MONTREAL, Nov. 14, 2020 /CNW Telbec/ - Transat A.T. Inc. ("Transat" or the "Corporation"), announces the mailing to its shareholders of its management proxy solicitation circular (the "Circular") and related proxy materials in connection with the special meeting of shareholders to be held at 10:00 a.m. on December 15, 2020 in a virtual only format at https://web.lumiagm.com/481453964, in accordance with the terms of an interim order of the Québec Superior Court obtained on November 10, 2020. A copy of the Circular has been filed with Canadian securities regulatory authorities and may be found under the Corporation's profile on SEDAR at www.sedar.com and on Transat's website.
The purpose of the meeting is to obtain shareholder approval of the plan of arrangement with Air Canada pursuant to the arrangement agreement entered into between the Corporation and Air Canada on October 9, 2020 and announced on October 10, 2020. A copy of the arrangement agreement has been filed with Canadian securities regulatory authorities and may be found under the Corporation's profile on SEDAR at www.sedar.com.
The Circular contains important information regarding the revised arrangement agreement with Air Canada for the acquisition of all the issued and outstanding shares of Transat at a price of $5.00 per share, payable at the holder's option either in cash or shares of Air Canada (which will be issued based on a reference price of $17.47 for each Air Canada share), or a combination thereof (the "Transaction"). The Circular also explains how shareholders can vote at the meeting, the background that led to the Transaction, and the reasons that led the special committee of the board of directors as well as the board of directors to unanimously determine that the Transaction is in the best interests of Transat and its stakeholders, approve the arrangement agreement and recommend that Transat shareholders vote in favour of the Transaction.
Shareholders of record at the close of business on November 10, 2020 will be entitled to vote at the meeting in accordance with the voting rights corresponding to their shares.
In addition, shareholders wishing to receive the share consideration (i.e. 0.2862 voting shares of Air Canada for each voting share of the Corporation), must return the Letter of Transmittal and Election Form, attached to the Circular, to AST Trust Company (Canada), acting as the depositary, by 5:00 p.m. (Montréal time) on or before the date that is two business days prior to the date of completion of the Transaction (the "Election Deadline").
Transat will include notice of the Election Deadline in a press release disseminated over newswire service in Canada at the latest on the business day immediately before the Election Deadline. Investors who purchase shares of the Corporation shortly before the completion of the Transaction are advised that they may not have sufficient time in order to submit a duly completed Letter of Transmittal and Election Form by the Election Deadline in respect of such shares and should consult with their broker, trust company or other intermediary and seek advice from their professional advisers in advance of any such trades.
The Corporation has retained Kingsdale Advisors to act as proxy solicitation agent and to answer information requests from shareholders with regard to shareholder approval of the plan of arrangement with Air Canada. Communications with Kingsdale Advisors may be made (i) by e-mail at firstname.lastname@example.org or (ii) by phone at toll-free at 1-888-518-1552 or collect call outside North America at 1-416-867-2272.
Caution Regarding Forward-Looking Information
This news release includes forward-looking statements within the meaning of applicable securities laws. Examples of such statements include statements with respect to the timing and outcome of the transaction with Air Canada, the anticipated timing of the special shareholders' meeting and the satisfaction or waiver of the closing conditions. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Forward-looking statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors.
The transaction with Air Canada is subject to shareholder approval, court approval, regulatory approvals, approval of the Toronto Stock Exchange and certain customary conditions and compliance with the revised covenants contained in the revised Arrangement Agreement (including with respect to Transat's level of net indebtedness on closing) and there are no assurances that the transaction will be completed on the terms and conditions described in this news release or at all. If the proposed transaction is not completed for any reason, there is a risk that the announcement of such transaction and the dedication of substantial resources of the Corporation to the completion thereof could have a negative impact on the Corporation's operating results and business generally, and could have a material adverse effect on the current and future operations, financial condition and prospects of the Corporation, including the loss of investor confidence in connection with the Corporation's ability to execute its strategic plan. In addition, failure to complete the proposed transaction for any reason could materially negatively impact the market price of the Corporation's securities. If the proposed transaction is not completed for any reason, there can be no assurance that management will be successful in its efforts to identify and implement other strategic alternatives that would be in the best interests of the Corporation and its stakeholders within the context of existing economic, market, regulatory and competitive conditions in the industries in which the Corporation operates, on favourable terms and timing or at all, and, if implemented, that such actions would have the planned results. We also have incurred significant transaction and related costs in connection with the proposed transaction, and additional significant or unanticipated costs may be incurred.
Any forward-looking statements contained in this news release represent expectations as of the date of this news release and are subject to change after such date. However, except as required under applicable securities regulations, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, is disclaimed.
Transat A.T. Inc. is a leading integrated international tourism company specializing in holiday travel. It offers vacation packages, hotel stays and air travel under the Transat and Air Transat brands to some 60 destinations in more than 25 countries in the Americas and Europe. Transat is firmly committed to sustainable tourism development, as reflected in its multiple corporate responsibility initiatives over the past 12 years, and was awarded Travelife certification in 2018. Based in Montreal, the company has approximately 5,000 employees (TSX: TRZ).
SOURCE Transat A.T. Inc.