N917ME From United States of America, joined Feb 2005, 730 posts, RR: 1 Posted (7 years 8 months 1 week 5 days 19 hours ago) and read 5714 times:
To: All Midwest and Skyway Airlines Employees
Date: April 13, 2007
From: Timothy E. Hoeksema
Subject: Board Determines Revised AirTran Offer Is Inadequate
This morning we are announcing that the board of directors of Midwest Air Group unanimously recommends that Midwest's shareholders reject AirTran Holdings' revised offer to acquire all outstanding shares of Midwest and advises shareholders not to tender their shares to AirTran.
The board reached its conclusion after discussions with its legal and financial advisors and careful consideration -- including a thorough evaluation of the revised AirTran offer, the various alternatives available to Midwest, and Midwest's long-term strategic plan.
Our board determined that AirTran's revised offer does not take into account the long-term value of our strategic plan. The board believes that Midwest's future holds great promise and that the best interests of all stakeholders lies in Midwest continuing to execute its plan. As the true owners of the company, Midwest shareholders should benefit from the company's long-term plans to continue to create value.
We filed an amendment to Schedule 14D-9 with the Securities and Exchange Commission today, which sets forth the reasons for the board's recommendation and related information. These reasons include:
AirTran's revised offer is inadequate and does not fully reflect the long-term value of Midwest's strategic plan, including its strong market position and future growth prospects.
The board received an oral opinion from Goldman, Sachs & Co. on April 12, 2007, that as of that date, the revised offer was inadequate from a financial point of view to Midwest's shareholders (other than AirTran and its affiliates).
The board believes that Midwest's strong operating performance in 2006 provides clear evidence of the strength of the strategic plan. Achievements in 2006 include traffic growth of 21.5%, unit revenue growth of 12.5% and yield improvement of 5.4%. This strong revenue performance, combined with Midwest's successful cost-reduction efforts, generated a $66 million improvement in operating income for 2006 compared with 2005.
The board noted that the performance of Midwest stock was further evidence of the success of Midwest's strategy, as the price of the stock increased by 61% in 2006 prior to the public disclosure of the AirTran proposal.
The board maintains that Midwest's strategic initiatives, both those recently implemented and those planned for the future, will provide the foundation for profitable growth in 2007 and the years ahead. Recent strategic initiatives include the establishment of a regional flying agreement with SkyWest, Inc.; the decision to put two additional MD-80s into service beginning in mid-2007; the hedge of approximately 90% of Midwest's 2007 fuel requirements; and numerous service enhancements implemented since the beginning of this year.
In recommending rejection of the revised offer, the board considered Midwest's updated forecast, which reflects the preliminary results of the first quarter and other developments over the past three months.
The board believes that the timing of AirTran's attempts to take over Midwest is opportunistic and the revised offer is disadvantageous to Midwest's shareholders. In particular, the board believes that:
AirTran's attempts to acquire Midwest are timed to take advantage of the significant strategic initiatives undertaken and investments made by Midwest during the recent down cycle in the airline industry. The board believes that industry market conditions will continue to improve and increasingly favor high-quality carriers like Midwest, and that AirTran timed the revised offer to acquire Midwest before these factors are fully reflected in Midwest's share price.
As of March 31, 2007, Midwest had approximately $171 million of cash, representing more than $6.50 per share. According to AirTran, the cash portion of the revised offer and related expenses is approximately $240 million. Therefore, Midwest's cash on hand represents more than 70% of the cash estimated by AirTran necessary to complete the proposed acquisition.
If the synergies AirTran claims will result from the proposed combination are realized as AirTran projects, the resulting benefit to the combined company is not reflected in the value of the consideration that would be received by Midwest's shareholders under the revised offer.
As of December 31, 2006, Midwest had approximately $23 million in net operating loss tax benefit. A change in control of Midwest could diminish or delay the realization of this benefit.
The value of the consideration being offered by AirTran is uncertain and highly dependent on the value of AirTran's common stock.
In assessing the potential consideration to be received under the revised offer, the board noted the recent stock price performance of AirTran. During the past 12 months, AirTran's stock price has declined by 29% compared to a 158% increase in Midwest's stock price and an approximate 22% increase in an index of network carrier stock prices (which consists of AMR Corp., UAL Corp., Alaska Airlines, Continental Airlines and US Airways).
Under Wisconsin law and Midwest's Articles of Incorporation, the board is authorized to consider the interests of stakeholders of Midwest other than its shareholders -- including employees, suppliers, customers and the communities it serves – when considering an offer of this type.
The board believes that AirTran's plans to operate the combined company are not credible and would not serve the interests of all stakeholders. The lack of a credible plan creates uncertainty about how those interests would actually be served by the combined company.
As noted above, the board took into account the company's updated forecast. While solidly ahead of the same period in 2006, first quarter 2007 revenue performance was slightly below plan. Midwest expects to report a profitable first quarter on a GAAP (Generally Accepted Accounting Principles) basis. It expects its first quarter loss on a non-GAAP basis to be slightly greater than the loss reported last year on a GAAP basis. Therefore, Midwest now expects its full year 2007 non-GAAP earnings per diluted share to fall in the range of $1.30 to $1.50.
In light of comments received from the staff of the SEC, the board also established a new record date for its Annual Meeting of Shareholders of May 11, 2007 and a new date for its annual meeting of June 14, 2007.
This letter contains forward-looking statements about the results expected under the company's strategic plan and that otherwise may state the company's or management's intentions, hopes, beliefs, expectations or predictions for the future. Words such as "projecting," "expect," "should," "anticipate," "believe," "estimate," "goal," "plan," "objective" or similar words are intended to identify forward-looking statements. It is important to note that the company's actual results could differ materially from the projected results contained in these forward-looking statements. Factors that may cause such a difference to occur include, but are not limited to, fees and expenses incurred in connection with AirTran's unsolicited exchange offer and the risk factors described in "Item 1A. Risk Factors" in the company's "Annual Report on Form 10-K" for the year ended December 31, 2006.
Quickmover From United States of America, joined Mar 2004, 2501 posts, RR: 0
Reply 4, posted (7 years 8 months 1 week 5 days 17 hours ago) and read 5532 times:
So I take it from this press release that they still are not even going to talk with FL? I guess this strategy has worked so far to keep higher bids coming, but I'd hate to be management or on that board if the bid gets pulled.
TOLtommy From United States of America, joined Dec 2003, 3308 posts, RR: 5
Reply 7, posted (7 years 8 months 1 week 5 days 17 hours ago) and read 5489 times:
Quoting Quickmover (Reply 4): but I'd hate to be management or on that board if the bid gets pulled.
What is your basis for that statement? If you read the letter above, you'll see that its the YX cash that is paying for the transaction. YX shareholders really are not getting much out of this. I haven't seen a reason yet for YX to agree to the merger.
Quickmover From United States of America, joined Mar 2004, 2501 posts, RR: 0
Reply 9, posted (7 years 8 months 1 week 5 days 17 hours ago) and read 5389 times:
Airtran recently said this was their last offer. I would suspect that the institutions might have a different view than Tim & co. Octavian, a 5% holder, wanted talks to start with FL when the bid was $13. Now the bid is over $15 and MEH slams the door again? I may be wrong, but the institutions will now become more vocal. If the bid is pulled, I wouldn't be surprised to see MEH under $10. Institutions don't leave 5 points on the table no matter who you are or what your plan is.
I might add, Tim's plan is now a revised 1st quarter loss for MEH. Why would it be worth more than $15?
TVNWZ From United States of America, joined Feb 2006, 2411 posts, RR: 2
Reply 11, posted (7 years 8 months 1 week 5 days 16 hours ago) and read 5349 times:
Quoting Quickmover (Reply 10): Airtran recently said this was their last offer. I would suspect that the institutions might have a different view than Tim & co. Octavian, a 5% holder, wanted talks to start with FL when the bid was $13.
Octavian would. They are speculators. Quick buck and out. The institutions that control the company are not quick buck operations.
Sideflare75 From United States of America, joined May 2005, 613 posts, RR: 1
Reply 12, posted (7 years 8 months 1 week 5 days 16 hours ago) and read 5342 times:
Quoting Quickmover (Reply 10): Octavian, a 5% holder, wanted talks to start with FL when the bid was $13.
No they didn't.
From Octavian's letter to Tim.
Octavian does not currently believe that the AirTran proposal reflects the full value of Midwest. We do believe, however, that under the right terms a combination of the two companies makes enormous strategic sense, may bring material synergies, and would significantly de-risk the enterprise for its shareholders, employees, and customers. Octavian believes that a combined Midwest-AirTran could offer a remarkable opportunity to combine the management teams of two of the best run airlines in the country, achieve significant efficiencies, and stimulate more traffic and business in Milwaukee and other core markets. Importantly, as part of a larger company, Midwest would be less susceptible to and better able to deal with the very real threat of new competitive entrants into Milwaukee and would have the benefit of much greater stability in a volatile industry.
In the event AirTran were to materially increase its offer for Midwest Airlines to a level more reflective of the company’s value, we would strongly encourage and expect the board and management team of Midwest to abide by their fiduciary duties and immediately enter into good faith negotiations to effectuate a transaction.
Cubsrule From United States of America, joined May 2004, 23302 posts, RR: 20
Reply 13, posted (7 years 8 months 1 week 5 days 16 hours ago) and read 5331 times:
Quoting Quickmover (Reply 10): I would suspect that the institutions might have a different view than Tim & co. Octavian, a 5% holder, wanted talks to start with FL when the bid was $13. Now the bid is over $15 and MEH slams the door again? I may be wrong, but the institutions will now become more vocal.
As pointed out above, Octavian is just in this for short term profit. If the BoD knew that a lot of institutional investors were going to tender, why would they put out a letter like this?
Quoting Quickmover (Reply 10): If the bid is pulled, I wouldn't be surprised to see MEH under $10.
Why? The stock added about 60% between December 05 and December 06 (prior to the announcement of the merger). I wouldn't be surprised to see it settle in the $11-$12 range.
I can't decide whether I miss the tulip or the bowling shoe more
OttoPylit From , joined Dec 1969, posts, RR:
Reply 14, posted (7 years 8 months 1 week 5 days 16 hours ago) and read 5325 times:
Quoting Rj777 (Reply 5): When will AirTran just Give Up and Go Away? Midwest obviously wants to stay the way they are!
Unfortunately, Airtran doesn't know how to take a hint. If they did, it would save them the embarrassment of the pie on their face once this is done, if it ever is. Again, they don't know how to take a hint.
Quoting JBo (Reply 11): I believe AirTran had stated that this would be the final offer ... how much you want to hang on that statement is up to you.
I would bet my paycheck that this isn't the last YX has heard from FL. Airtran will still try to work something out, or make one last appeal to the shareholders, or even go so low as to beg to please come to the Airtran side of the argument. They tend to pitch fits like that when they don't get their way.
The BOD has made up its mind, FL's offer is inadequate. The shareholder's silence in pushing for the merger says that they agree with management, FL's offer is inadequate and they want to keep superior service in MKE and all of YX's cities, as compared to FL's shoddy service. With the exception of the Octavion Group, no other shareholder has any interest in merging.
Airtran, learn how to take a hint and save yourself even more embarrassment of being show the door...again. Just walk away.
The quicker the better. If you own any stock in any company, you are a speculator.
On another note, why does Tim keep saying Airtran's offer is "opportunistic"? I thought being opportunistic is the whole idea of running any business. Isn't finding good opportunities what a company should do? Should they go out and find a bad deal to buy so it won't be considered "opportunistic"?
Travatl From United States of America, joined Mar 2001, 2174 posts, RR: 7
Reply 16, posted (7 years 8 months 1 week 5 days 16 hours ago) and read 5266 times:
AirTran's response. Doesn't look like they're walking away any time soon.....
Facts and Shareholders Don't Matter at Midwest
Friday April 13, 11:23 am ET
AirTran Calls Midwest's Rejection of Recent Offer Irresponsible and Company's Growth Plan Delusional
ORLANDO, Fla., April 13 /PRNewswire-FirstCall/ -- AirTran Holdings, Inc. (NYSE: AAI - News), the parent company of AirTran Airways, today responded to Midwest's rejection of AirTran's enhanced offer and reiterated its commitment to its exchange offer for Midwest Air Group, Inc. (Amex: MEH - News), initially launched on January 11, 2007.
Joe Leonard, AirTran's chairman and chief executive officer stated, "We are disappointed, but unfortunately not surprised, that the Board of Midwest rejected our materially enhanced offer of $15 per share. This kind of behavior flies in the face of good corporate governance and is clearly irresponsible, demonstrating that the Board is derelict in its fiduciary duty to the Midwest shareholders."
As of yesterday's closing price of AirTran's stock, the airline's current offer is worth $15.75 per Midwest share, a substantial premium to the $8.13 the stock was trading at just prior to the public announcement of AirTran's offer.
"We have a difficult time believing their refusal to enter in discussions with us is based on price," said Leonard. "What is even more incredible is that the Board's rejection came after Midwest's management announced the company will miss, by a substantial amount, its 2007 earnings projection put forth only a few short weeks ago. Midwest is just over 100 days into the year, and already lowering its earnings guidance. How can any truly independent Midwest director vote for management's 'standalone, go-it-alone' plan that is already flawed and pass up, without even bothering to discuss with us, the value and certainty the AirTran offer provides?"
"We had hoped that the Board would demonstrate its fiduciary duty by entering into discussions with AirTran to learn more about our offer, which provides shareholders greater value, employees more jobs and career opportunities, passengers increased service at low fares, and the Milwaukee community a stronger hub with greater economic opportunities. Instead the Board of Midwest has chosen to support management's "Just Say No" policy, favoring the entrenchment of its long tenured executives over their obligations to their shareholders and other Midwest stakeholders."
"Moreover, we have outlined a comprehensive plan that demonstrates how AirTran would generate greater service, economic growth and jobs in Milwaukee than the 'stand-alone plan' -- strategic rationale does not appear to be a factor."
"Despite the Board's rejection, we will move forward with our exchange offer and pursue the election of our three nominees to fill positions on the Midwest board of directors at the now rescheduled June 14 annual meeting of the Midwest shareholders. We have already received an outpouring of support from Midwest shareholders who see the compelling benefits of bringing these two airlines together to create a highly efficient airline with a broad national network, better positioned for success in an increasingly competitive environment, and we look forward to hearing their voices on June 14 when they will make known their desire to either continue on the current plan which has reaped no material growth or profits in five years or join with AirTran to create a formidable competitor that will bring greater value to shareholders, jobs to employees, and growth for the Milwaukee region," concluded Leonard.
Midwest shareholders with questions about how to tender their shares may call AirTran's Information Agent, Innisfree M&A Incorporated, toll-free at 877-456-3422. (Banks and Brokers may call collect at 212-750-5833).
JBo From Sweden, joined Jan 2005, 2379 posts, RR: 0
Reply 17, posted (7 years 8 months 1 week 5 days 16 hours ago) and read 5251 times:
Quoting Joe Leonard: without even bothering to discuss with us, the value and certainty the AirTran offer provides?
And that's where the opportunistic part comes in. Joe seems absolutely convinced that his plan is certain for success in MKE, yet several on this board (especially Knope) have provided telling statistics of FL's past failed expansions.
There's no guarantee that FL's plan for MKE would be successful, so using a term such as "certainty" is somewhat misleading.
If Midwest wants to go it alone, let them. If they have the support of their shareholders, then let them do as they please. If the shareholders really felt Midwest was not doing their "fiduciary responsibility," they'd have tendered a long time ago.
I'd take the awe of understanding over the awe of ignorance any day.
DeltaDAWG From United States of America, joined May 2006, 782 posts, RR: 1
Reply 20, posted (7 years 8 months 1 week 5 days 14 hours ago) and read 5138 times:
Quoting DAYflyer (Reply 18): If Midwest goes it alone, the chance of failure is certainly far greater than they think.
I do not see FL letting go of this readily until after the Shareholder's meeting. If shareholders voice strong opposition to the merger then I see Joe dropping out but if there is a glimmer of hope coming out of the meeting then Joe is going to keep driving it until it is done.
Could it be that FL is stepping up the heat on YX by introducing the MKE-LAS routes? If they could get gate space how much more would they add to MKE or perhaps MCI?
Lightsaber From United States of America, joined Jan 2005, 13529 posts, RR: 100
Reply 21, posted (7 years 8 months 1 week 5 days 14 hours ago) and read 5105 times:
Its a bummer this was rejected without negotiation. Quite bluntly, this is one of the few airline mergers that makes sense. They do not have an overlapping route structure. Connecting ATL to MKE would be a large boon to connectivity for both airlines. The fleets are an easy matching... Economies of scale would improve.
The reality is that real estate is going to drag us down into a recession. Unless YX has a great plan to survive the midwest job downturn... they must secure more funding to be viable. FL has that funding. By the time they change their mind, FL will have "hunkered down" to grow organically only.
Societies that achieve a critical mass of ideas achieve self sustaining growth; others stagnate.
SpencerII From , joined Dec 1969, posts, RR:
Reply 22, posted (7 years 8 months 1 week 5 days 13 hours ago) and read 5033 times:
I would expect Airtran to flood the MKE market with additonal service soon, and dilute the yields that YX enjoys. I think if Airtran said "we are adding 5 new markets out of MKE, you would see a dramatic drop in the value of YX shares."
don't be surprised to see more activity on the part of airtran, with much lower fares.