Skywest Airlines Ltd SKYW Receipt of Proposal from Virgin Australia

  Skywest Airlines Ltd (SKYW) - Receipt of Proposal from Virgin Australia

RNS Number : 7931P
Skywest Airlines Limited
30 October 2012
 



 

ASX code SXR

AIM code SKYW

                                                               30 October 2012

                             SKYWEST AIRLINES LTD

                         ("Skywest" or "the Company")

                              Offer for Company

                  Receipt of Proposal from Virgin Australia

Skywest, the Australian and South East Asia regional airline, wishes to advise
that subject to a  number of conditions, as  detailed in this announcement,  a 
scheme is  to  be put  to  its shareholders  involving  a proposal  by  Virgin 
Australia Holdings Limited (Virgin Australia) (ASX:VAH) to acquire 100% of the
issued capital in Skywest.

The proposal is pursuant  to a scheme of  arrangement ("Scheme") that will  be 
subject to the laws of Singapore (the "Proposal").

Under the  terms  of  the  Proposal,  Virgin  Australia,  will  offer  Skywest 
shareholders consideration comprising of AUD $0.225 cash and 0.530 VAH  shares 
in exchange for each SXR  share.  Based on VAH's  closing price on 29  October 
2012 the transaction consideration equates to AUD $0.4688 per SXR share.

The Proposal is subject to a number of conditions, including:

·     The approval of the Securities Industry Council of Singapore (the "SIC")
to the terms  of the Scheme.  The definitive conditional  legal agreements  in 
relation to the Scheme will only be entered into on receipt of SIC approval.

·     The approval of the Australian Competition and Consumer Commission,  the 
Australian Foreign Investment Review Board and the Singapore High Court.

·     The approval of Skywest shareholders at an Extraordinary General
Meeting.

 

Skywest will update the market when there are any material developments to
report in relation to the Proposal. 

 

Jeff Chatfield, Executive Chairman said "Skywest is pleased to have received a
proposal from  Virgin  Australia.  The  Proposal,  if  approved  by  Skywest's 
shareholders, represents  a substantial  premium to  Skywest's recent  trading 
price and  confirms  the  fundamental  value of  the  Skywest  business.   The 
Proposal will only proceed in the absence of a superior offer. Skywest will be
appointing a Singaporean independent expert to  advise the board on the  value 
of the  proposed  consideration.  Shareholders should  be  cautious  in  their 
dealings in Skywest shares and if  in doubt consult their stockbroker.   Based 
on our advice it is likely that  this Proposal will take some months to  fully 
play out."

Shareholders should note that the Proposal remains subject to the approval  of 
the SIC and the definitive conditional  legal agreement(s) in relation to  the 
Proposal will only be entered into on approval by the SIC.  

The Company  has appointed  Moelis &  Company to  advise and  assist with  the 
transaction.  Furthermore,  in due  course, a  Singaporean independent  expert 
will be appointed to opine on consideration value.

The full text of Virgin Australia's announcement is included below.

                                   --ENDS--

 

Enquiries:

 

Skywest Airlines Ltd    
Jeff Chatfield, Executive
Chairman                                                               +65
97354151

 

Moelis & Company

Andrew Pridham, Chief Executive
Officer                                                 +61 2 8288 5555 

 

Nominated Adviser 
James Joyce, W H Ireland
Limited                                                                 0207
220 1666

 

Company Stockbroker

W
H Ireland Limited                                                                                            
0207 220 1670

 

Financial Public Relations

Bishopsgate
Communications                                                                        
0207 562 3350
Nick Rome

skywest@bishopsgatecommunications.com

 

Media Enquiries in Australia
Brian
O'Dwyer                                                                                                       
+61 420 716 915

 

 

Websites
www.skywest.com.au 

www.advent.com.sg  

www.skywest.com.sg

 

The directors  of  Skywest (including  any  who may  have  delegated  detailed 
supervision of this  announcement) have  taken all reasonable  care to  ensure 
that the facts stated and all opinions expressed herein are fair and  accurate 
and, where appropriate, no material facts  have been omitted and they  jointly 
and severally accept responsibility accordingly.

 

Where any information has been extracted or reproduced from published or
otherwise publicly available sources, the sole responsibility of the directors
of Skywest has been to ensure through reasonable enquiries that such
information is correctly extracted from such sources or, as the case maybe,
reflected or reproduced in this announcement.

 

VIRGIN AUSTRALIA HOLDINGS LIMITED (ASX:VAH)

 

Virgin Australia Announces In-Principle, Conditional Agreement to Acquire
Skywest Airlines Limited and Fast-track its Expansion in the Regional and FIFO
Markets

 

30 October 2012

 

Virgin Australia Holdings Limited (Virgin Australia) today announced that it
has reached an in-principle agreement with Skywest Airlines Ltd. (Skywest,
ASX:SXR, LSE:SKYW) to acquire 100% of the issued capital in Skywest pursuant
to a scheme of arrangement ("Scheme") that will be subject to the laws of
Singapore ("Proposal").

 

The Proposal is subject to a number of conditions, including:

·     The approval of the Securities Industry Council of Singapore (SIC) to
the terms. The definitive conditional legal agreement(s) in relation to the
Scheme will only be entered into on receipt of SIC approval.

·     The approval of the Australian Competition and Consumer Commission, the
Australian Foreign Investment Review Board and the Singapore High Court.

·     The approval of Skywest shareholders at an Extraordinary General
Meeting.

 

Under the terms agreed in-principle, Virgin Australia will offer Skywest
shareholders consideration of AUD0.45 per share with AUD0.225 per share
expected to be paid in cash and 0.53 new VAH shares for every Skywest share^1.

Virgin Australia Chief Executive Officer John Borghetti said: "If approved,
this transaction will enable us to fast-track our advancement in the high
growth fly-in-fly-out (FIFO) and regional markets, increasing competition in
these important segments.

"We launched a regional network partnership with Skywest in October 2011 and
now we will be able to realise the full potential of the operation through
developing a more integrated network, service and frequent flyer program.

"Under the agreement, Skywest would become part of the Virgin Australia brand
but will continue to operate under its current Air Operator's Certificate
(AOC) with its own CEO and management team, based in Western Australia.
Importantly, we will invest to support the growth of Skywest, which will
benefit jobs, business and tourism, particularly in Western Australia and
throughout regional Australia", Mr Borghetti said.

Under the terms agreed in-principle, subject to prior consultation with and
(where applicable) the approval of the SIC, Virgin Australia has a discretion
to elect at any time prior to the approval of Skywest shareholders to proceed
to implement the acquisition of 100% of the issued share capital of Skywest by
way of a pre-conditional or formal voluntary conditional general offer, either
on the same or better terms as those which apply to the Scheme.

Shareholders should note that the Proposal remains subject to the approval of
the SIC and the definitive conditional legal agreement(s) in relation to the
Proposal will only be entered into on receipt of SIC approval. Virgin
Australia will update the market when there are any material developments to
report in relation to the Proposal.

In the meantime, shareholders are advised to refrain from taking any action in
relation to their shares in Virgin Australia or Skywest, which may be
prejudicial to their interests, and to exercise caution when dealing in the
shares of Virgin Australia or Skywest.

1.        Subject to obtaining waiver of Listing Rule 7.1 from the  Australian 
Securities Exchange (ASX)

                                       

                                     ENDS

 

About Skywest Airlines

Skywest Airlines (ASX:SXR, LSE:SKYW) has been in operation for close to 50
years, currently flying to 16 destinations.

Skywest operates flights across regional Western Australia as well as to
Darwin, Melbourne and internationally to Denpasar, Bali. With a strong
presence in the corporate charter, 'Fly in Fly Out' mining market and Regular
Passenger Transport, the airline carries approximately 800,000 passengers
annually, servicing business travellers, tourists and regional communities. 

Excluding the eight ATR-72 turboprops operated on behalf of Virgin Australia
as part of the Australian Regional Airline Network (ARAN), Skywest's fleet
includes a total of 20 Airbus A320 jet aircraft, Fokker F100 jet aircraft and
Fokker F50 turboprops.

 

About Virgin Australia

Virgin Australia (ASX: VAH) launched in 2000 and has since established itself
as a contemporary, full service airline, with a reputation for exceptional
customer service.

The airline employs more than 8,000 people in Australia, New Zealand and the
United States. Virgin Australia has strategic alliances with four key airline
partners: Air New Zealand, Delta Air Lines, Etihad Airways and Singapore
Airlines, providing customers with access to over 400 destinations worldwide.
Its domestic and international operations are complemented by Virgin Samoa, a
joint venture airline with the Government of Samoa.

Virgin Australia operates a fleet of 108 modern Airbus A330, Boeing 777,
Boeing 737, Embraer E-Jet and ATR-72 turboprop aircraft to 34 Australian ports
and 17 international destinations including the USA, UAE, New Zealand,
Indonesia, Thailand, Papua New Guinea, Solomon Islands, Fiji, Samoa, Tonga,
Vanuatu and the Cook Islands.

 

Media Contacts:

Danielle Keighery +61 400 223 136

Emma Copeman +61 421 702 193

 

The directors of Virgin Australia (including any who may have delegated
detailed supervision of this announcement) have taken all reasonable care to
ensure that the facts stated and all the opinions expressed in this
announcement are fair and accurate and that no material facts have been
omitted from this announcement, the omission of which would make any statement
in this announcement misleading, and the directors of Virgin Australia jointly
and severally accept full responsibility accordingly.

Where any information has been extracted or reproduced from published or
otherwise publicly available sources, the sole responsibility of the directors
of Virgin Australia has been to ensure through reasonable enquiries that such
information is correctly extracted from such sources or, as the case maybe,
reflected or reproduced in this announcement.

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
MSCUKABRUBARUAA -0- Oct/30/2012 07:00 GMT