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Transat A.T. Inc., confirmed that it has taken note of Pierre Karl Péladeau’s press release dated Aug. 19, 2019 regarding his recommendation to shareholders with respect to the arrangement with Air Canada. Transat notes that pursuant to this press release, no offer to acquire Transat has been made by Péladeau or any of his business associates.
Absence of an alternative offer
The arrangement with Air Canada is the result of a rigorous and diligent process by Transat’s board of directors supported by financial and legal advisors over a period of more than six months. Transat has never received any offer from Péladeau or any of his business associates to acquire Transat, and this, despite the April 30, 2019 announcement to the effect that Transat was in preliminary discussions with more than one party interested in acquiring it. Since the execution of the arrangement agreement with Air Canada on June 27, 2019, Péladeau or any other interested party could have made an offer to Transat, in the manner specifically provided for in the arrangement agreement. The process contemplated permits the offeror under any qualifying offer to undertake the necessary due diligence. Transat has not received any such offer to date.
Essentially, as no other offer has been received, its shareholders have the choice between on the one hand, receiving $18 in all-cash consideration for each Transat share they hold, or on the other hand, bearing the risks associated with the implementation of Transat’s strategic plan. There is currently no concrete alternative transaction on the table.
The arrangement with Air Canada benefits all its stakeholders, notably its travellers, by enhancing route offerings, frequencies, connection times and leisure travel options; its communities, by maintaining the Transat head office and its key functions in Montréal and by introducing additional regional and U.S. networks allowing for Montreal to become a leading global hub; and its employees, by providing better job security and additional development opportunities through greater growth prospects.
In view of the above and for the reasons described in Transat’s management proxy circular dated July 19, 2019, Transat’s board and the special committee of the board, supported by its legal and financial advisors, continue to unanimously reiterate that the arrangement with Air Canada is in the best interest of Transat and its stakeholders and is fair to its shareholders, and unanimously recommend that Transat shareholders vote for the special resolution approving the plan of arrangement with Air Canada.
