Spirit To Delay Shareholder Vote Again After Frontier Request

Spirit Airlines has announced yet another delay to the Frontier vote, which was set to take place on July 15th at the “Special Meeting of Stockholders.” Spirit said the latest delay was in response to a written request from Frontier, making it the fourth time that the important vote has been postponed. The airline said it would ‘reopen and immediately adjourn’ the scheduled meeting. Members will reconvene on July 27th, 2022, at 11 AM ET.

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The shareholder vote to ratify Spirit’s proposed merger agreement with Frontier was initially set to take place on June 10th, but was delayed to June 30th following a fresh proposal by JetBlue Airways. Following nothing short of a bidding war between JetBlue and Frontier, the date was further pushed back to July 8th, giving Spirit’s shareholders more time to deliberate. The third delay came less than a week ago, pushing the date further ahead to July 15th.


The crucial vote has been delayed four times now. Photo: Getty Images

Vote delayed on request from Frontier

In a letter addressed to Spirit Airlines, Frontier’s Chief Executive Officer Barry Biffle asked for the vote to be further delayed to July 27th. Biffle stated,

“We still remain very far from obtaining approval from Spirit stockholders based on the proxy data we received as of July 8, 2022. We note that you have unilaterally further extended the timeline for your stockholder meeting until July 15, 2022 in order to, among other things, solicit additional proxies, but we believe that additional time will be needed. To that end, Frontier hereby requests that Spirit adjourn its stockholder meeting until 11:00 am ET on July 27, 2022 in order to permit additional time to solicit additional voting proxies in favor of the transaction.”

Biffle also reiterated Frontier’s commitment towards the deal and said the airline would not propose any additional modifications to the financial terms of the merger agreement. As it stands, Frontier’s final cash-and-stock offer provides $4.13 per share, while the stock element proposes offering 11.9 Frontier shares for every Spirit Airlines share, taking the total value of the deal to approximately $2.4 billion.

Meanwhile, JetBlue’s latest offer stands at $3.7 billion. Unlike Frontier, JetBlue isn’t offering any stocks to Spirit’s shareholders. Therefore, the Frontier deal is technically a merger, while JetBlue’s offer constitutes an outright takeover of Spirit Airlines.

JetBlue’s all-cash offer outvalues that of Frontier by more than $1 billion. Photo: Getty Images

Spirit board sticks to its recommendation

Over the last month, numerous attempts have been made by both parties interested in Spirit Airlines to sway the shareholders’ vote in their favor. Frontier and JetBlue both have endorsed ‘independent’ reports by proxy advisory firms asking shareholders to vote in their favor. They have even raised their offers several times, leaving Spirit’s shareholders with much to think about.

However, as Simple Flying reported a few days ago, Frontier Airlines pretty much put an end to the bidding war by refusing to increase its offer any further. Amid all the noise, Spirit’s Board of Directors has been consistently in favor of the Frontier merger and has asked its shareholders to vote YES on numerous occasions. It will be interesting to see which way the shareholders sway on July 27th. That is if the vote isn’t postponed once again.

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