JetBlue welcomed the determination by the Board of Directors of Spirit that JetBlue’s offer to acquire Spirit could reasonably be likely to lead to a “Superior Proposal” under the terms of its current merger agreement with Frontier.

“We are pleased the Spirit Board recognizes the compelling value for all stakeholders that JetBlue has offered,” said Robin Hayes, chief executive officer, JetBlue. “We believe JetBlue is the best partner for Spirit, and we look forward to engaging with the Spirit Board to finalize our combination, to create a national low-fare challenger to the four large dominant U.S. carriers that will result in lower fares and better service for customers. As a combined company, we expect we will be able to deliver superior value on a national scale to customers, crewmembers, communities, and shareholders.”

Under the terms of JetBlue’s offer, Spirit shareholders would acquire Spirit for $33 per share in cash, implying a fully diluted equity value of $3.6 billion and providing full and certain value to Spirit shareholders. The proposal represents a premium of 52% to Spirit’s undisturbed share price on February 4, 2022, and a premium of 50% to Spirit’s closing share price on April 4, 2022.

The offer is subject to negotiation and execution of a definitive merger agreement between JetBlue and Spirit and would be subject to approval of Spirit’s Board of Directors, and completion of the transaction would be subject to customary closing conditions, including receipt of required regulatory approvals and approval of Spirit’s stockholders. Completion of the transaction would not be subject to any financing condition.

Goldman Sachs & Co. LLC is serving as JetBlue’s financial advisor and Shearman & Sterling LLP is serving as JetBlue’s legal advisor.