it look like the take-over might occur. That would really piss off Joe Leonard.
BTW, I think Herb Kohl actually had a stake in the Kohl's grocery store chain, not the department store.
Mar 7, 2007, 5:49 pm
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Mar 7, 2007, 7:41 pm
#7
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That's not going to happen. Herb Kohl is a business man first and a politician next. The airline industry is way to unpredictable for him. He is way too old for that much stress.