Exhibit 99.5
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SECURITIES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY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 Our Clients:
Enclosed for your consideration are
the Prospectus, dated January 11, 2007, and the related Letter
of Transmittal (which together, as amended, supplemented or
otherwise modified from time to time, constitute the
“Offer”) in connection with the offer by Galena
Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of AirTran Holdings, Inc., a Nevada corporation
(“AirTran”), to exchange of $6.6250 in cash, without
interest, and 0.5884 of a share of AirTran common stock, par value
$0.001 per share (“AirTran Shares”), for each
outstanding share of common stock, together with the Series A
Junior Participating Preferred Stock Purchase Rights (the
“Midwest Shares”), of Midwest Air Group, Inc., a
Wisconsin corporation (“Midwest”). We are the holder of
record (directly or indirectly) of Midwest Shares held for your
account. A tender of such Midwest Shares can be made only by us as
the holder of record and pursuant to your instructions. The Letter
of Transmittal is furnished to you for your information only and
cannot be used by you to tender Midwest Shares held by us for your
account.
We request instructions as to
whether you wish us to tender any or all of the Midwest Shares held
by us for your account, upon the terms and subject to the
conditions set forth in the Prospectus and the related Letter of
Transmittal (which, together, as amended, supplemented or otherwise
modified from time to time, constitute the
“Offer”).
The Offer is conditioned upon, among
other things, the following:
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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validly tendered and not properly withdrawn prior to the Expiration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;
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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
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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;
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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
acquisition with respect to Midwest or any of its subsidiaries
otherwise having the effect of impairing AirTran’s ability to
acquire Midwest or that would materially adversely affect the
expected economic value to AirTran of the acquisition of
Midwest;
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the
“regulatory condition”—any waiting periods under
applicable antitrust laws shall have expired or
terminated;
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the “NYSE
condition”—the shares of AirTran common stock to be
issued to Midwest shareholders in the offer shall have been
authorized for listing on the New York Stock Exchange (
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