The influential shareholder advisory service Institutional Shareholder Services is now advising Spirit Airlines’ investors to vote in favor of a proposed merger with Frontier Airlines over a rival offer from JetBlue Airways, after Frontier increased its offer.
The suggestion, which was delivered on Friday, is a reversal for ISS, which had previously advised Spirit shareholders to vote against a cope with Frontier, a fellow low-cost carrier. It comes during a heated bidding war between JetBlue and Frontier ahead of a Spirit shareholder vote on June 30. Many large investors take ISS’s recommendations seriously when deciding methods to vote on corporate proposals, director candidates and other matters.
“Shareholders are best served by taking the deal that gives the most effective combination of long-term value and compensation within the event of regulatory rejection,” ISS wrote. “On balance, support for the merger with Frontier on the revised terms is warranted.”
Earlier this week, JetBlue raised its all-cash offer by $2 per share to $33.50, for a complete of about $3.7 billion. It also offered additional concessions, like further divestitures, to assist secure regulatory clearance, given the deal is more likely to face tough antitrust scrutiny. On Friday, Frontier likewise raised the money portion of its bid by $2 to $4.13 a share, alongside a stock component corresponding to 1.9126 shares of Frontier for every share of Spirit. That deal would value Spirit at roughly $2.7 billion, based on its share price on Friday.
Although Frontier’s bid initially values Spirit less, Frontier argues that the share portion of its offer allows Spirit shareholders to further profit should shares of the combined company climb. It has also attacked JetBlue’s bid as less more likely to win regulatory approval.
Airline analysts generally agree that a merger between Spirit and Frontier could be easier to execute since the airlines operate the same low-cost business model with different geographical strengths.
Either deal would face substantial scrutiny from the Biden administration, which has taken a more aggressive stance on antitrust matters. Each proposals offer a $350 million “reverse termination fee” wherein the client would pay Spirit $350 million, should regulators block the deal. Each airlines are also offering Spirit shareholders money up front: Frontier promising $2.22 a share, and JetBlue $1.50.
Spirit and Frontier announced a proposal to merge in February. Weeks later, JetBlue countered with its own offer. Spirit’s board declined that provide and urged shareholders to reject a subsequent takeover bid by JetBlue, arguing that the deal had little likelihood of being approved by antitrust regulators and might simply represent a “cynical attempt” to disrupt its merger with Frontier.