Having no luck with the board of Spirit Airlines, JetBlue has moved on to Spirit’s shareholders. The board of the US no-frills airline signed up to an all-stock merger with arch-rival Frontier in February. That valued Spirit at nearly $7bn in aggregate. Two months later, JetBlue crashed that party by offering a big premium, all-cash bid for Spirit.
Normally, JetBlue’s gambit would work; cash beats the risk of taking shares and hoping for upside further down the road. Not this time. The result is a rare outcome these days: a hostile bid of sorts.
The board of Spirit believed the regulatory risk was too great with JetBlue and instead stuck with Frontier’s lower offer. On Monday, JetBlue, undaunted, launched a tender offer to acquire Spirit shares in defiance of the board. JetBlue is asking Spirit shareholders to vote against the Frontier deal.
US corporate governance places decision-making power in the hands of directors who then act on behalf of shareholders. JetBlue believes it can upend that. But the objections of the Spirit board will continue to bear weight, even if it is unseated as the ultimate decision maker on the transaction.
Spirit directors believe the competition authorities would reject the JetBlue deal because operations overlap too much. JetBlue naturally disagrees with that assessment.
Neither Spirit nor JetBlue knows for sure how a review would play out. Negotiations between the two companies about how to allocate regulatory risk have therefore broken down over termination fees and how to deal with such extreme remedies as divestitures.
JetBlue is unlikely to win Spirit via a no-holds-barred hostile bid of the old school. Its tender offer and “vote no” campaign are simply pressure tactics to bring the Spirit board to the table. Elon Musk similarly forced Twitter to capitulate by threatening to go direct to shareholders.
Spirit shareholders remain unimpressed. The shares trade a third below the JetBlue offer. As for the other investors JetBlue should care about, its own stock price fell nearly 5 per cent on Monday signalling justified unease about the pursuit of Spirit.