Exhibit 99.1
AIRTRAN HOLDINGS PROPOSES MERGER
WITH MIDWEST AIR GROUP
—Transaction Premium of 37%
at Time of Offer—
—Plan Would Create National
Low-Cost Carrier with a Broad Network, Strong Fleet Commonality and
Shared Corporate Culture—
—Combination Will Provide
Enhanced Growth and Security for Midwest Shareholders, Employees,
Customers and Communities Served—
—More than $60 Million of
Estimated Annual Synergies—
ORLANDO, Fla., December 13,
2006 – AirTran
Holdings, Inc. (NYSE: AAI), the parent of AirTran Airways,
announced today it has made a proposal to acquire all of the
outstanding common stock of Midwest Air Group, Inc. (AMEX: MEH) for
$11.25 per Midwest share in cash and AirTran stock or a total
equity value of approximately $290 million. The offer represents a
37% premium to the thirty day average closing price and an 89%
premium to the six months average closing price for Midwest’s
common stock, prior to October 20, 2006, the date the offer
was made.
The proposed merger was initially
outlined in a letter from Joe Leonard, Chairman and Chief Executive
Officer of AirTran Holdings, to the Midwest Board of Directors on
October 20, 2006. After a series of communications between the
principals and the companies’ respective advisors, on
December 7, 2006, Mr. Leonard was informed that the
Midwest board had declined AirTran’s merger offer, determined
not to consider AirTran’s proposal further and intended to
remain independent. Today, Mr. Leonard sent a letter to the
Midwest board advising them that AirTran would continue to pursue a
merger with Midwest because it believes the proposed combination
offers substantial and compelling benefits to the constituents of
both Midwest Airlines and AirTran Airways. (Both letters are
attached below.)
The combination of AirTran Airways
and Midwest Airlines would create a truly national low cost airline
with pro forma revenue of approximately $3.0 billion in 2007.
AirTran believes that both companies would benefit from this merger
by building greater scale, efficiencies and growth opportunities to
better succeed in the face of an increasingly competitive airline
environment.
Because the network routes of the
two carriers are complementary with limited overlap, the combined
company would have a national footprint and result in an airline
with approximately 1,036 daily departures with 173 unique markets
between 74 cities across the United States. The combination of the
companies creates a strong growth platform and allows the addition
of new cities—more than 30 new non-stop routes and well over
150 additional departures over the next several years.
AirTran Airways expects that the
merger will generate more than $60 million in estimated annual
synergies, including $40+ million in network synergies and $20+
million in cost synergies. The Company expects the transaction
would be accretive to earnings by the end of the first full year
following the close of the transaction and significantly accretive
thereafter.
Mr. Leonard stated, “As the airline
industry becomes more competitive and consolidations are more
commonplace, a combination of our two companies ensures the best
opportunity for serving our respective constituencies. With our
similar cultures, compatible low-cost business models,
complementary networks, and fleet commonality, Midwest Airlines and
AirTran Airways are as close to a perfect fit as anyone can
imagine.
“By joining together, we can
deepen our presence in our hubs, expedite the expansion of our
network, and strengthen our long-term growth and profitability
potential. This will enhance our ability to provide value to
travelers, protect the long-term security of our employees and
generate significant economic benefits to Milwaukee, Atlanta and
all the communities we serve.
“Finally, but certainly not
less important, we have the utmost respect for Midwest, its
talented employees and the strong loyalty they have built among
travelers and the communities they serve. We, at AirTran Airways,
have a similar affinity with our constituents, and, in that spirit,
we believe that once combined, we can maintain and foster the
values and culture that have driven the success of both our
airlines. We have full confidence that our commonality will enable
us to successfully integrate our two airlines to form a stronger,
truly national low-cost airline that will offer Midwest’s
constituencies growth opportunities that far exceed what could be
achieved independently,” Mr. Leonard
concluded.
Below is the letter that AirTran
Holdings sent to Midwest’s Board of Directors on
December 13, 2006, following the Board’s rejection of
the AirTran Holdings proposal:
December 13, 2006
Board of Directors
c/o Mr. Timothy E. Hoeksema
Chairman, CEO and President
Midwest Air Group Inc
6744 South Howell Avenue
Oak Creek, WI 53154
Dear Members of the
Board:
As you know from prior conversations
and written communications between our companies, we believe that a
strategic merger between Midwest Air Group, Inc. and AirTran
Holdings, Inc. would serve the best interests of our respective
shareholders, customers, employees and communities and better
position the combined company to compete against our larger
rivals.
We have been trying to privately
negotiate a merger between our separate companies for some time.
More than a year ago, you declined our initial proposal to acquire
Midwest Air Group and you have had our proposal of October 20,
2006 for more than seven weeks. Yet, despite our efforts, and
without the benefit of directly discussing with us or our advisors
the proposal in detail, our offer was declined on December 7,
2006. Because we believe that the proposal is such a compelling
opportunity and offers such significant benefits to your
constituents, we feel obligated to make this proposal known and are
therefore making public this letter and the supporting financial
analysis.
2
Let me recap the benefits our proposal provides.
First, we are proposing to acquire all of the outstanding shares of
Midwest Common Stock for $11.25 per share in cash and AirTran
stock. This offer is a full and generous price based upon publicly
available information. It represents a 37% premium to the thirty
day average closing price and an 89% premium to the six months
average closing price for Midwest’s common stock, prior to
October 20, 2006, the date the offer was made to you. Our
proposed transaction not only provides Midwest stockholders an
immediate premium on their investment, but the opportunity to
participate in the future growth of an airline that will possess
extraordinary attributes, including an outstanding product for
travelers and a highly motivated employee base.
As I said above, despite the fact
that we believe that our offer is very attractive from a financial
point of view, we would welcome the opportunity to consider
non-public information concerning Midwest and are prepared to sit
down and enter into serious discussions and, following that,
consider in our offer any enhanced values that may be demonstrated.
We are also willing to afford representatives of Midwest the
opportunity to review non-public information about AirTran Airways
and are prepared to enter into an appropriate confidentiality
agreement to that end.
Aside from the financial aspects of
our offer there are other benefits that a merger of our two
companies will provide. Specifically, a combined AirTran Airways
and Midwest Airlines:
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Creates a low
fare carrier with greater scale and substantial fleet commonality
that is better positioned to face the pressures of an increasingly
competitive domestic airline environment, including the near
certainty of industry consolidation.
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Generates
greater efficiencies for both companies, with unit cost for the
combined carrier, on a non-fuel basis and stage length adjust
basis, 12% lower than current Midwest levels.
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Offers Midwest
a larger, more modern fleet with enhanced prospects of long-term
revenue and profit growth.
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Combines
complementary route networks with limited overlap to form a
stronger, more efficient airline with 1,036 daily departures with
173 unique nonstop markets between 74 cities across the
U.S.
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Increases the
growth potential of both companies through the expansion of the
Milwaukee hub, building Kansas City into a focus city and continued
expansion of the Atlanta hub both into markets served by Midwest
and with the addition of new cities.
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Generates
estimated synergies of more than $60 million per year.
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Improves job
security for both companies’ employees, offering a merger
partner with a strong commitment to continuing the employment of
employees of both companies with increased employment, traffic and
taxable revenue expected in key cities like Milwaukee, Kansas City,
Atlanta and Orlando.
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