Shareholders and option-holders of WestJet Airlines Ltd have voted to approve its deal to be acquired by Canadian private equity firm Onex Corp. More than 92.5 percent of the votes cast at a special meeting were in favor. In May, Onex offered to buy Calgary-based WestJet, Canada’s second-largest airline carrier, for C$3.5 billion or C$5 billion including debt. The transaction is expected to wrap up later this year. Established in 1996, WestJet provides scheduled service to more than 100 destinations in the Americas and Europe and to more than 175 destinations in over 20 countries through partnerships.
PRESS RELEASE
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: (see table and notes here).
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.
About WestJet
Together with WestJet’s regional airline, WestJet Encore, we offer scheduled service to more than 100 destinations in North America, Central America, the Caribbean and Europe and to more than 175 destinations in over 20 countries through our airline partnerships. WestJet Vacations offers affordable, flexible vacations to more than 60 destinations and the choice of more than 800 hotels, resorts, condos and villas. Members of the WestJet Rewards program earn WestJet dollars on flights, vacation packages and more. Members use WestJet dollars towards the purchase of flights and vacations packages to any WestJet destination with no blackout periods and have access to Member Exclusive fares offering deals to WestJet destinations throughout our network and those of our partner airlines.
WestJet is proud to be recognized for three consecutive years as Best Airline in Canada (2017-19) and awarded among travellers’ favourite Mid-Sized Airlines in North America (2019). From 2017-2018, WestJet was also awarded among travellers’ favorite Mid-Sized and Low-Cost Airlines in North America. The airline was also recognized among the Economy Class winners in North America, 2018. All awards are based on authentic reviews from the travelling public on TripAdvisor, the world’s largest travel site. We are one of very few airlines globally that does not commercially overbook.