ST. GEORGE, Utah,
April 25 /PRNewswire-FirstCall/ -- SkyWest, Inc.
(Nasdaq: SKYW) today confirmed that it made a proposal to acquire all of the
outstanding shares of ExpressJet Holdings, Inc. common stock for
$3.50 per
share in cash. SkyWest's proposal was not subject to a financing condition,
but was subject to the completion of due diligence, certain clarification or
amendments to the collective bargaining agreement between ExpressJet and its
pilots and certain other customary approvals and conditions. SkyWest has
negotiated the principal terms of a new Capacity Purchase Agreement with
Continental Airlines, which is intended to become effective upon satisfactory
completion of due diligence and consummation of the proposed transaction.
SkyWest is disappointed that ExpressJet's Special Committee rejected SkyWest's
premium proposal, which SkyWest believes provides full and fair value to
ExpressJet's stockholders. SkyWest is also dismayed that ExpressJet did not
honor SkyWest's request to begin due diligence at the time SkyWest made its
proposal. SkyWest intends to review its alternatives with respect to its
proposal to acquire ExpressJet, which could include, among other things,
altering or withdrawing its proposal and/or not participating in any formal
process established by the Special Committee and its advisors.
"We believe our offer is consistent with our strategy of pursuing viable
opportunities to enhance shareholder value, while also offering value to
Continental through a new code-share relationship" commented Bradford R. Rich,
SkyWest Executive Vice President and Chief Financial Officer. "Based upon the
information available to us, and subject to the completion of due diligence
which we hope to undertake promptly, we believe a transaction can be
structured with ExpressJet which would be accretive to our shareholders."
SkyWest Airlines, based in St. George, Utah, and Atlantic Southeast
Airlines ("ASA"), based in Atlanta, Georgia, are wholly owned subsidiaries of
SkyWest. SkyWest Airlines operates as United Express, Delta Connection and
Midwest Connect carriers under contractual agreements with United Airlines,
Delta Air Lines and Midwest Airlines. ASA operates as a Delta Connection
carrier under a contractual agreement with Delta Air Lines. System-wide,
SkyWest serves a total of approximately 229 cities in the United States,
Canada, Mexico and the Caribbean, with approximately 2,585 daily departures.
This press release and additional information regarding SkyWest can be
accessed at http://www.skywest.com.
In addition to historical information, this release contains
forward-looking statements. SkyWest may, from time-to-time, make written or
oral forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements encompass SkyWest's beliefs,
expectations, hopes or intentions regarding future events. Words such as
"expects," "intends," "believes," "anticipates," "should," "likely" and
similar expressions identify forward-looking statements. All forward-looking
statements included in this release are made as of the date hereof and are
based on information available to SkyWest as of such date. SkyWest assumes no
obligation to update any forward-looking statement. Actual results will vary,
and may vary materially, from those anticipated, estimated, projected or
expected for a number of reasons, including, among others: the willingness of
ExpressJet to engage in negotiations regarding a prospective transaction, and
the results of those negotiations, if conducted; the content of information
obtained by SkyWest in the course of conducting due diligence with respect to
a prospective transaction, or the inability of SkyWest to obtain the
opportunity to conduct due diligence as requested; the ability of SkyWest and
ExpressJet to negotiate and enter into definitive agreements with respect to
the prospective transaction, and the terms and conditions of such an
agreement, if executed; the inability to obtain amendments to existing
collective bargaining agreements between ExpressJet and its pilots and other
personnel; satisfaction of closing conditions, to the extent that a
transaction can be negotiated; and the challenges of competing successfully in
a highly competitive and rapidly changing industry. Other factors that may
cause actual results to vary from SkyWest's expectations include developments
associated with fluctuations in the economy and the demand for air travel;
ongoing negotiations between SkyWest and its major partners regarding their
contractual relationships; variations in market and economic conditions; the
impact of global instability; rapidly escalating fuel costs; the degree and
nature of competition; potential fuel shortages; the impact of weather-related
or other natural disasters on air travel and airline costs; aircraft
deliveries; and other unanticipated factors. Risk factors, cautionary
statements and other conditions which could cause actual results to differ
from management's current expectations are contained in SkyWest's filings with
the Securities and Exchange Commission, including the section of SkyWest's
Annual Report on form 10-K, entitled "Risk Factors."
With respect to any potential transaction involving ExpressJet Holdings,
Inc., SkyWest has not made any determination as to whether to make an offer to
purchase any shares of ExpressJet stock. This release is for informational
purposes only and is not an offer to buy, or the solicitation of an offer to
sell, any securities. The solicitation and the offer to buy shares of common
stock of ExpressJet, if SkyWest determines to do so, will only be made
pursuant to an offer to purchase and related materials that would be filed by
SkyWest with the Securities and Exchange Commission and would contain the full
details of any offer. If an offer to purchase is made, these materials should
be carefully read by the stockholders of ExpressJet prior to making any
decisions with respect to the offer because the materials would contain
important information, including the terms and conditions of the offer and the
manner in which stockholders may tender shares. If an offer to purchase is
made, the stockholders of ExpressJet will be able to obtain the offer to
purchase and related materials with respect to the offer free of charge from
the SEC's website at http://www.sec.gov, from the information agent named in
the tender offer materials or from SkyWest.