This article has been updated as of 9:15 a.m. EST.
Air Canada has agreed to increase the purchase price for the acquisition of all issued and outstanding shares of Transat, from $13 to $18 per share and have amended the Arrangement Agreement dated June 27, 2019 accordingly.
At the same time, the Tribunal administratif des marchés financier has blocked Groupe Mach's scheme, meaning that Mach is prohibited from acquiring any Transat shares under its Scheme, and it is forbidden from using any proxies associated with shares deposited under the scheme.
Mach is expected to return promptly to shareholders any shares already deposited by them to Mach under its scheme. The value of the all-cash transaction from Air Canada is approximately $720 million.
Air Canada has also entered into a lock-up and support agreement with Transat's largest shareholder, Letko Brosseau & Associates Inc., who beneficially owns or has control or direction over 7,277,104 Class B voting shares or approximately 19.3 per cent of all issued and outstanding shares of Transat.
Amendments to the Arrangement Agreement between Air Canada and Transat were unanimously approved by the Board of Directors of Transat and its Special Committee, and are included in an Amending Agreement that provides for the following:
- an increase in the price payable by Air Canada from $13 to $18 per share, for 100 per cent of all issued and outstanding Class A and Class B shares of Transat
- an increase in the break fee payable by Transat from $15 million to $40 million in case of termination of the agreement in certain circumstances, including upon acceptance of a Superior Proposal that is not matched by Air Canada
- a change to the definition of Superior Proposal under the Arrangement Agreement, from a third-party unsolicited bona fide written acquisition proposal, made at a firm price per share equal to or exceeding $14 to one that must be equal to or exceed $19 in cash
The terms and conditions of the Arrangement Agreement otherwise remain unchanged.
"After extensive consultations with Letko Brosseau and several other large shareholders of Transat, we agreed to materially increase our price to ensure the transaction receives the necessary level of support at the Special Meeting of Shareholders of Transat, said Calin Rovinescu, president and CEO of Air Canada. "We are therefore very pleased to have received Letko Brosseau's strong endorsement for our transaction. We know this achieves the best possible outcome for all stakeholders."
"For shareholders of Transat and Air Canada, the combination delivers excellent value, while also providing increased job security for both companies' employees through greater growth prospects. Air Canada intends to preserve the Transat and Air Transat brands and maintain the Transat head office and its key functions in Montreal. Travellers will benefit from the merged companies' enhanced capabilities in the highly competitive, global leisure travel market and from access to new destinations, more connecting traffic and increased frequencies. The Quebec economy will derive maximum advantage of having a Montreal-based, growth-oriented global champion in aviation, the world's most international business, spurring more employment and securing Montréal's position as a leader among world aviation centres."
"We are very pleased by the added stability brought about by Air Canada's increased bid as supported by Transat's largest shareholder, Letko Brosseau. We appreciate the time and energy that Air Canada has spent in extensive consultations with our shareholders, in addition to our own efforts, with a view to ensuring the best outcome for all stakeholders. This fully funded cash transaction is the ideal platform for Transat's continued presence and growth in Montreal. We look forward to joining forces with a proven and successful player in our highly competitive and complex industry," said Jean-Marc Eustache, president and CEO of Transat.
Transat has obtained fairness opinions from each of National Bank Financial and BMO Capital Markets that, as of August 11, 2019, subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the Transat shareholders pursuant to the Amending Agreement is fair to such shareholders from a financial point of view.
The rejection of Mach
Last week (Aug. 6), Transat announced that it would be filing a complaint with the Tribunal administratif des marchés financiers, regarding Groupe Mach Acquisition Inc.'s highly abusive, coercive, misleading and conditional offer to acquire 6.9 million Class B voting shares of Transat (the "Class B Shares") made on Aug. 2, 2019 (the "Scheme"), representing approximately 19.5 per cent of Transat's Class B Shares.
Notably, the Transat's board of directors and the special committee of the Board warns that Mach has made no commitment to acquire and pay for any of the shares deposited under its Scheme.
The Board of Directors of Transat reiterates that it urges shareholders to reject Groupe Mach's highly abusive, coercive, misleading and conditional scheme.
Voting for the arrangement will reject Groupe Mach's scheme.
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