Spirit Mergers and Acquisitions Presentation Deck
JetBlue Proposed a Poorly Thought-Out Transaction
Which It Has Yet to Fully Remedy
Despite the poorly thought-out proposal, Spirit's Board engaged extensively to understand if a superior offer was possible
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JetBlue's Initial Unsolicited Proposal on March 29:
x Initial proposal came 7 weeks after our announcement of a
definitive agreement with Frontier
× Despite speaking with Spirit several times over the years,
JetBlue never previously indicated any interest in a
combination
x After taking 7 weeks once the clock started ticking to
develop its proposal, JetBlue still did not bring a proposal
the Board could have said "yes" to
X Provided no compelling plan to resolve regulatory concerns
x Offer cannot close until regulatory approval is obtained,
which is highly unlikely
× Failed to include an agreement to terminate JetBlue's NEA
or commit to other concrete divestitures that would likely
be sufficient to obtain regulatory approval
Spirit's Response:
Immediately took the steps necessary under the merger
agreement to begin engagement with JetBlue
Entered into an NDA and hired external advisors to begin
extensive regulatory investigation
Committed significant financial and management resources
in a 4-week review of central issue - regulatory risk
Proposed contractual provisions which would have
addressed risks to Spirit shareholders
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