SAN FRANCISCO, April 22, 2016 /PRNewswire/ -- Virgin
America Inc. (NASDAQ: VA) ("Virgin America") today announced that
its Board of Directors has postponed the airline's 2016 Annual
Meeting of Stockholders during the pendency of its proposed merger
with Alaska Air Group, Inc. (NYSE: ALK) ("Alaska Air Group").
As a result of this postponement and as is common for
companies in such circumstances, none of the proposals set forth in
Virgin America's definitive proxy statement on Schedule 14A filed
with the SEC on March 25, 2016 are
being submitted for consideration by Virgin America stockholders at
this time.
On April 4, 2016, Virgin America
and Alaska Air Group announced that they have entered into a
definitive merger agreement under which Alaska Air Group will
acquire Virgin America for $57.00 per
share in cash, or a total equity value of approximately
$2.6 billion, representing a 90.9
percent premium over Virgin America's volume-weighted average
trading price for the 30 trading day period ending March 22, 2016, the last trading day prior to
public rumors of the transaction by Virgin America and Alaska Air
Group. In connection with the transaction with Alaska Air
Group, Virgin America plans to hold a Special Meeting of
Stockholders to approve the proposed merger. Virgin America
will announce the date of the Special Meeting and the record date
for such meeting, as soon as practicable upon mailing of the proxy
statement for the Special Meeting.
Additional Information About the Merger and Where to Find
It
This communication may be deemed to be solicitation material in
respect of the merger of Virgin America with a wholly-owned
subsidiary of Alaska Air Group. Virgin America intends to file
relevant materials with the Securities and Exchange Commission (the
"SEC"), including a proxy statement in preliminary and definitive
form, in connection with the solicitation of proxies for the
merger. The definitive proxy statement will contain important
information about the proposed merger and related matters. BEFORE
MAKING A VOTING DECISION, STOCKHOLDERS OF VIRGIN AMERICA ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIRGIN AMERICA AND
THE MERGER. Stockholders will be able to obtain copies of the proxy
statement and other relevant materials (when they become available)
and any other documents filed by Virgin America with the SEC for no
charge at the SEC's website at www.sec.gov. In addition,
stockholders will be able to obtain free copies of the proxy
statement from Virgin America by contacting Virgin America's
Investor Relations Department by telephone at (650) 762-7000, by
mail to Virgin America Inc., Attention: Investor Relations
Department, 555 Airport Boulevard, Burlingame, California 94010, or by going to
Virgin America's Investor Relations page on its corporate website
at http://ir.virginamerica.com.
Participants in the Solicitation
Alaska Air Group, Virgin America and certain of their respective
directors, executive officers and other employees may be deemed to
be participants in the solicitation of proxies from Virgin
America's stockholders in respect of the merger. Information
concerning the ownership of Virgin America securities by Virgin
America's directors and executive officers is included in their SEC
filings on Forms 3, 4 and 5, and additional information about
Virgin America's directors and executive officers is also available
in Virgin America's proxy statement for its 2016 annual meeting of
stockholders filed with the SEC on March 25,
2016, and is supplemented by other public filings made, and
to be made, with the SEC by Virgin America. Information concerning
Alaska Air Group's directors and executive officers is available in
Alaska Air Group's proxy statement for its 2016 annual meeting of
stockholders filed with the SEC on April 1,
2016. Other information regarding persons who may be deemed
participants in the proxy solicitation, including their respective
interests by security holdings or otherwise, will be set forth in
the definitive proxy statement that Virgin America intends to file
with the SEC. These documents can be obtained free of charge from
the sources indicated above.
Forward-Looking Statements
This communication contains forward-looking statements, within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of
1934, as amended, about Alaska Air Group, Virgin America and the
proposed merger. Forward-looking statements are statements that are
not historical facts. These statements can be identified by the use
of forward-looking terminology such as "believe," "expect," "may,"
"should," "project," "could," "plan," "goal," "potential," "pro
forma," "seek," "estimate," "intend" or "anticipate" or the
negative thereof or comparable terminology, and include discussions
of strategy, financial projections, guidance and estimates
(including their underlying assumptions), statements regarding
plans, objectives, expectations or consequences of announced
transactions and statements about the future performance,
operations and services of Virgin America. Virgin America cautions
readers not to place undue reliance on these statements. These
forward-looking statements are subject to a variety of risks and
uncertainties. Consequently, actual results and experience may
materially differ from those contained in any forward-looking
statements. Such risks and uncertainties include the following: the
failure to obtain Virgin America stockholder approval of the
proposed merger; the possibility that the closing conditions to the
proposed merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval; delay in closing the merger or the
possibility of non-consummation of the merger; the occurrence of
any event that could give rise to termination of the merger
agreement; the risk that stockholder litigation in connection with
the contemplated merger may affect the timing or occurrence of the
contemplated merger or result in significant costs of defense,
indemnification and liability; risks inherent in the achievement of
anticipated synergies and the timing thereof; risks related to the
disruption of the merger to Virgin America and its management; the
effect of the announcement of the merger on Virgin America's
ability to retain and hire key personnel and maintain relationships
with suppliers and other third parties; labor costs and relations,
general economic conditions, increases in operating costs including
fuel, inability to meet cost reduction goals, an aircraft accident,
and changes in laws and regulations. These risks and others
relating to Virgin America are described in greater detail in
Virgin America's SEC filings, including Virgin America's Annual
Report on Form 10-K for the fiscal year ended December 31, 2015, as well as in other documents
filed by Virgin America with the SEC after the date thereof. Virgin
America makes no commitment to revise or update any forward-looking
statements in order to reflect events or circumstances occurring or
existing after the date any forward-looking statement is made.
About Virgin America: Known for its mood-lit cabins, three
beautifully designed classes of service and
innovative fleetwide amenities — like touch-screen personal
entertainment, WiFi and power outlets at every seat, Virgin
America has built a loyal following of flyers and earned a
host of awards since launching in 2007 — including being named
the "Best U.S. Airline" in Condé Nast Traveler's Readers'
Choice Awards and "Best Domestic Airline" in Travel
+ Leisure's World's Best Awards for the past eight consecutive
years. For more: www.virginamerica.com.
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SOURCE Virgin America Inc.