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AirTran Holdings Tender Offer for Midwest Air Group Shares
- What did AirTran announce today?
AirTran announced that we have filed a Form S-4 registration statement with the Securities and Exchange Commission. An S-4 filing is commonly referred to as a "tender offer". In other words, AirTran is making an offer directly to the Midwest Airlines shareholders to buy all outstanding shares of Midwest Air Group (the parent company of Midwest Airlines). This tender offer is subject to certain limitations. - How does this Tender Offer work?
AirTran's tender offer is an open, public solicitation by AirTran to all of the shareholders of Midwest Air Group to tender their stock to AirTran at a specified price. The tender offer is only available to the Midwest shareholders for a limited time and it is also subject to other specific conditions as explained in the tender offer. - Why is AirTran taking this step?
AirTran firmly believes in the value we can create by combining AirTran and Midwest and we have been attempting to negotiate directly with the management of Midwest about this merger. Since the Midwest management has been entrenched in their refusal to meet with us, we are making this offer directly to the Midwest shareholders (the actual owners of the company) to move forward and bring these two airlines together. - How much is AirTran now offering for Midwest? What is the total value?
AirTran’s tender offer to acquire all outstanding shares of Midwest Air Group is for $13.25 per share. This offer consists of $6.625 in cash and 0.5884 shares of AirTran common stock. This offer represents a premium of 61% over the 30 day average closing price of Midwest common stock on October 20, 2006, AirTran’s initial offer date. This offer is a 46% premium over the original offer of $11.25. The total value of the transaction is $345 million. - How is the tender offer different from what AirTran announced in December?
In December we announced that AirTran had made an offer to the Management and Board of Directors of Midwest to merge our two companies. Midwest management did not accept this offer and instead they have refused to meet with us or discuss our merger proposal. This tender offer is made directly to the shareholders of Midwest Air Group to allow the actual owners of the company to decide if they would like to accept our offer. -
Why is AirTran raising the price for Midwest?
There are two issues. First, we have always felt that if we were given the opportunity to sit down with Midwest management and do our due diligence it was likely we would identify a higher value associated with combining our two companies and thus enable us to increase our offer. Second, based on analysis and discussions with some of Midwest's larger, institutional shareholders, we determined that it was appropriate to increase our offer price. -
What are the Terms and Conditions of the Offer?
There are a number of standard and regulatory terms and conditions included in our tender offer. Of particular importance in this situation is that the tender offer is contingent on the Midwest Board of Directors disarming their "poison pill" provision and that all provisions of the Wisconsin Control Share Act and Wisconsin Business Combination Statue have been met. - Does the Midwest "Poison Pill" automatically block AirTran's tender offer?
No, a "poison pill" is an anti-takeover provision that Midwest adopted some years ago. In essence, it is a tactic that the Midwest Board may use as leverage in a negotiation with a buyer like AirTran. - How does a Midwest Shareholder tender their shares?
To tender Midwest shares, the shareholder or broker must deliver the certificates representing the shares, together with a completed letter of transmittal, to the exchange agent, Innisfree M&A, Inc., within the time frame of the offer. Detailed information on the process is contained with the Form S-4 registration statement, which can be obtained at www.airtran.com/midwest or www.sec.gov or by calling (877) 456-3422. - How long is the offer available?
The exchange offer is scheduled to expire at 11:00 pm, Milwaukee time, on Thursday, February 8, 2007, unless the tender offer is extended. - What happens next and where can I get additional information?
AirTran executives will be communicating with Midwest shareholders, industry analysts, the press and many others on the details, terms and conditions of our tender offer. The most updated, reliable resource for ongoing information is the special section on our web site, www.airtran.com/midwest.
THIS DOCUMENT SHALL NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL, WHICH MAY BE MADE ONLY PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL FILED TODAY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF MIDWEST SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT COMPLY WITH THE LAWS OF THAT JURISDICTION.