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WestJet approvals in its proposed acquisition by Onex

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WestJet announces first regulatory approval in its proposed acquisition by Onex

 


News provided by

WESTJET, an Alberta Partnership

Jun 24, 2019, 17:15 ET


CALGARY, June 24, 2019 /CNW/ - WestJet Airlines Ltd. (TSX: WJA) ("WestJet") announced that Onex Corporation (TSX: ONEX) ("Onex") has received approval from the Minister of Transport (Canada) on the basis that the proposed acquisition of WestJet by Onex does not raise public interest issues as related to national transportation. 

WestJet and Onex entered into a definitive agreement on May 12, 2019, for the proposed acquisition of WestJet by Onex under a plan of arrangement pursuant to which each outstanding share of WestJet will be exchanged for $31.00 in cash (the "Arrangement").

Receipt of the Minister of Transport's approval is one of the conditions to closing of the Arrangement.

Ed Sims, WestJet President and CEO said, "We welcome the decision by the Minister of Transport, and we will continue to cooperate with the necessary authorities on the remaining regulatory approvals."

The Arrangement is still subject to other conditions to closing including other regulatory approvals, approval by the securityholders of WestJet at a special meeting to be held on July 23, 2019 and final approval of the Arrangement by the Court of Queen's Bench of Alberta.

Further information regarding the Arrangement is provided in WestJet's management information circular in respect of the special securityholders meeting. Assuming the approval of the Arrangement by WestJet's securityholders and the timely receipt of regulatory approvals, the transaction is expected to close in the latter part of 2019. 

Caution regarding forward-looking information

Certain information set forth in this news release including, without limitation, WestJet's and Onex's management's expectations with respect to: the anticipated timing for the special meeting to approve the transaction; the timing and anticipated receipt of required regulatory approvals; and the anticipated timing for closing the transaction, is forward-looking information within the meaning of applicable securities laws.  Forward-looking information may in some cases be identified by words such as "will", "anticipates", "expects", "intends" and similar expressions suggesting future events or future performance.

By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond WestJet's and Onex's control.  The forward-looking information contained in this news release is based on certain key expectations and assumptions made by WestJet, including expectations and assumptions concerning the receipt, in a timely manner, of regulatory, securityholder and court approvals in respect of the transaction.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release.  The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the transaction.  There are also risks that are inherent in the nature of the transaction, including failure to satisfy the conditions to the completion of the transaction and failure to obtain any required regulatory and other approvals (or to do so in a timely manner).  The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the transaction.  As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the transaction.  A comprehensive discussion of other risks that impact WestJet can also be found in WestJet's public reports and filings which are available under WestJet's profile at www.sedar.com.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information.  WestJet does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law. 

 

 

How the 737 Max grounding made WestJet cheaper for Onex

 
‎Today, ‎June ‎24, ‎2019, ‏‎3 hours ago | Canadian Aviation News

News provided by BNN Bloomberg – link to full article and video

April Fong, BNN Bloomberg, 24 June 2019

WestJet Airlines Ltd. (WJA.TO 0.17%) was on track to receive a higher price from its acquirer Onex Corp., but the private equity firm ultimately slashed its offer after Boeing 737 Max aircraft were grounded earlier this year, according to new documents.

Canada’s second-largest carrier announced in May that Toronto-based Onex had agreed to pay $31 a share to take WestJet private in a deal worth $3.5 billion. But in a circular to shareholders released Friday ahead of a vote on July 23, WestJet revealed that Onex originally indicated on March 25 that it would offer $35.75 per share.

Link to full article and video

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WestJet receives overwhelming securityholder support for its acquisition by Onex

 


News provided by

WESTJET, an Alberta Partnership

Jul 23, 2019, 18:07 ET

  •  

CALGARY, July 23, 2019 /CNW/ - WestJet Airlines Ltd. (TSX: WJA) ("WestJet") today announced that at a special meeting held today (the "Meeting"), its shareholders and optionholders overwhelmingly voted to approve its previously announced proposed transaction with Onex Corporation ("Onex") (TSX: Onex).  Of the votes cast at the Meeting, more than 92.5 per cent of shareholders and optionholders who voted were in favour of the proposed transaction.

WestJet and Onex entered into a definitive agreement on May 12, 2019 (the "Arrangement Agreement"), for the proposed acquisition of WestJet by Onex under a plan of arrangement, pursuant to which each outstanding share of WestJet will be exchanged for $31.00 in cash subject to the terms and conditions of the Arrangement Agreement (the "Arrangement"), following which WestJet will operate as a privately-held company.

Ed Sims, WestJet's President and Chief Executive Officer, said, "We are very pleased to obtain overwhelming support from our securityholders at today's special meeting. Receiving this support is an important step on our path to closing the transaction, and we continue to engage with the necessary authorities on the remaining approvals."

The total number of shares represented by shareholders present in person and by proxy at the Meeting was 69.2 million, representing approximately 60 per cent of WestJet's issued and outstanding Common Voting Shares and Variable Voting Shares. The total number of stock options represented by optionholders present in person and by proxy at the Meeting was 3.3 million, representing approximately 54 per cent of WestJet's issued and outstanding stock options.

Given that the total number of votes cast by or on behalf of holders of WestJet's Variable Voting Shares at the Meeting exceeded 25 per cent of the total number of votes cast at the Meeting, the results below reflect the fact that the vote attached to each Variable Voting Share has been automatically decreased to equal the maximum vote permitted per Variable Voting Share under WestJet's amended and restated articles of incorporation, which, in these circumstances was 0.48960, 0.45108 and 0.45272 of a vote per Variable Voting Share for each approval of the Arrangement Resolution (as defined below) noted below, respectively.

Holders of the requisite majorities of shares and options voted in favour of the special resolution to approve the Arrangement (the "Arrangement Resolution"), as follows:

Resolution

# Votes For

% Votes For

# Votes Against

% Votes Against

Arrangement Resolution(1)

53,200,695

92.53

4,293,311

7.47

Arrangement Resolution
(excluding certain insiders)(2) 

48,671,660

91.96

4,252,472

8.04

Arrangement Resolution(3)

48,863,787

91.99

4,252,490

8.01

(1)

More than 66 2/3 per cent of votes cast by shareholders and optionholders of WestJet, voting together as a single class, present in person or represented by proxy at the Meeting, voted in favour of the Arrangement Resolution, as required by the interim order of the Court of Queen's Bench of Alberta (the "Court").

(2)

More than 50 per cent of votes cast by shareholders of WestJet, voting together as a single class, present in person or represented by proxy at the Meeting, excluding those shareholders whose votes are required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voted in favour of the Arrangement Resolution, as required by the interim order of the Court.

(3)

More than 50 per cent of votes cast by shareholders of WestJet, voting together as a single class, present in person or represented by proxy at the Meeting, voted in favour of the Arrangement Resolution, as required by the TSX.

Detailed voting results for the meeting are available under WestJet's profile on SEDAR at sedar.com.

The Arrangement is still subject to other conditions to closing, including remaining regulatory approvals, and final approval of the Arrangement by the Court of Queen's Bench of Alberta.

Further information regarding the Arrangement is provided in WestJet's management information circular dated June 19, 2019 in respect of the Meeting. Assuming the timely receipt of the remaining regulatory approvals and Court approval, the transaction is expected to close in the latter part of 2019. 

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and now the bean counters are really in charge.

 

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Talking to somebody who joined WestJet in 1999, this deal will make them wealthier but they think the ghouls Onex is going to bring in are going to make Gregg look like "Jorgy Jorgenson" of Other People's Money.

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The only catch seems to be that Onex does not have the cash to purchase WestJet and will have to go into debt. 

Onex seeking $2.4 billion to fund WestJet buyout

  • 29 July, 2019
  • SOURCE: Flight Dashboard
  • BY: Sophie Segal
  • New York

An affiliate of private equity investor Onex is seeking to raise $2.4 billion in debt to fund the leveraged buyout of Canadian carrier WestJet.

Kestrel Bidco, formed by Onex, intends to raise a $2 billion first-lien secured term loan, which will be used to fund the purchase of the carrier along with CAD $1.65 billion ($1.25 billion) of common equity.

Kestrel Bidco, which will own all of WestJet when the deal closes, is also preparing to raise a new $350 million secured revolving credit facility.

Both deals launched on 26 July. The term loan, which matures in August 2026, is expected to price at Libor plus 300-325 basis points, Bloomberg data shows. The revolver will mature in 2024.

The transactions are rated 'BB+' by Fitch Ratings, 'Ba2" by Moody's Investors Service and 'BB-' by S&P Global Ratings. Kestrel Bidco received issuer ratings of 'BB-', 'Ba3' and 'B+', respectively.

Barclays is leading the deal. Joint bookrunners include Bank of Montreal, Bank of Nova Scotia, Citi, Morgan Stanley, RBC Dominion Securities, Toronto Dominion Bank and UBS.

Kestrel Bidco's debt structure will include the $350 million secured revolving credit facility, the $2 billion term loan and about C$520 million of export credit loans from the Export Development Canada (EDC), S&P Global writes in a report today.

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They have plenty of cash but are leveraging the balance sheet and existing credit history to use other people’s money to fund the purchase. Whether this turns into a good thing or not for the employees remains to be seen. It however worries me that further expansion will be funded by more debt issues.

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14 minutes ago, Jumpy said:

They have plenty of cash but are leveraging the balance sheet and existing credit history to use other people’s money to fund the purchase. Whether this turns into a good thing or not for the employees remains to be seen. It however worries me that further expansion will be funded by more debt issues.

Or maybe they will be content with the earnings from the present size of WestJet and use those to pay off the debt and of course bank profits.  

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Westjets model has always been growth for profit.  No growth no profit.

 

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2 hours ago, boestar said:

Westjets model has always been growth for profit.  No growth no profit.

 

Perhaps but there is a limit to growth and recent events even suggest that growth can / has resulted in reduced profits and even an occasional loss.  Going private will be interesting to watch.

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Canadian Competition Bureau approves WestJet’s proposed transaction with Onex

 
‎Today, ‎August ‎13, ‎2019, ‏‎51 minutes ago | Canadian Aviation News

Provided by WESTJET, an Alberta Partnership/CNW

westjet787.jpg?w=970

CALGARY, Aug. 13, 2019 /CNW/ – WestJet Airlines Ltd. (TSX: WJA) (“WestJet“) today announced that the Canadian Competition Bureau has granted unconditional approval for WestJet’s proposed transaction with Onex Corporation (“Onex“) (TSX: ONEX) (the “Arrangement“) by issuing a no-action letter.

Ed Sims, WestJet’s President and Chief Executive Officer, said, “Receiving unconditional approval from the Canadian Competition Bureau is another important step on our path to closing the transaction. We continue to engage with the relevant authorities on the remaining approvals.”

The Arrangement is still subject to other conditions to closing, including receipt of the remaining regulatory approvals.

Further information regarding the Arrangement is provided in WestJet’s management information circular dated June 19, 2019. The transaction is expected to close in the fourth quarter of 2019. 

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1 hour ago, Super 80 said:

I hear Virgin Australia's new CEO "isn't working out" and Mr. Sims is in the running to replace him.

Hmm he's in the area right now....

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