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OFFER TO EXCHANGE OUTSTANDING SHARES OF COMMON STOCK

Stock Conversion Exchange Agreement

OFFER TO EXCHANGE OUTSTANDING SHARES OF COMMON STOCK  | Document Parties: AIRTRAN HOLDINGS INC | MIDWEST AIR GROUP, INC You are currently viewing:
This Stock Conversion Exchange Agreement involves

AIRTRAN HOLDINGS INC | MIDWEST AIR GROUP, INC

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Title: OFFER TO EXCHANGE OUTSTANDING SHARES OF COMMON STOCK
Date: 1/11/2007
Industry: Airline     Sector: Transportation

OFFER TO EXCHANGE OUTSTANDING SHARES OF COMMON STOCK , Parties: airtran holdings inc , midwest air group  inc
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Exhibit 99.4

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 (THE “EXPIRATION DATE”), 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 SECURITIES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, BUT NOT DURING ANY SUBSEQUENT OFFERING PERIOD.

 


January 11, 2007

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been engaged by AirTran Holdings, Inc., a Nevada corporation (“AirTran”), to act as Dealer Managers in connection with offer by Galena Acquisition Corp. (“Galena”), a Delaware corporation and wholly owned subsidiary of AirTran to exchange $13.25 in value, consisting of $6.6250 in cash, without interest, and 0.5884 of a share of AirTran Common Stock, par value $0.001 per share (the “AirTran Shares”), for each outstanding share of common stock, together with the Series A Junior Participated Preferred Stock Purchase Rights (the “Midwest Shares”), of Midwest Air Group, Inc., a Wisconsin corporation (“Midwest”), upon the terms and subject to the conditions set forth in AirTran’s Prospectus, dated January 11, 2007 (the “Prospectus”), and the related Letter of Transmittal (which, together, as amended, supplemented or otherwise modified from time to time, constitute the “Offer”). We are asking you to furnish copies of the enclosed materials to your clients for whom you hold Midwest Shares whether the shares are registered in your name or the name of your nominee.

As discussed in the Prospectus, Galena is not conducting the Offer in any jurisdiction where the Offer would be legal under the laws of such jurisdiction.

No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of Galena, AirTran, the Exchange Agent, the Dealer Managers or the Information Agent for purposes of the Offer.

The Offer is conditioned upon, among other things, the following:

 

 

the “minimum tender condition”—there shall have been validly tendered and not properly withdrawn prior to the Expiration Date, that number of Midwest Shares representing, together with the shares owned by AirTran, Galena and AirTran’s other affiliates, at least a majority of the total voting power of all of the outstanding securities of Midwest entitled to vote generally in the election of directors or in a merger, calculated on a fully diluted basis, including, without limitation, all shares of Midwest common stock issuable upon the exercise of any options, warrants or other rights and upon the conversion of any Midwest securities, including, without limitation, the Midwest notes as defined below, but excluding the rights issued pursuant to the Midwest rights agreement, in each case, immediately prior to the Expiration Date;


 

 

the “rights redemption condition”—AirTran must be satisfied, in its sole discretion, that the board of directors of Midwest has redeemed the Series A Junior Participating Preferred Stock Purchase Rights issued pursuant to the rights agreement dated February 15, 2006 between Midwest Air Group, Inc. and American Stock Transfer & Trust Company, or that such rights have been invalidated or are otherwise inapplicable to the Offer and the second-step merger and that none of the Series A Junior Participating Preferred Stock is outstanding;

 

 

 

the “impairment condition”—Midwest shall not have entered into or effectuated any agreement or transaction with any person or entity contemplating a fleet expansion or a merger or acquis


 
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