WestJet Airlines Ltd. (“WestJet”)(TSX: WJA) has entered into a definitive agreement that provides for its acquisition in an all-cash transaction. Under the terms of the agreement, Onex Corporation (“Onex”)(TSX: ONEX) and its affiliated funds will acquire all outstanding shares of WestJet forÂ $31.00Â per share, after which WestJet will operate as a privately-held company. The purchase price represents a 67% premium to Friday’s closing share price and a 63% premium to WestJet’s 20-day volume-weighted average trading price. The transaction value is approximatelyÂ $5 billionÂ including assumedÂ debt.
– Since our first flight in 1996, WestJet has been singularly focused on providing better options for the Canadian travelling public and this transaction retains that commitment, saidÂ Clive Beddoe, WestJet’s Founder and Chairman.
– I am particularly pleased that WestJet will remain headquartered inÂ CalgaryÂ and will continue to build on the success that our 14,000 WestJetters have created. Onex’ aerospace experience, history of positive employee relations and long-term orientation makes it an ideal partner for WestJetters, and I am excited about our future.”
– WestJet is one ofÂ Canada’sÂ strongest brands and we have tremendous respect for the business thatÂ Clive BeddoeÂ and all WestJetters have built over the years. WestJet is renowned internationally for its unparalleled guest experience and employee culture. We’re thrilled to be partnering with WestJetters and continuing this remarkable Canadian success story,Â saidÂ Tawfiq Popatia, a Managing Director at Onex.Â
Ed Sims, WestJet’s President and Chief Executive Officer, said:
– We are delighted to continue the journey of building an airline based on a growing network, providing competitive airfares and more choice to, from and withinÂ Canada, for communities large and small. Integral to this relationship is a commitment to our employees, and our unique ownership-driven culture.”
The investment will be led by Onex Partners, Onex’ private equity platform focused on larger investment opportunities.
Recommendation of the WestJet Board of Directors
Following an approach by Onex in March 2019, the WestJet board of directors formed a special committee of independent directors to provide the Board with its advice and recommendations with respect to the proposal from Onex and the transaction, and to supervise the negotiation of the terms and conditions of the transaction. After an extensive review of the proposed transaction, the special committee provided its unanimous recommendation of the transaction to the WestJet board of directors. The WestJet board of directors, having received and considered the recommendation of the special committee, determined that the transaction is in the best interests of WestJet and unanimously recommends that WestJet shareholders vote in favour of the transaction at the special meeting of shareholders to be held to approve the transaction.
Each of CIBC Capital Markets and BofA Merrill Lynch has provided the WestJet board of directors with an opinion to the effect that, as of May 12, 2019, the consideration to be received by holders of WestJet shares in the transaction was fair, from a financial point of view, to such holders, in each case subject to the respective limitations, qualifications, assumptions and other matters set forth in such opinions.
Each of the directors and executive officers of WestJet has entered into a voting support agreement pursuant to which each has committed to vote in favour of the transaction.