HomeBusinessFrontier Asks Spirit Airlines to Further Delay Shareholder Vote on Deal

Frontier Asks Spirit Airlines to Further Delay Shareholder Vote on Deal



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Group Holdings Inc. said it still needs more time to garner support for its bid to merge with

Spirit Airlines Inc.,

SAVE -1.61%

and asked for Spirit’s shareholder vote on the deal to be pushed back once again.

Frontier Chief Executive

Barry Biffle

said in a letter dated Sunday to Spirit CEO

Ted Christie

that the latest data indicates that Frontier and Spirit are “very far” from obtaining shareholder approval for their merger. Frontier believes it will need more time to win shareholder approval of the deal, Mr. Biffle said, as rival


JBLU -2.19%

Airways Corp. mounts a rival offer for Spirit.

Mr. Biffle asked that Spirit delay the shareholder vote to July 27 if Spirit hasn’t received enough votes in favor of the Frontier deal by July 15. He said Frontier’s latest offer for Spirit late last month was its “last, best and final” offer.

Frontier CEO Barry Biffle speaking at a conference in May.


Andy Davis for The Wall Street Journal

Spirit didn’t immediately respond to a request for comment. If Spirit agrees to push back the vote, currently slated for July 15, it will be the fourth time Spirit has put off the shareholder referendum on its planned sale to Frontier, which was first announced in February.

Shares of Frontier, JetBlue and Spirit all slipped at least 2% in morning trading amid a broad market decline.

Either deal for Spirit would result in the creation of the fifth-largest U.S. airline.


Scott Olson/Getty Images

Spirit shareholders are considering whether to accept Frontier’s cash-and-stock bid, worth roughly $2.6 billion, over JetBlue’s competing offer that values Spirit at $3.7 billion. Either deal would result in the creation of the fifth-largest U.S. airline.

JetBlue sought to upend a planned merger between Spirit and Frontier, two discount airlines, when it swooped in with a competing all-cash offer in the spring. The bidding war escalated in recent weeks as Frontier and JetBlue sought to one-up each other, bolstering the breakup fees they would be willing to pay if regulators blocked the deal and sweetening offers with promises of immediate cash payments. The airlines also have traded allegations that the other side has made misleading claims.

JetBlue has been appealing directly to Spirit’s shareholders with a continuing tender offer for their shares, in hopes of pressuring Spirit’s management to negotiate. JetBlue last month extended its tender offer to July 29.

With Frontier and JetBlue both locked in a battle for Spirit Airlines, WSJ’s George Downs explains why the low-cost carrier is coveted by each airline and what a deal could mean for your travel plans. Illustration: George Downs

In his letter, Frontier’s Mr. Biffle asked Spirit’s board to publicly confirm its commitment to Frontier’s offer amid continued pursuit by JetBlue.

“Should the Spirit Board of Directors conclude that it would instead desire to pursue an alternative transaction with JetBlue, we would appreciate being advised of that determination,” Biffle wrote, adding that Frontier would consider waiving its right to match JetBlue’s offer “under appropriate circumstances.”

Write to Will Feuer at [email protected] and Alison Sider at [email protected]

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