Letter Sent to Midwest Shareholders Cites Strong Evidence of Support for Merger, with AirTran’s Tender Offer Garnering 57% of Midwest Outstanding Shares as of May 16, 2007 —
ORLANDO, Fla., May 24 /PRNewswire-FirstCall/ — AirTran Holdings, Inc. (NYSE:AAI) , the parent of AirTran Airways, announced today that it has mailed to Midwest Air Group (AMEX:MEH) shareholders the following letter outlining why shareholders should elect AirTran’s three nominees as Midwest directors at the annual meeting of Midwest shareholders on June 14, 2007. AirTran urges shareholders to vote FOR its nominees — Jeffrey Erickson, Charles Kalmbach and John Albertine — on AirTran’s BLUE proxy card promptly.
May 24, 2007
Dear Fellow Midwest Shareholder:
By now you should have received a copy of AirTran’s proxy statement, which describes in detail the efforts we have made to permit you to receive superior value for your shares — even in the face of Midwest’s Board’s stubborn refusal to meet to discuss our offer. Today, we are writing to explain why you should vote for our three nominees, who would provide a fresh perspective to the Board, rather than vote for the re-election of three Directors who have served simply as a rubber stamp for Midwest Management. While the election of AirTran’s three nominees will not produce a board majority capable of compelling the adoption of policies we endorse, they will be able to help ensure that all options and opportunities for the company are fairly and thoroughly considered.
As you know, we have repeatedly approached Midwest over the last year, both privately and publicly, in the hopes that they would discuss the potential combination of our two companies; however, all overtures have been rejected out of hand. On April 13, 2007, the Board of Midwest rejected our most recent offer of $15.00 per share, made on April 2, 2007. The AirTran offer represents a 65 percent premium to the $8.13 price that Midwest stock was trading on December 12, 2006, the day before AirTran publicly disclosed its initial October 20, 2006, offer. Midwest’s management is adhering to this position despite the compelling evidence that, by any measure — financial, network revenue and diversity, opportunities for employees, fleet plan, cost structure, growth for the greater Milwaukee region, and most significantly, the shareholder value creation model we have put forth — the merits of combining AirTran and Midwest are superior to Midwest’s “stay the course, go it alone” plan. Midwest’s management is also taking its unilateral stance despite the many uncertainties it faces in Midwest’s future competitive environment and the threat that other airlines will move in and dislodge Midwest’s competitive position in Milwaukee.
While the Midwest Board and management continue to resist the compelling strategic and financial benefits of the transaction, it is clear that Midwest’s owners — its shareholders — are in favor of the merger. On May 16, 2007, the holders of 57 percent of Midwest’s outstanding shares evidenced their support by tendering into AirTran’s Offer.
Even after what should be considered a clear rebuke of the Midwest “go it alone” plan by the company’s owners, the Midwest Board continues to support management’s “stay the course” plan — a plan that assumes no further competition into the markets it presently serves, stable fuel prices and the ability to achieve earnings per share growth in 2007 that is nearly twice as great as the earnings growth that independent Wall Street analysts have projected.
To date, it appears that Wall Street’s skepticism may be warranted: Midwest’s earnings for the first quarter of 2007, according to Midwest Air Group chairman and chief executive officer Timothy E. Hoeksema, “…fell short of our expectations.” The Company also said that its earnings projection for the year, made at the time the Board rejected our revised and increased offer, was already too optimistic. Indeed, only 90 days into their new fiscal year and already they were failing to meet those earlier financial projections.
Given the financial and operational strength of AirTran, we do not believe that Midwest’s management is serving the best interests of you, Midwest’s shareholders, in recommending against AirTran’s offer nor are they listening to what you, the Company’s owners, are saying to them. Indeed, despite the fact that a substantial number of shares were tendered to AirTran, Midwest summarily dismissed and downplayed the shareholders’ view by saying “We don’t find these results to be overwhelming … The tender offer changes nothing and these results change nothing. At the end of the day, the board remains in total control over whether a transaction occurs.” We agree with that sentiment: it is the decision of the Board. That is why AirTran has nominated three individuals for election to the Board of Directors of Midwest at the next annual meeting of stockholders.
We believe our three nominees — Jeff Erickson, Charles Kalmbach and John Albertine — will bring high standards and strong corporate governance to your company. The election of AirTran’s nominees to Midwest’s Board will ensure that shareholders’ best interests are being met. While this slate of director candidates, if elected, will not constitute a majority of the members of the Board, we believe it is vital that your interests be represented inside of the Boardroom.
At the end of the day, you, as the shareholders, are the owners of the company and you will ultimately determine the future of your investment. We are confident that you will give our offer a full and fair hearing, and that once you do so, you will recognize it as a tremendous opportunity to build a stronger, more competitive airline that will serve the best interests of shareholders, employees and the communities we all serve.
We believe that you have the right to voice your own opinion and take actions that YOU determine are best for you. We urge you to act in YOUR own interest by voting to elect the three AirTran nominees to the Midwest Board. Please vote FOR AirTran’s nominees on the BLUE proxy card TODAY — by telephone, by Internet or by signing dating and returning the enclosed BLUE proxy card in the postage-paid envelope provided.
Thank you for your consideration.
Chairman and Chief Executive Officer
YOUR VOTE IS IMPORTANT!
If your shares are registered in your own name, please sign, date and
mail the enclosed BLUE proxy card today to AirTran, c/o Innisfree M&A
Incorporated, in the postage-paid envelope provided or submit your proxy
to us by telephone or via the Internet today (instructions are on your
BLUE proxy card).
If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a BLUE proxy card with respect to
your shares and only after receiving your specific instructions.
Accordingly, please contact the person responsible for your account and
instruct that person to execute and return on your behalf the BLUE proxy
card as soon as possible.
After signing and returning the enclosed BLUE proxy card, we urge you NOT
to return Midwest’s White proxy card because only your latest dated proxy
card will be counted.
If you have previously signed and returned a White proxy card to Midwest,
you have every right to change your vote. You may revoke any proxy card
already sent to Midwest by signing, dating and returning the enclosed
BLUE proxy card in the postage-paid envelope provided.
Midwest shareholders who have questions about how to tender their shares may call AirTran’s Information Agent, Innisfree M&A Incorporated, toll-free at 877-456-3422. (Banks and Brokers may call collect at 212-750-5833).
About AirTran Airways
AirTran Airways, a Fortune 1000 company and one of America’s largest low- fare airlines with more than 8,600 friendly, professional Crew Members, operates more than 700 daily flights to 56 destinations. The airline’s hub is at Hartsfield-Jackson Atlanta International Airport, where it is the second largest carrier. AirTran Airways’ aircraft features the fuel-efficient Boeing 737-700 and 717-200 to create America’s youngest all-Boeing fleet. The airline is also the first carrier to install XM Satellite Radio on a commercial aircraft and the only airline with Business Class and XM Satellite Radio on every flight. For reservations or more information, visit http://www.airtran.com/ (America Online Keyword: AirTran).
Financial and Legal Information
This document relates, in part, to the offer (the “Offer”) by AirTran Holdings, Inc., (“AirTran”) through its wholly-owned subsidiary, Galena Acquisition Corp. (“Galena”), to exchange each issued and outstanding share of common stock and Series A Junior Participating Preferred Stock and associated rights of Midwest Air Group, Inc., a Wisconsin corporation (“Midwest”), (collectively the “Rights” and together, the “Midwest Shares”), for consideration consisting of a combination of cash and common stock, par value $0.001 per share (“AirTran Common Stock”), of AirTran having an aggregate value of $15.00 per share, comprised of $9.00 in cash and 0.5842 of a share of AirTran common stock.
The Offer currently is scheduled to expire at 12:00 Midnight, New York City time on June 8, 2007, unless extended. AirTran and Galena have expressly reserved the right, in their sole discretion, to extend the period of time during which the Offer will remain open. Any extension will be announced no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled expiration date. This document does not constitute an offer to purchase or the solicitation of an offer to sell which is being made only pursuant to the Offer to Exchange and related Letter of Transmittal forming part of the registration statement referred to below. The information required to be disclosed by Exchange Act Rule 14d-6(d)(1) is contained in the Prospectus and is incorporated by reference. The Offer is not being made to and nor will tenders be accepted from or on behalf of holders of securities of Midwest Air Group, Inc. in any jurisdiction in which the making of the Offer or the acceptance thereof would not comply with the laws of such jurisdiction. In those jurisdictions in the United States where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of AirTran and Galena by Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC, or by one or more registered broker or dealers under the laws of such jurisdiction. AirTran also has filed a Registration Statement (No. 333-139917) with the Securities and Exchange Commission on Form S-4 relating to the AirTran common stock to be issued to holders of Midwest shares in the offer (the “Registration Statement”). The terms and conditions of the Offer are set forth in the prospectus, which is a part of the registration statement (the “Prospectus”), and the related Letter of Transmittal, which also are exhibits to the Schedule TO.
AirTran has announced its intent to nominate Messrs. John Albertine, Jeffrey Erickson and Charles Kalmbach for election to the board of directors of Midwest. AirTran has filed a preliminary proxy statement with respect to the proposed transaction and/or nomination of persons for election to the board of directors of Midwest (the “Proxy Statement”). Investors and security holders are urged to read the Registration Statement and the Proxy Statement, as well as any other relevant documents filed with the SEC, and any amendments or supplements to those documents, because they contain or will contain important information.
Investors and security holders may obtain a free copy of the Registration Statement, the Schedule TO and the Proxy Statement and amendments and supplements to such respective documents at http://www.sec.gov/. The Registration Statement, the Schedule TO and the Proxy Statement and such other documents and amendments and supplements to such respective documents may also be obtained free of charge from AirTran by directing such request to: Richard P. Magurno, Corporate Secretary, AirTran Holdings, Inc., 9955 AirTran Boulevard, Orlando, Florida 32827, or to the information agent for this offering: Innisfree M&A Incorporated, 501 Madison Avenue, New York, New York 10022.
AirTran and its wholly owned subsidiaries, Galena and AirTran New York, LLC and their respective directors and executive officers and each of Messrs. John Albertine, Jeffrey Erickson And Charles Kalmbach are participants in the solicitation of proxies from the shareholders of Midwest.
Information about the directors and executive officers of AirTran and their ownership of AirTran stock is set forth in the proxy statement for AirTran’s 2007 annual meeting of shareholders. Information about the directors and officers of Galena and the three nominees is set forth in the Preliminary Proxy Statement and, in each case, will be contained in the Proxy Statement to be mailed to the stockholders of Midwest. Investors may obtain additional information regarding the interests of such participants by reading the Proxy Statement.
Investor Contacts: Media Contacts:
Jennifer Shotwell Tad Hutcheson
or Alan Miller [email protected]
Innisfree M&A Incorporated 678.254.7442
First Call Analyst:
FCMN Contact: [email protected]
Source: AirTran Holdings, Inc.