AC and TRZ Agree to Terminate Arrangement

[rudder]

One step closer.

Date of corporate closing is looking like Feb 15, 2021

[LittleNelly]

Wow 91% is a clear message. So AC will make the required remedies and get the deal done at this point.

What incentive does the federal government have to approve the deal? Remember they need to justify a public interest in overriding a scathing anti-competive report. What could it be at a cost of negative impact to the consumer and job elimination? Rewarding shareholders? That's not a good political strategy.

The ONLY justification is if Transat is going bye bye, which all the Transat employees say is not the case but the management seem to be arguing. Is management lying to investors? If not, why would AC even want to buy a bankrupt asset to only pour money into and give up the slots for something they already have when they can just wait until Transat disappears.

With another investor interested the government may just shut this down to the benefit of the public and the employees.

[Savage Poetry]

Can someone send me the SOP's for the 777? I would like to start studying early. Send me a pm and I will give you my e-mail. A pdf file would be nice.

[aerodude]

With another investor interested the government may just shut this down to the benefit of the public and the employees.

That's exactly what I was thinking. I would have said there is a good chance the merge would have been approved by goverment agencies but this lowered the chances of it now.

Also curious as to why the TRZ board didn't allow the competing bid to be publicized earlier, specially if the bid would have been a higher share price.

[GATRKGA]

Wow 91% is a clear message. So AC will make the required remedies and get the deal done at this point.

What incentive does the federal government have to approve the deal? Remember they need to justify a public interest in overriding a scathing anti-competive report. What could it be at a cost of negative impact to the consumer and job elimination? Rewarding shareholders? That's not a good political strategy.

The ONLY justification is if Transat is going bye bye, which all the Transat employees say is not the case but the management seem to be arguing. Is management lying to investors? If not, why would AC even want to buy a bankrupt asset to only pour money into and give up the slots for something they already have when they can just wait until Transat disappears.

With another investor interested the government may just shut this down to the benefit of the public and the employees.

I think you answered your own question.

Clearly transat is not going under regardless of the transaction which is why AC sees the need to still acquire them. Otherwise, to your point, why not just let them die?

This is a perceived desperation call by the shareholders so they can sell out and be done with this.

Likely they don’t want to deal with a post pandemic transat and rather be drinking French wine and dining on Bree cheese instead, even if it’s with significantly less money in their bank accounts.

Don’t worry Nelly, the most junior transat pilot will be your FO and you’ll get the chance to tell him how lucky he is the entire pairing.

[airboy1]

Can someone send me the SOP's for the 777? I would like to start studying early. Send me a pm and I will give you my e-mail. A pdf file would be nice.

Nope, im bidding for it first

[rudder]

Transat Clarifies Situation About Competing Proposals

Transat has received only one alternative proposal and it is NOT a "superior proposal" to the arrangement with Air Canada

Transat Board reconfirms its unanimous support FOR the acquisition by Air Canada

MONTREAL, Dec. 15, 2020 /CNW Telbec/ - Following recent media reports that potential competing proposals for the acquisition of Transat A.T. Inc. ("Transat" or the "Corporation") may have been made, Transat wishes to clarify the situation for shareholders and other stakeholders.

Receipt of Only One Alternative Proposal

In late November 2020 Transat received an unsolicited proposal from a private investor, who is not actively involved in the airline and tourism industries, (the "New Offeror") for the acquisition of all of the issued and outstanding shares of the Corporation (the "Competing Proposal").

Transat has not received any other acquisition proposal since August 11, 2019, the date of the last amendment to the original arrangement agreement with Air Canada. This agreement has since been replaced by a revised arrangement agreement with Air Canada dated October 9, 2020 (the "Air Canada Arrangement Agreement").
As is customary with these agreements and consistent with directors' fiduciary duties, the Air Canada Arrangement Agreement contains specific terms allowing the Board of Directors of Transat (the "Board") to consider an unsolicited acquisition proposal received prior to the special meeting and determine if such acquisition proposal constitutes a "superior proposal" and is in the best interest of Transat and its stakeholders and thus entitles the Board to terminate the Air Canada Arrangement Agreement under certain conditions.

Following receipt of the Competing Proposal in late November 2020, Transat entered into a confidentiality and standstill agreement with the New Offeror who was allowed to complete a legal and financial due diligence investigation of Transat with full access to all of the materials provided to Air Canada in the course of Air Canada's  due diligence investigations relating to the Air Canada Arrangement Agreement.

Transat also engaged in discussions with the New Offeror with a view to determining if such proposal could constitute a "superior proposal" under the terms of the Air Canada Arrangement Agreement.

Competing Proposal is NOT a Superior Proposal

The Board carefully and thoroughly examined the terms of the Competing Proposal, including the supplementary information obtained from its investigations of, and discussions with, the New Offeror with the assistance of its legal and financial advisors. After having done so, the Board unanimously determined, upon recommendation of the Special Committee, that the Competing Proposal was not in the best interest of Transat and its stakeholders and NOT a "superior proposal" as contemplated under the terms of the Air Canada Arrangement Agreement.

Upcoming Special Shareholder Meeting

The special meeting of shareholders of the Corporation called to vote on the arrangement with Air Canada is scheduled for 10:00 a.m. today.

Transat Board Reconfirms its Unanimous Support for the Arrangement with Air Canada

Transat's Board and the special committee of the Board, supported by their financial and legal advisors, reiterate their unanimous recommendation that the arrangement with Air Canada is in the best interests of Transat and its stakeholders and is fair to Transat shareholders, and unanimously recommend that shareholders:

Vote FOR the special resolution approving the Arrangement with Air Canada

Transat has retained Kingsdale Advisors to act as its strategic shareholder advisor and proxy solicitation agent, to answer information requests from shareholders and to assist in the submission of proxies and voting instructions. Communications with Kingsdale Advisors may be made by phone toll free within North America at 1-888-518-1552, or collect call outside North America at 416-867- 2272, or by e-mail at contactus@kingsdaleadvisors.com.
A copy of the management proxy circular of the Corporation dated November 12, 2020 and related Meeting materials were mailed to shareholders on November 13, 2020 and are also available on SEDAR under Transat's profile at www.sedar.com, on Transat's website or by contacting Kingsdale Advisors.

Air Canada Arrangement Agreement

Under the terms of the Air Canada Arrangement Agreement unanimously approved by the Board, Air Canada will acquire all issued and outstanding shares of Transat for $5.00 per share, payable at holders' option either in cash or shares of Air Canada, or a combination thereof. Air Canada shares issuable under the share exchange option will be issued at a fixed price of $17.47 per Air Canada share, representing a fixed exchange ratio of 0.2862 Air Canada share per Transat share.

For illustrative purposes only, on December 14, 2020, the closing price of the Air Canada shares on the Toronto Stock Exchange was $26.10. Based on that closing price, the implied purchase price for Transat would be $7.47 per share for shareholders selecting the share exchange option.

Letters of Transmittal and Election Forms

Registered shareholders wishing to receive the share consideration must return the Letter of Transmittal and Election Form, attached to Transat's management proxy circular dated November 12, 2020, to AST Trust Company (Canada), acting as the depositary, by 5:00 p.m. (Montréal time) on or before the date that is two business days prior to the date of completion of the proposed acquisition (the "Election Deadline"). Non-registered shareholders should carefully follow the instructions of the intermediary holding their shares on their behalf. Transat will include notice of the Election Deadline in a press release disseminated over newswire service in Canada at the latest on the business day immediately before the Election Deadline.

Investors who purchase shares of Transat shortly before the completion of the transaction are advised that they may not have sufficient time in order to submit a duly completed Letter of Transmittal and Election Form by the Election Deadline in respect of such shares and should consult with their broker, trust company or other intermediary and seek advice from their professional advisers in advance of any such trade.

If you have any questions or require further information about the procedures to complete your Letter of Transmittal and Election Form, please contact AST Trust Company (Canada), Transat's transfer agent and depositary, at 1-800-387-0825 (toll free within North America) or 1-416-682-3860 (outside of North America) or by email at inquiries@astfinancial.com

Caution regarding forward-looking statements

This press release contains certain forward-looking statements about Transat concerning a potential transaction involving the acquisition of all of the shares of Transat. These statements are based on certain assumptions deemed reasonable by Transat, but are subject to certain risks and uncertainties, several of which are outside the control of Transat, which may cause results to vary materially. The statements regarding the implied purchase price for Transat based on the December 14, 2020 closing price of the Air Canada shares on the Toronto Stock Exchange for shareholders selecting the share exchange option are provided for illustration purposes only. Given airline industry dynamics and current volatility in the shares of airlines, including Air Canada, no assurance can be given as to the trading price of Air Canada shares at the closing date of the transaction. Transat disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by securities laws.

About Transat

Transat is a leading integrated international tourism company specializing in holiday travel. It offers vacation packages, hotel stays and air travel under the Transat and Air Transat brands to some 60 destinations in more than 25 countries in the Americas and Europe. Transat is firmly committed to sustainable tourism development, as reflected in its multiple corporate responsibility initiatives over the past 12 years, and was awarded Travelife certification in 2018. Based in Montreal, the company has 5,000 employees (TSX: TRZ).
SOURCE Transat A.T. Inc.

[LittleNelly]

What AC wants is irrelevant to approval. Like I said the federal liberal government needs a political angle to approve it against the competition report. There has not been a single one put forward to that end. So again why would the liberals approve it?

And yes many joke on here about the integration but in the end both air Canada and Transat employees will suffer through a permanent elimination of positions. Remember it's not just pilots, over 40,000 people work for both companies and many will never come back. There has never been an airline merger that has resulted in growth of employment, AC is even already openly offering to make cuts.

So again the public doesn't win and the employees don't win, what is the political angle to approve?

[chaster]

Can someone send me the SOP's for the 777? I would like to start studying early. Send me a pm and I will give you my e-mail. A pdf file would be nice.

And Here’s the kind of Crap our people should know better to Post! Brutal

[rudder]

What AC wants is irrelevant to approval. Like I said the federal liberal government needs a political angle to approve it against the competition report. There has not been a single one put forward to that end. So again why would the liberals approve it?

And yes many joke on here about the integration but in the end both air Canada and Transat employees will suffer through a permanent elimination of positions. Remember it's not just pilots, over 40,000 people work for both companies and many will never come back. There has never been an airline merger that has resulted in growth of employment, AC is even already openly offering to make cuts.

So again the public doesn't win and the employees don't win, what is the political angle to approve?

This transaction will be approved both domestically and by the EU, with conditions.

With the uptick in share price, AC is looking at what will likely turn out to be a virtual non-cash acquisition of TRZ. AC is an extremely motivated buyer looking forward to consummating the transaction as opposed to looking for ways to void it.

This is a 99% done deal and labour should start to plan for this eventuality.

[aerodude]

This transaction will be approved both domestically and by the EU, with conditions.

With the uptick in share price, AC is looking at what will likely turn out to be a virtual non-cash acquisition of TRZ. AC is an extremely motivated buyer looking forward to consummating the transaction as opposed to looking for ways to void it.

This is a 99% done deal and labour should start to plan for this eventuality.

TRZ shares are trading at a 20% discount to AC’s share offer price so risk to a government denial is priced in. You are right though, the deal will most likely be approved but I think 99% chance is very optimistic.

[LittleNelly]

What AC wants is irrelevant to approval. Like I said the federal liberal government needs a political angle to approve it against the competition report. There has not been a single one put forward to that end. So again why would the liberals approve it?

And yes many joke on here about the integration but in the end both air Canada and Transat employees will suffer through a permanent elimination of positions. Remember it's not just pilots, over 40,000 people work for both companies and many will never come back. There has never been an airline merger that has resulted in growth of employment, AC is even already openly offering to make cuts.

So again the public doesn't win and the employees don't win, what is the political angle to approve?

This transaction will be approved both domestically and by the EU, with conditions.

With the uptick in share price, AC is looking at what will likely turn out to be a virtual non-cash acquisition of TRZ. AC is an extremely motivated buyer looking forward to consummating the transaction as opposed to looking for ways to void it.

This is a 99% done deal and labour should start to plan for this eventuality.

Ok so the liberals will approve it because AC really wants it? AC really wants government aid too but the government has dragged its feet even with a political angle(protecting jobs vs the trade off of the public hates the airlines). So what is the government's motivation to approve? Remember the government works for votes.

[columbia]

What AC wants is irrelevant to approval. Like I said the federal liberal government needs a political angle to approve it against the competition report. There has not been a single one put forward to that end. So again why would the liberals approve it?

And yes many joke on here about the integration but in the end both air Canada and Transat employees will suffer through a permanent elimination of positions. Remember it's not just pilots, over 40,000 people work for both companies and many will never come back. There has never been an airline merger that has resulted in growth of employment, AC is even already openly offering to make cuts.

So again the public doesn't win and the employees don't win, what is the political angle to approve?

This transaction will be approved both domestically and by the EU, with conditions.

With the uptick in share price, AC is looking at what will likely turn out to be a virtual non-cash acquisition of TRZ. AC is an extremely motivated buyer looking forward to consummating the transaction as opposed to looking for ways to void it.

This is a 99% done deal and labour should start to plan for this eventuality.

Ok so the liberals will approve it because AC really wants it? AC really wants government aid too but the government has dragged its feet even with a political angle(protecting jobs vs the trade off of the public hates the airlines). So what is the government's motivation to approve? Remember the government works for votes.

Canada is not a communist country (yet). Governement never refused a merger. Conditions will apply. Transat and AC are still two private companies as far as I am concerned. This merger is happening , time to move on.

[rudder]

This transaction will be approved both domestically and by the EU, with conditions.

With the uptick in share price, AC is looking at what will likely turn out to be a virtual non-cash acquisition of TRZ. AC is an extremely motivated buyer looking forward to consummating the transaction as opposed to looking for ways to void it.

This is a 99% done deal and labour should start to plan for this eventuality.

TRZ shares are trading at a 20% discount to AC’s share offer price so risk to a government denial is priced in. You are right though, the deal will most likely be approved but I think 99% chance is very optimistic.

Here is the single biggest reason I think this is a done deal - because CR wants it. He is so enamoured with the revised acquisition terms that he is prepared to move forward without the advance concurrence of labour understanding that while the operational result may not look exactly as desired, it will create a solid competitive platform for the future once the industry is recovered to traditional travel demand.

The acquisition of TRZ is his swan song. Never bet against him. He is always playing 2 moves ahead.

[LittleNelly]

This transaction will be approved both domestically and by the EU, with conditions.

With the uptick in share price, AC is looking at what will likely turn out to be a virtual non-cash acquisition of TRZ. AC is an extremely motivated buyer looking forward to consummating the transaction as opposed to looking for ways to void it.

This is a 99% done deal and labour should start to plan for this eventuality.

Ok so the liberals will approve it because AC really wants it? AC really wants government aid too but the government has dragged its feet even with a political angle(protecting jobs vs the trade off of the public hates the airlines). So what is the government's motivation to approve? Remember the government works for votes.

Canada is not a communist country (yet). Governement never refused a merger. Conditions will apply. Transat and AC are still two private companies as far as I am concerned. This merger is happening , time to move on.

Um mergers and acquisitions are subject to regulatory approval all over the world in every western country, I'm not sure what communism has to do with everything. Even the US, one of the most free market countries in the world, has an active justice department that aggressively pursues anti-trust cases.

I'm not necessarily saying the government won't approve, I am saying they will absolutely give a justification for overriding anti-competive concerns. Yet there seems to be no plausible justification yet. So again what would they say in the press release to justify approval. Sorry Canadians we know it's bad for the public but in Canada we let the corporations do what they want. Does that sound like something the liberals will do?

[DanWEC]

AC really negotiated a great deal out of this. Mind you, a large part of the original purchase price was also acquiring TRZ's cash on hand 1:1. So with that depleted, the value has correspondingly dropped to the value of their assets alone. Nice, lean deal.

We can all thank the Gov't for the state we're in. Don't blame AC, TRZ, or more importantly, TS or AC pilots (As if we're making the damn rules.... even though some characters here seem to think they own the companies)

Even the ICAO protocols state that in the "Inital Stages" of a pandemic, restricting travel is beneficial to stop spread, but are NOT EFFECTIVE in the long term. It makes no sense when the entire world population has similar infection rates.

Anyways, Polkaroo Garneau still has to weigh in, and I worry about decisions made under their quixotic environmental mandate.
I really believe this is colouring aviation decisions right now, and 3 more years until the next election......

[columbia]

Ok so the liberals will approve it because AC really wants it? AC really wants government aid too but the government has dragged its feet even with a political angle(protecting jobs vs the trade off of the public hates the airlines). So what is the government's motivation to approve? Remember the government works for votes.

Canada is not a communist country (yet). Governement never refused a merger. Conditions will apply. Transat and AC are still two private companies as far as I am concerned. This merger is happening , time to move on.

Um mergers and acquisitions are subject to regulatory approval all over the world in every western country, I'm not sure what communism has to do with everything. Even the US, one of the most free market countries in the world, has an active justice department that aggressively pursues anti-trust cases.

I'm not necessarily saying the government won't approve, I am saying they will absolutely give a justification for overriding anti-competive concerns. Yet there seems to be no plausible justification yet. So again what would they say in the press release to justify approval. Sorry Canadians we know it's bad for the public but in Canada we let the corporations do what they want. Does that sound like something the liberals will do?

They did in the Canadian north/first air merger a year or so ago, nothing preventing from doing it again. À necessary consolidation of canadian airlines is a pretty good argument.

[VeRmiLLioN]

Can someone send me the SOP's for the 777? I would like to start studying early. Send me a pm and I will give you my e-mail. A pdf file would be nice.

And Here’s the kind of Crap our people should know better to Post! Brutal

BTW, I could be wrong, but a previous PFO at AC could be grounds for AC to not integrate a TRZ employee.

[RRJetPilot]

Can someone send me the SOP's for the 777? I would like to start studying early. Send me a pm and I will give you my e-mail. A pdf file would be nice.

Transat has what 100 active pilots? If you are one of the 100 I'd send you some study material. If you are one of the 550 on CEWS, you are going to have a bad time...

[rudder]

BTW, I could be wrong, but a previous PFO at AC could be grounds for AC to not integrate a TRZ employee.

100% wrong.