UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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ExpressJet Holdings, Inc.
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, schedule or registration statement no.:
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COMPANY CONTACTS
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ExpressJet Holdings, Inc.
Kristy Nicholas
Director—Communications
Telephone: (832) 353-1409
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SkyWest, Inc.
Michael J.
Kraupp
VP Finance and Treasurer
Telephone: (435) 634-3203
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EXPRESSJET AND SKYWEST RECEIVE NOTICE OF EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR PROPOSED
ACQUISITION
HOUSTON and ST. GEORGE, UT, Sept. 13, 2010 –
ExpressJet Holdings, Inc.
(NYSE: XJT) and
SkyWest, Inc. (Nasdaq: SKYW) (“SkyWest”) today announced they have been notified by the Federal Trade Commission that it granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to
SkyWest’s proposed acquisition of ExpressJet announced on August 4, 2010. The airlines’ Hart-Scott-Rodino Act filings were submitted on August 30, 2010.
“We appreciate the quick review of our filing so that we can move forward towards closing the transaction,” said Tom Hanley,
President and Chief Executive Officer of ExpressJet. “This transaction provides ExpressJet stockholders a significant premium over ExpressJet’s market price prior to the announcement and we believe that the combined airline will be able to
provide a stable platform for growth for ExpressJet employees after this transaction closes,” added Hanley.
ExpressJet
and SkyWest announced a definitive merger agreement on August 4, 2010 whereby SkyWest proposes to acquire all of the outstanding common shares of ExpressJet for $6.75 per share in cash. Following the merger, SkyWest intends to merge ExpressJet
Airlines, Inc. with Atlantic Southeast Airlines, Inc., (“Atlantic Southeast”) a wholly-owned subsidiary of SkyWest, upon the receipt of all required regulatory approvals and the satisfaction of other closing conditions. ExpressJet and
SkyWest continue to expect the transaction to close during fourth quarter 2010, subject to ExpressJet stockholder approval and customary closing conditions.
About ExpressJet
ExpressJet Holdings operates several divisions designed to leverage the management experience, efficiencies and economies of scale present
in its subsidiaries, including ExpressJet Airlines, Inc. and ExpressJet Services, LLC. ExpressJet Airlines serves 135 scheduled destinations in North America and the Caribbean with approximately 1,400 departures per day. Operations include capacity
purchase agreements for United and Continental as well as providing clients customized 50-seat charter options; and supplying third-party aviation and ground handling services. For more information, visit
www.expressjet.com
.
About SkyWest
Atlantic
Southeast, based in Atlanta, Georgia, and SkyWest Airlines, Inc., (“SkyWest Airlines”) based in St. George, Utah, are wholly-owned subsidiaries of SkyWest. Atlantic Southeast operates as a Delta Connection carrier under a contractual
agreement with Delta Air Lines (“Delta”) and as a United Express carrier under a contractual agreement with United Air Lines (“United”). SkyWest Airlines operates as United Express and Delta Connection carriers under contractual
agreements with United and Delta, respectively.
ExpressJet Announces Early Termination of DOJ Review/Page 2
SkyWest Airlines also has a marketing agreement with AirTran Airways, Inc. System-wide, SkyWest currently serves a total of approximately 225 cities in
the United States, Canada, Mexico and the Caribbean, with approximately 2,800 daily departures. This press release and additional information regarding SkyWest can be accessed at
www.skywest.com
.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
The transaction will be submitted to the stockholders of ExpressJet Holdings, Inc. (“XJT”) for their approval.
In connection with
the transaction, XJT filed a preliminary proxy statement with the Securities and Exchange Commission (“SEC”) on September 2, 2010. A definitive proxy statement will also be mailed to stockholders of XJT. XJT and SkyWest, Inc.
(“SKYW”) also plan to file other documents with the SEC regarding the transaction.
INVESTORS AND SECURITY HOLDERS OF EXPRESSJET ARE
URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XJT AND THE TRANSACTION.
Investors and stockholders will be able to obtain free copies of the proxy statement and other documents containing important information about XJT and
SKYW, once such documents are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov
. Copies of the documents filed with the SEC by XJT will be available free of charge on XJT’s website at
www.expressjet.com
under the tab “Investors” or by contacting XJT’s Investor Relations Department at (832) 353-1409. Copies of the documents filed with the SEC by SKYW will be available free of charge on SKYW’s
website at
www.skywest.com
under the tab “Invest” or by contacting SKYW’s Investor Relations Department at (435) 634-3203. None of the information included on any web site maintained by XJT, SKYW or any of their
affiliates, or any other Internet web site linked to any such web site, is incorporated by reference in or otherwise made a part of this press release.
XJT, SKYW and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of XJT in connection with the transaction. Information about the directors and executive officers of XJT is set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 2,
2010. Information about the directors and executive officers of SKYW is set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on March 12, 2010. These documents can be obtained free of charge
from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, in the transaction will be contained in the proxy
statement and other relevant materials to be filed with the SEC.
Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 that are not limited to historical facts, but reflect XJT’s and SKYW’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,”
“should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, XJT’s and SKYW’s expectations with respect to the synergies, costs and
other anticipated financial impacts of the transaction; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations and intentions with respect to future operations and services;
approval of the transaction by stockholders and by governmental regulatory authorities; the satisfaction of the closing conditions to the transaction; and the timing of the completion of the transaction. No assurance can be given that the
transaction will be completed or that completion will not be delayed.
ExpressJet Announces Early Termination of DOJ Review/Page 3
All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the
forward-looking statements, many of which are generally outside the control of XJT and SKYW and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, (1) the possibility that the transaction is
delayed or does not close, including due to the failure to receive required stockholder or regulatory approvals, the taking of governmental action (including the passage of legislation) to block the transaction, or the failure of other closing
conditions, and (2) the possibility that the expected synergies will not be realized, or will not be realized within the expected time period, because of, among other things, the progress of the merger between Continental Airlines, Inc. and
United Air Lines, Inc., global economic conditions, competitive actions taken by other airlines, terrorist attacks, natural disasters, difficulties in integrating the two airlines, the willingness of customers to travel by air, actions taken or
conditions imposed by the U.S. and foreign governments or other regulatory matters, excessive taxation, further industry consolidation and changes in airlines alliances, the availability and cost of insurance and public health threats.
XJT and SKYW caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in
XJT’s and SKYW’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning
XJT, SKYW, the transaction or other matters and attributable to XJT, SKYW or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither XJT nor SKYW undertakes any obligation to publicly
update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.
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