Spirit Airlines Announces Recommendations from ISS and Glass Lewis Asking Shareholders to Vote FOR Proposed Merger with JetBlue

Special meeting of Spirit shareholders to be held on October 19, 2022

MIRAMAR, Florida, October 6, 2022–(BUSINESS WIRE)–Spirit Airlines, Inc. (“Spirit” or the “Company”) (NYSE: SAVE) today announced that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co (“Glass Lewis”) recommended that Spirit shareholders vote FOR the merger agreement with JetBlue Airways Corporation (“JetBlue”) (NASDAQ: JBLU).

“We appreciate the two leading proxy advisory firms recognizing that the merger agreement with JetBlue is the best way forward for Spirit, creating significant value for our shareholders and enhancing our ability to grow and compete with U.S. carriers. dominant,” said Ted Christie, President and CEO of Spirit. “In its recommendation, ISS highlighted the significant financial protections for shareholders as well as the compelling cash bonus. Glass Lewis recognized shareholders on the record date of the meeting to receive expedited payment from JetBlue in the amount of $2.50 per Spirit share. We continue to make progress on closing the transaction and look forward to our special meeting of shareholders later this month.”

Spirit has convened the special meeting of shareholders (the “Special Meeting”) to approve the proposed merger with JetBlue on Wednesday, October 19, 2022 at 9:00 a.m. Eastern Time. All shareholders of record at the close of business on September 12, 2022 are entitled to vote at the special meeting.

About the mind

Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We are the leader in providing customizable travel options from an unbundled fare. This allows our guests to only pay for the options they choose – like bags, seat assignments and refreshments – something we call Á La Smarte. We enable our customers to venture further and discover more than ever before. Our Fit Park® is one of the youngest and most fuel efficient in the United States. We serve destinations across the United States, Latin America and the Caribbean and are committed to giving back and improving these communities. Come save with us at spirit.com.

Forward-looking statements

Certain statements in this press release, including statements regarding JetBlue, Spirit, the proposed transaction and other matters, contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which represent the beliefs and assumptions of JetBlue’s management regarding future events. These statements are intended to qualify for the “safe harbor” of liability established by the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “expects”, ” plans”, “intends”, “anticipates”, “indicates”, “remains”, “believes”, “estimates”, “plans”, “directs”, “perspective”, “may”, “will”, “should”, “seeks”, “goals”, “targets”” and similar expressions are intended to identify forward-looking statements. In addition, forward-looking statements include statements that do not relate solely to historical facts, such as statements that identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to JetBlue and Spirit. Actual results may differ materially from those expressed in forward-looking statements due to many factors, including, without limitation, those listed in JetBlue’s and Spirit’s filings with the Securities and Exchange Commission (“SEC”). of the United States, matters of which JetBlue or Spirit may not be aware, the coronavirus pandemic, including new and existing variants, the outbreak of any other disease or similar public health threat that affects demand or travel behavior, the occurrence of any event, change or other circumstance which may give rise to the right of JetBlue or Spirit or both to terminate the Merger Agreement; failure to obtain applicable regulatory or Spirit shareholder approval timely or otherwise and the potential financial consequences thereof; failure to satisfy other conditions to closing the proposed transactions; the failure of the parties to complete the proposed transaction; JetBlue’s ability to finance the proposed transaction and the indebtedness JetBlue expects to incur in connection with the proposed transaction; the possibility that JetBlue may not be able to achieve expected synergies and operational efficiencies on schedule or at all and successfully integrate Spirit’s operations with those of JetBlue, and the possibility that such integration be more difficult, longer or more costly than expected or that operating costs and business disruption (including, without limitation, disruption of employee, customer or supplier relationships) may be greater material than expected in connection with the proposed transaction; failure to realize the anticipated benefits of the combined operations; demand for the services of the combined company; the growth, evolution and competitive landscape of the markets in which the combined business participates; expected seasonal trends; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes in business or employee relationships, including those resulting from the announcement or completion of the transaction; risks relating to investors’ and rating agencies’ perceptions of each of the parties and their respective businesses, operations, financial condition and industry; risks relating to the potential impact of general economic, political and market factors on the companies or the proposed transaction; continues and the increase in costs related to the security of computer networks. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on such statements. Further information regarding these and other factors is contained in JetBlue and Spirit’s filings with the SEC, including, but not limited to, JetBlue and Spirit’s 2021 Annual Reports on Form 10-K and their quarterly reports on Form 10-Q. In light of these risks and uncertainties, the forward-looking events discussed in this press release may not occur. The forward-looking statements of JetBlue and Spirit included in this press release speak only as of the date the statements were written or recorded. JetBlue and Spirit undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise.

Additional important information and where to find it

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be considered a solicitation document regarding the proposed merger between JetBlue and Spirit. In connection with the proposed transaction, Spirit filed a definitive proxy statement with the SEC on September 12, 2022. JetBlue and Spirit also plan to file other relevant documents with the SEC relating to the proposed transaction. INVESTORS AND SHAREHOLDERS ARE ADVISED TO CAREFULLY READ THE PROXY CIRCULAR (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED BY JETBLUE OR SPIRIT WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN INFORMATION MATERIAL ABOUT JETBLUE, SPIRIT, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders may obtain free copies of the proxy statement and other documents filed with the SEC by JetBlue and Spirit through the website operated by the SEC at www.sec.gov. In addition, investors and shareholders may obtain free copies of the proxy statement and other documents filed with the SEC by JetBlue and Spirit at JetBlue’s Investor Relations website at http ://investor.jetblue.com and on Spirit’s Investor Relations website at https://ir.spirit.com.

Participants in the solicitation

JetBlue and Spirit, as well as certain of their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the proposed transaction. Information regarding JetBlue’s directors and officers is contained in JetBlue’s definitive proxy statement, which was filed with the SEC on April 7, 2022, and in JetBlue’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 22, 2022. Information regarding the directors and officers of Spirit is contained in Spirit’s definitive proxy statement, which has been filed with the SEC on March 30, 2022. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available.

No offer or solicitation

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20221005005939/en/

contacts

Spirit Investor requests:

ByAnne Gabel
(954) 447-7920
[email protected]

Okapi Partners LLC
Bruce Goldfarb/Jason Alexander
(212) 297-0720
[email protected]

Spirit Media Inquiries:

Erik Hofmeyer
[email protected]

Where

Global FGS
Andrew Cole / Robin Weinberg / Emily Claffey / Columbia Clancy
(212) 687-8080
[email protected]

About Jean R. Manzer

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