jetBlue Mergers and Acquisitions Presentation Deck
jetBlue
Spirit shareholders should vote AGAINST the Frontier transaction and
also exercise appraisal rights they are entitled to under Delaware law
Section 262 of the Delaware General Corporation Law provides Spirit shareholders with appraisal
rights which could apply in the event the Frontier transaction is approved
The exercise of appraisal rights ultimately results in a court process in which a court will determine the fair
value of the Spirit shares and require that amount to be paid 100% in cash
Spirit is worth more than the value of the Frontier transaction; in determining the fair value of Spirit's
shares, the court would consider certain factors including standalone DCF values and that JetBlue's
superior all-cash proposal of $30 per share values Spirit at a significant premium to the Frontier
transaction
When Spirit shareholders perfect their appraisal rights and a court determines the appropriate stand alone
value for Spirit, the combined Frontier-Spirit will be required to pay that amount in cash to the dissenting
shareholders
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