Exhibit 99.1
Letter of
Transmittal
To Offer to Exchange Each
Outstanding Share of Common Stock
(Including the Associated
Preferred Stock Purchase Rights)
of
MIDWEST AIR GROUP,
INC.
for $13.25 consisting
of
$6.6250 in Cash
and
0.5884 of a Share of AirTran
Holdings, Inc. Common Stock
by
Galena Acquisition Corp., a
wholly owned subsidiary of
AIRTRAN HOLDINGS,
INC.
Pursuant to the Prospectus dated
January 11, 2007
THE OFFER AND WITHDRAWAL RIGHTS
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
FEBRUARY 8, 2007, UNLESS THE OFFER IS EXTENDED. SECURITIES TENDERED
PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE, BUT NOT DURING ANY SUBSEQUENT OFFERING
PERIOD.
The exchange agent for the offer
is:
The Bank of New
York
|
|
|
|
|
|
|
By
Mail:
|
|
By Overnight
Courier:
|
|
By
Hand:
|
|
The Bank of New
York
|
|
The Bank of New
York
|
|
The Bank of New
York
|
|
Midwest Air
Group, Inc.
|
|
Midwest Air
Group, Inc.
|
|
Reorganization
Services
|
|
P.O. Box
859208
|
|
161 Bay State
Drive
|
|
101 Barclay
Street
|
|
Baintree, MA
02185-9208
|
|
Baintree, Ma
02184
|
|
Receive and
Deliver Window
|
|
|
|
|
|
Street
Level
|
|
|
|
|
|
New York, NY
10286
|
|
|
|
|
|
|
|
By Facsimile
|
|
|
|
|
|
(for Guarantees of
Delivery):
|
|
|
|
|
|
(781) 380-338
|
|
|
|
|
|
For Facsimile Confirmation
Call:
|
|
|
|
|
|
(781) 843-1833 ext. 0
|
|
|
DELIVERY OF THIS LETTER OF
TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A
FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
THE PROSPECTUS INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
|
|
|
|
|
|
|
|
|
DESCRIPTION OF SHARES
TENDERED
|
|
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) appear(s)
on Share
Certificate(s))
|
|
Share Certificate(s) and Share(s)
Tendered
(Attach additional list, if necessary)
|
|
|
|
Share Certificate
Number(s)*
|
|
Total Number of
Shares Evidenced
By Share
Certificate(s)*
|
|
Number of Shares
Tendered**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares
|
|
|
|
|
|
* Need
not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise
indicated, it will be assumed that all Shares evidenced by each
Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
|
This Letter of Transmittal is to be
used if certificates are to be forwarded herewith or, unless an
agent’s message (as defined in the Prospectus) is utilized,
if delivery of Midwest Shares (as defined below) is to be made by
book-entry transfer to the Exchange Agent’s account at The
Depository Trust Company (the “Book-Entry Transfer
Facility”) pursuant to the procedures set forth under in the
Prospectus under the caption “The Offer—Procedure for
Tendering.”
IF ANY OF THE CERTIFICATES
REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE
INSTRUCTION 9 OF THIS LETTER OF TRANSMITTAL.
Holders of outstanding shares of
common stock (the “Midwest Shares”) of Midwest Air
Group, Inc. (“Midwest”) whose certificates for such
Midwest Shares (the “Share Certificates”) are not
immediately available or who cannot deliver their Share
Certificates and all other required documents to the Exchange Agent
on or prior to the expiration date (as defined in the Prospectus),
or who cannot complete the procedure for book-entry transfer on a
timely basis, must tender their Midwest Shares according to the
guaranteed delivery procedure set forth in the Prospectus under the
caption “The Offer—Guaranteed Delivery.”
See Instruction 2. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange
Agent.
LOST CERTIFICATES
|
¨
|
I HAVE LOST MY
CERTIFICATE(S) THAT REPRESENTED
SHARES AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT
CERTIFICATE(S). I UNDERSTAND THAT I MUST CONTACT THE EXCHANGE AGENT
AND/OR MIDWEST TO OBTAIN INSTRUCTIONS FOR REPLACING LOST
CERTIFICATES. SEE INSTRUCTION 9.
|
TENDER OF SHARES
|
¨
|
CHECK HERE IF
TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
EXCHANGE AGENT’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY
TRANSFER):
|
|
|
Name of
Tendering Institution
|
|
¨
|
CHECK HERE IF
TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
|
|
|
Name(s) of
Tendering Shareholder(s)
|
|
|
Date of
Execution of Notice of Guaranteed Delivery
|
|
|
Name of
Institution which Guaranteed Delivery
|
|
|
If delivery is
by book-entry transfer:
|
|
|
|
Name of
Tendering Institution
|
NOTE: SIGNATURES MUST BE PROVIDED
BELOW.
PLEASE READ ACCOMPANYING
INSTRUCTIONS CAREFULLY.
2
Ladies and Gentlemen:
The undersigned hereby tenders to
Galena Acquisition Corp. (“Galena”), a Delaware
corporation and wholly owned subsidiary of AirTran Holdings, Inc.,
a Nevada corporation (“AirTran”), the above-described
shares of common stock, together with the Series A Junior
Participating Preferred Stock Purchase Rights (the “Midwest
Shares”), of Midwest Air Group, Inc. (“Midwest”),
pursuant to Galena’s offer to exchange $13.25 in value,
consisting of $6.6250 in cash, without interest, and 0.5884 of a
share of common stock, par value $0.001 per share, of AirTran
(“AirTran Shares”) for each outstanding Midwest Share,
upon the terms and subject to the conditions set forth in the
Prospectus, dated January 11, 2007 (the “Prospectus”),
receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together, as each may be amended, supplemented
or otherwise modified from time to time, constitute the
“Offer”). The undersigned understands that Galena
reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates the right to
purchase Midwest Shares tendered pursuant to the Offer, but any
such transfer or assignment will not relieve Galena of its
obligations under the Offer or prejudice the undersigned’s
rights to receive AirTran Shares and cash for Midwest Shares
validly tendered and accepted for exchange.
Upon the terms and subject to the
conditions of the Offer and effective upon acceptance of the
Midwest Shares tendered herewith in accordance with the terms of
the Offer, the undersigned hereby sells, assigns and transfers to,
or upon the order of, Galena all right, title and interest in and
to all of the Midwest Shares that are being tendered hereby (and
any and all dividends, distributions, rights, other Midwest Shares
or other securities issued or issuable in respect thereof on or
after the date hereof (collectively, a “Distribution”))
and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Midwest
Shares (and any Distribution), with full power of substitution
(such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates for
such Midwest Shares (and any Distribution), or transfer ownership
of such Midwest Shares (and any Distribution) on the account books
maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of Galena, (ii) present
such Midwest Shares (and any Distribution) for transfer on the
books of Midwest, and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Midwest Shares
(and any Distribution), all in accordance with the terms of the
Offer.
The undersigned hereby irrevocably
appoints designees of Galena as the attorneys and proxies of the
undersigned, each with full power of substitution, to exercise all
voting and other rights of the undersigned in such manner as each
such attorney and proxy or his substitute shall in his sole
discretion deem proper, with respect to all of the Midwest Shares
tendered hereby which have been accepted for exchange by Galena
prior to the time of any vote or other action (and any
Distribution), at any meeting of shareholders of Midwest (whether
annual or special and whether or not an adjourned meeting), by
written consent or otherwise. This proxy is irrevocable and is
granted in consideration of, and is effective upon, the acceptance
for exchange of such Midwest Shares by Galena in accordance with
the terms of the Offer. Such acceptance for exchange shall revoke
any other proxy or written consent granted by the undersigned at
any time with respect to such Midwest Shares (and any
Distribution), and no subsequent proxies will be given or written
consents will be executed by the undersigned (and if given or
executed, will not be deemed to be effective).
The undersigned hereby represents
and warrants that the undersigned has full power and authority to
tender, sell, assign and transfer the Midwest Shares tendered
hereby (and any Distribution) and that when the same are accepted
for exchange by Galena, Galena will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or Galena to be necessary or
desirable to complete the sale, assignment and transfer of the
Midwest Shares tendered hereby (and any Distribution).
3
All authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall
be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
The undersigned understands that
tenders of Midwest Shares pursuant to any one of the procedures
described in the Prospectus under the caption “The
Offer—Procedure for Tendering” and in the instructions
hereto will constitute a binding agreement between the undersigned,
Galena upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that under certain circumstances set
forth in the Prospectus, Galena may not be required to accept for
exchange any of the Midwest Shares tendered hereby.
The undersigned understands that the
delivery and surrender of Midwest Shares that the undersigned has
tendered is not effective, and the risk of loss of Midwest Shares
does not pass to the Exchange Agent, until the Exchange Agent
receives the Letter of Transmittal, duly completed and signed, or
an agent’s message (as discussed in the Prospectus in the
section entitled “The Offer—Procedure for
Tendering”) in connection with a book-entry transfer of
shares, together with all accompanying evidences of authority in
form satisfactory to Galena and any other required documents. THE
UNDERSIGNED UNDERSTANDS THAT ALL QUESTIONS AS TO THE FORM OF
DOCUMENTS (INCLUDING NOTICES OF WITHDRAWAL) AND THE VALIDITY, FORM,
ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR EXCHANGE
OF ANY TENDER OF MIDWEST SHARES WILL BE DETERMINED BY GALENA AND IN
ITS SOLE DISCRETION AND SUCH DETERMINATION SHALL BE FINAL AND
BINDING UPON ALL TENDERING MIDWEST SHAREHOLDERS. The undersigned
also understands that no tender of Midwest Shares is valid until
all defects and irregularities in tenders of Midwest Shares have
been cured or waived and that none of Galena, AirTran or the
Exchange Agent, the information agent, the dealer managers or any
other person is under any duty to give notification of any defects
or irregularities in the tender of any Midwest Shares or will incur
any liability for failure to give any such notification.
Unless otherwise indicated under
“Special Issuance Instructions,” please issue the
AirTran Shares and a check for cash (including any cash in lieu of
fractional AirTran Shares), and return any Midwest Shares not
tendered or not accepted for exchange, in the name(s) of the
undersigned (and, in the case of Midwest Shares tendered by
book-entry transfer, by credit to the account at the Book-Entry
Transfer Facility). Similarly, unless otherwise indicated under
“Special Delivery Instructions,” please mail the
AirTran Shares and a check for cash (including any cash in lieu of
fractional AirTran Shares) and any certificates for Midwest Shares
not tendered or not accepted for exchange (and accompanying
documents, as appropriate) to the undersigned at the address shown
below the undersigned’s signature(s). In the event that both
“Special Issuance Instructions” and “Special
Delivery Instructions” are completed, please issue the
AirTran Shares and a check for cash (including any cash in lieu of
fractional AirTran Shares) and return any Midwest Shares not
tendered or not accepted for exchange in the name(s) of, and mail
said check and any certificates to, the person(s) so indicated. The
undersigned recognizes that Galena has no obligation, pursuant to
the “Special Issuance Instructions,” to transfer any
Midwest Shares from the name of the registered holder(s) thereof if
Galena does not accept for exchange any of the Midwest Shares so
tendered.
4
|
|
|
|
|
SPECIAL ISSUANCE
INSTRUCTIONS
(See Instructions 1, 5, 6 and
7)
|
|
SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 1, 5, 6 and
7)
|
|
|
|
|
To be completed
ONLY if the AirTran Shares and the check for cash payable in the
Offer (less the amount of any federal income and backup withholding
tax
|