December 7 - Transat A.T. Inc. (“Transat” or the “Corporation”) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have recommended that Transat Shareholders vote FOR the revised acquisition transaction (the “Arrangement”) between Transat and Air Canada.

 

The board of directors of Transat (the “Board”) also unanimously reconfirmed their support for the acquisition transaction with Air Canada.

 

Favourable ISS and Glass Lewis Recommendations

ISS and Glass Lewis are leading independent, third-party, proxy advisory firms which, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

 

In reaching its conclusion, ISS noted:

"The rationale behind the revised agreement appears sound. Shareholders can elect to receive the consideration entirely or partly in cash, by electing to receive the cash consideration it would provide shareholders with certainty of value and immediate liquidity. Shareholders can also elect to receive the consideration entirely or partly in Air Canada shares. This share payment alternative provides shareholders the opportunity to participate in the potential long-term value and upside that could be created by Air Canada. The revised arrangement also gives the company the ability to respond to superior proposals. In light of the above reasons, the favourable market reaction and the absence of significant governance concerns, shareholder approval of this resolution is warranted."

 

Glass Lewis further concluded:

"Considered in the aggregate, then, while we continue to recognize the substantial reduction in value implied by the revised terms, we believe the sum of available information suggests Transat investors would be best served supporting the Air Canada transaction at this time."

 

Arrangement Agreement with Air Canada

Under the terms of the binding arrangement agreement entered into by the Corporation and Air Canada dated October 9, 2020, and 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 4, 2020, the closing price of the Air Canada shares on the Toronto Stock Exchange was $27.50. Based on that closing price, the implied purchase price for Transat would be $7.87 per share for shareholders selecting the share exchange option.

 

Special Meeting of Transat Shareholders

In accordance with the terms of an interim order of the Québec Superior Court obtained on November 10, 2020, Transat Shareholders will be asked to consider and vote on a special resolution approving the revised Arrangement. A special meeting of Transat shareholders (the "Meeting") will be held at 10:00 am on Tuesday, December 15, 2020 in a virtual only format at web.lumiagm.com.

 

Transat’s Board and the special committee of the Board, supported by their financial and legal advisors, reiterate their unanimous recommendation that the revised 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

Shareholders of record at the close of business on November 10, 2020 will be entitled to vote at the Meeting in accordance with the voting rights corresponding to their shares. The Board reminds shareholders to vote well in advance of the proxy cut-off time of 5:00 p.m. (Montréal time) on December 11, 2020.

 

In addition, registered shareholders wishing to receive the share consideration (i.e. 0.2862 voting shares of Air Canada for each voting share of the Corporation), must return the Letter of Transmittal and Election Form, attached to the Circular, 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 Transaction (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 the Corporation 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 trades.

 

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 sedar.com, on Transat’s website or by contacting Kingsdale Advisors.

 

 

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