Shareholders of Spirit Airlines (NK, Fort Lauderdale International) have been asked to adjourn until July 27 a vote on a proposed merger with Frontier Airlines (F9, Denver International) to allow for more lobbying time for the deal.

The request was made in a July 10 letter by Frontier Airlines Chief Executive Officer Barry Biffle, who notes that although the Spirit Airlines board supports the proposed merger, "we still remain very far from obtaining approval from Spirit [Airlines] stockholders based on the proxy data we received as of July 8, 2022". He notes that Spirit Airlines unilaterally postponed a July 8 vote to July 15 to solicit additional proxies but cautions that "we believe that additional time will be needed". The shareholder vote at Spirit Airlines has already been postponed three times.

In the letter addressed to Spirit Chief Executive Officer Ted Christie and General Counsel Thomas Canfield, Biffle suggested the proxy solicitation process would "unquestionably benefit from the board of directors of Spirit [Airlines] expressly reaffirming its recommendation of the pending merger with Frontier [Airlines], notwithstanding the latest JetBlue Airways (B6, New York JFK) acquisition proposal".

Frontier Airlines and JetBlue Airways have been in a bidding war for Spirit Airlines. As reported, Frontier Airlines is offering USD4.13 in cash and about 1.9 shares in Frontier Airlines for every share of Spirit Airlines, whose shareholders would own 48.5% of the merged airline. JetBlue Airways is offering USD33.50 per share in cash and up to USD34.15 per share or about USD3.7 billion.

However, Biffle said Frontier Airlines had presented its "last, best, and final offer with respect to the pending merger". "As has been throughout this process, we remain committed to this transaction," he stated.

However, he added, should the Spirit Airlines board instead pursue an alternative transaction with JetBlue Airways, Frontier Airlines would be prepared to consider waiving its right to match the competitor's offer, he said.

Meanwhile, Jetblue Airways said it was also "standing ready" to enter into a binding merger agreement with Spirit Airlines. In a statement, Chief Executive Officer Robin Hayes said: "We remain encouraged by the significant progress made in our ongoing discussions with Spirit [Airlines]".

He claimed that Spirit Airlines' shareholders had "repeatedly" and "increasingly" publicly acknowledged that JetBlue Airways' latest proposal was "clearly superior in every respect". "By moving the special meeting again, the Spirit board is delaying the ability of Spirit shareholders to receive JetBlue's superior terms," he stated.

The Spirit Airlines board to date has unanimously backed Frontier Airlines' offer and advised against that of JetBlue Airways as it believed the latter was sure to face regulatory uphill. The board believed that merging Spirit Airlines into JetBlue Airways and its Northeast Alliance (NEA) with American Airlines (AA, Dallas/Fort Worth) would exacerbate regulators' concerns over airline industry concentration.