And ExpressJet Merger Under Investigation
August 6, 2010 -
SkyWest Airlines will purchase
The sale should be completed by the fourth quart of this year, at which time both companies will merge as one. The definitive merger agreement has been unanimously approved by the SkyWest and ExpressJet boards of directors.
anticipate that both airlines will continue to operate under separate
airline operating certificates until the regulatory process can be
completed for combining the airlines under a single operating
certificate, pending receipt of that single operating certificate.
SkyWest Airlines and ExpressJet will be located out of
"We are extremely pleased to reach this definitive merger agreement with ExpressJet and look forward to the consummation of the transaction. We also look forward to the integration of these two successful airlines and employee work groups and hope to create integration benefits that will solidify the long-term future of each of these airlines in a very competitive industry," said Bradford R. Rich, SkyWest, Inc.'s Executive Vice President and Chief Financial Officer.
Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the Board of Directors of ExpressJet Holdings, Inc. ("ExpressJet" or the "Company") in connection with SkyWest, Inc.'s ("SkyWest") intent to acquire all outstanding common shares of ExpressJet.
Under the terms of the announced tender offer, ExpressJet shareholders will receive $6.75 per share in cash for each share of ExpressJet they own, if the tender offer is completed. Robbins Umeda LLP's investigation concerns whether the Board of Directors of ExpressJet undertook a fair process to obtain fair consideration for all shareholders of ExpressJet.
Specifically, their investigation concerns with whether the Company?s Board of Directors breached their fiduciary duties to ExpressJet shareholders by failing to adequately shop the Company before entering into the transaction with SkyWest. As recently as June 9, 2010, at least one analyst had set price targets for the Company at $8.00 per share. Moreover, on April 25, 2008, ExpressJet stock traded as high as $32.50.
?It is not a surprise that the merger-mania roiling the major airlines is spreading to regional carriers. The lack of any appreciable regulation in the airline industry ensures that carriers large and small will continue to tear each other down and exacerbate their failure to serve passengers, employees and communities?, said International Association of Machinists and Aerospace Workers (IAM) General Vice President Robert Roach.
?The Machinists Union will protect our ExpressJet Flight Attendants and defend their contract if this merger with Atlantic Southeast Airlines goes forward. We will work with the carriers, legislators and government regulators to ensure our members are beneficiaries, rather than victims, of consolidation." IAM-represented ExpressJet Flight Attendant representatives will meet next week with the union?s legal and financial advisors to discuss the proposed merger and the strategy to protect ExpressJet Flight Attendants and their contract.
Capt. Chris Cashmareck, chairman of the ExpressJet pilots?
unit of the Air Line Pilots Association, Int?l, reacted to the formal
announcement of the intended sale of ExpressJet Airlines to SkyWest
Holdings, Inc., with a subsequent merger of the airline with Atlantic
Southeast Airlines. ?Every transaction presents opportunities and risks.
We need to review and evaluate the plan for the combined airline before
we can commit to taking a position to support or oppose the sale/merger.
What I can state unequivocally is that, just as airline mergers over the
past few years have shown us, it will take pilot involvement and support
to realize any true measure of success for this or any transaction? said
said Capt. Cashmareck.
The pilots union for ExpressJet pilots sent a letter to
ExpressJet Holdings management stating the fundamental requirements for
support of a sale merger. Among them are the following; the transaction
must result in a profitable airline that provides long term stability
and progressive career potential for our pilots, the transaction must
fully honor the scope and successorship provision of our collective
bargaining agreement, management must commit to negotiating a joint
collective bargaining agreement with all involved parties that benefits
all pilots and t
there must be a fair and equitable seniority list integration.
Airlines, Inc. (ASA) is an American airline based in the
Airlines, Inc. is an American regional airline based in the Greenspoint
operated its own point-to-point service with its main hub at LA/Ontario
International Airport in
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