Category: Air Transat

Transat reiterates its support for the arrangement with Air Canada

Provided by Transat A.T. Inc/CNW

MONTREAL, Aug. 20, 2019 /CNW Telbec/ – Transat A.T. Inc. (“Transat” or the “Corporation”), today confirms that it has taken note of Pierre Karl Péladeau’s press release dated August 19, 2019 regarding his recommendation to shareholders with respect to the arrangement with Air Canada (the “Arrangement”). Transat notes that pursuant to this press release, no offer to acquire Transat has been made by Mr. Péladeau or any of his business associates.

Absence of an alternative offer

The arrangement with Air Canada is the result of a rigorous and diligent process by Transat’s board of directors (the “Board”) supported by financial and legal advisors over a period of more than 6 months. Transat has never received any offer from Mr. Péladeau or any of his business associates to acquire Transat, and this, despite the April 30, 2019announcement to the effect that Transat was in preliminary discussions with more than one party interested in acquiring it. Since the execution of the arrangement agreement with Air Canada on June 27, 2019, Mr. Péladeau or any other interested party could have made an offer to Transat, in the manner specifically provided for in the arrangement agreement. The process contemplated permits the offeror under any qualifying offer to undertake the necessary due diligence. Transat has not received any such offer to date.

Essentially, as no other offer has been received, our Shareholders have the choice between on the one hand, receiving $18 in all-cash consideration for each Transat share they hold, or on the other hand, bearing the risks associated with the implementation of Transat’s strategic plan. There is currently no concrete alternative transaction on the table.

The Arrangement with Air Canada benefits all our stakeholders, notably (i) our travellers, by enhancing route offerings, frequencies, connection times and leisure travel options, (ii) our communities, by maintaining the Transat head office and its key functions in Montréal and by introducing additional regional and U.S. networks allowing for Montreal to become a leading global hub, and (iii) our employees, by providing better job security and additional development opportunities through greater growth prospects.

Two Leading Independent Proxy Advisory Firms Recommend Transat Shareholders Vote FOR the Plan of Arrangement with Air Canada

Provided by Transat A.T. Inc/CNW

Glass Lewis Follows ISS by Issuing Favourable Recommendation

Shareholders Reminded to Vote in Advance of Proxy Voting Deadline

MONTREAL, Aug. 15, 2019 /CNW Telbec/ – Transat A.T. Inc. (“Transat” or the “Corporation”) is pleased to announce that Glass, Lewis & Co., LLC (“Glass Lewis”) has recommended that Transat shareholders vote FOR the plan of arrangement (the “Arrangement”) between Transat and Air Canada.

Glass Lewis is a leading independent third-party proxy advisory firm which, among other services, provides proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

Favourable ISS Recommendation

As announced by the Corporation on August 13, 2019, Institutional Shareholder Services Inc. (“ISS”), another leading independent third-party proxy advisory firm, has also recommended that Transat shareholders vote FOR the Arrangement.

Arrangement Agreement with Air Canada

Under the terms of the binding arrangement agreement entered into by the Corporation and Air Canada on June 27, 2019, amended on August 11, 2019, and unanimously approved by the board of directors of Transat (the “Board”), Air Canada will acquire all outstanding shares of Transat for $18 per share. The value of the all-cash transaction is approximately $720 million.

Leading independent proxy advisory firm recommends Transat shareholders vote FOR the proposed plan of arrangement with Air Canada

Provided by Air Transat A.T. Inc/CNW

MONTREAL, Aug. 13, 2019 /CNW Telbec/ – Transat A.T. Inc. (“Transat” or the “Corporation”) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) has recommended that Transat Shareholders vote FOR the plan of arrangement (the “Arrangement”) between Transat and Air Canada.

This favourable recommendation of ISS was first published on August 11, 2019, based on the original price of $13 per share that was reflected in the pre-amended binding arrangement agreement by which Air Canada was to acquire all outstanding shares of Transat. ISS reiterated its recommendation that Transat Shareholders vote FOR the Arrangement in a subsequent alert after the price per share payable by Air Canada was increased to $18 under an amendment dated August 11, 2019.

Favourable ISS Recommendation

ISS is a leading independent, third-party, proxy advisory firm which, among other services, provides proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

In reaching its conclusion, ISS noted:

“The acquisition by Air Canada is supported given the significant premium and certainty of the all-cash consideration; the execution risks associated with other alternatives, including the status quo; and the sale process conducted by the board, which appears to have provided alternative bidders ample opportunity to submit superior offers.

Arrangement Agreement with Air Canada

Under the terms of the binding arrangement agreement entered into by the Corporation and Air Canada on June 27, 2019, amended on August 11, 2019, and unanimously approved by the board of directors of Transat (the “Board”), Air Canada will acquire all outstanding shares of Transat for $18 per share. The value of the all-cash transaction is approximately $720 million.

Special Meeting of Transat Shareholders

In accordance with the terms of an interim order of the Québec Superior Court obtained on July 17, 2019, Transat Shareholders will be asked to consider and vote on a special resolution approving the Arrangement. A special meeting of Transat shareholders (the “Meeting”) will be held at 10:00 am on Friday, August 23, 2019 at the Sofitel Montreal Hotel located at 1155 Sherbrooke Street West, Montréal, Quebec.

Transat’s Board and the special committee of the Board (the “Special Committee”), supported by their financial and legal advisors, reiterate their unanimous recommendation that the Arrangement with Air Canada is in the best interest of Transat and its stakeholders and is fair to Transat shareholders, and unanimously recommend that shareholders:

The Tribunal administratif des marchés financiers (Québec) blocks Groupe Mach’s Scheme

Provided by Transat A.T. Inc/CNW

  • Mach prohibited from acquiring any Transat shares under its Scheme
  • Mach forbidden from using any proxies associated with shares deposited under the Scheme

MONTRÉAL, Aug. 12, 2019 /CNW Telbec/ – Transat A.T. Inc. (“Transat” or the “Corporation”), announced today that the Tribunal administratif des marchés financiers (Québec) has accepted by way of a majority decision, with immediate effect, Transat’s application to cease trade the offer made by Groupe Mach Acquisition Inc. (“Mach”) on August 2, 2019 to acquire 6.9 million Class B voting shares of Transat (the “Scheme”).

As a result, Mach is not allowed to acquire any shares under its Scheme and is expected to return promptly to shareholders any shares already deposited by them to Mach under its scheme. Mach is also forbidden from using any proxies associated with shares deposited under the Scheme.

Transat’s board of directors (the “Board”) and the special committee of the Board (the “Special Committee”), supported by their financial and legal advisors, reiterate their unanimous recommendation that the Arrangement with Air Canada is in the best interest of Transat and its stakeholders and is fair to Transat shareholders, and unanimously recommend that shareholders:

Vote FOR the special resolution approving the Arrangement with Air Canada

Special Meeting of Transat Shareholders

A special meeting of shareholders (the “Meeting”) will be held at 10:00 am on Friday, August 23, 2019 at the Sofitel Montréal Hotel located at 1155 Sherbrooke Street West, Montréal, Quebec, in accordance with the terms of an interim order of the Québec Superior Court obtained on July 17, 2019. At the Meeting, shareholders will be asked to consider and vote on the special resolution approving the Arrangement with Air Canada.

The Board encourages all shareholders to vote well in advance of the proxy cut-off time of 5:00 p.m. (Montréal time) on August 21, 2019.

Transat has retained Kingsdale Advisors to act as its strategic shareholder advisor and proxy solicitation agent, to answer information requests from shareholders and to assist in the submission of proxies and voting instructions. Communications with Kingsdale Advisors may be made by phone toll free within North America at 1-888-518-1552, or collect call outside North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.

A copy of the management proxy circular of the Corporation dated July 19, 2019 and related Meeting materials have been mailed to shareholders on July 23, 2019 and are also available on SEDAR under Transat’s profile at www.sedar.com, on Transat’s website at www.transat.com or by contacting Kingsdale Advisors.

Air Canada and Transat announce Increased Purchase Price to $18 per Share for 100% of Transat and Lock-up and Support Agreement with Transat’s Largest Shareholder, Letko Brosseau

Provided by Air Canada/CNW

  • Air Canada to increase its purchase price from $13 to $18 per share, representing an aggregate purchase price of approximately $720 million
  • Letko Brosseau, Transat’s largest shareholder holding approximately 19.3% of outstanding shares, has entered into a lock-up and support agreement, confirming its support for the Air Canada acquisition

MONTREAL, Aug. 11, 2019 /CNW Telbec/ – Air Canada and Transat A.T. Inc. (“Transat“) announced today that Air Canada has agreed to increase the purchase price for the acquisition of all issued and outstanding shares of Transat, from $13 to $18 per share and have amended the Arrangement Agreement dated June 27, 2019 accordingly. Based on the increased consideration, the value of the all-cash transaction is approximately $720 million.

Air Canada has also entered into a lock-up and support agreement with Transat’s largest shareholder, Letko Brosseau & Associates Inc., who beneficially owns or has control or direction over 7,277,104 Class B voting shares or approximately 19.3% of all issued and outstanding shares of Transat. Under the terms of its Lock-up and Support Agreement, Letko Brosseau has agreed to support and vote all of the Class B voting shares of Transat it controls at the Special Meeting of Shareholders of Transat on August 23, 2019 or at any adjournment or postponement thereof, in favour of Air Canada’s acquisition of Transat.

Amendments to the Arrangement Agreement between Air Canada and Transat were unanimously approved by the Board of Directors of Transat and its Special Committee, and are included in an Amending Agreement that provides for the following:

  • an increase in the price payable by Air Canada from $13 to $18 per share, for 100% of all issued and outstanding Class A and Class B shares of Transat
  • an increase in the break fee payable by Transat from $15 million to $40 million in case of termination of the agreement in certain circumstances, including upon acceptance of a Superior Proposal that is not matched by Air Canada
  • a change to the definition of Superior Proposal under the Arrangement Agreement, from a third-party unsolicited bona fide written acquisition proposal, made at a firm price per share equal to or exceeding $14 to one that must be equal to or exceed $19 in cash

The terms and conditions of the Arrangement Agreement otherwise remain unchanged.

“After extensive consultations with Letko Brosseau and several other large shareholders of Transat, we agreed to materially increase our price to ensure the transaction receives the necessary level of support at the Special Meeting of Shareholders of Transat, said Calin Rovinescu, President and Chief Executive Officer of Air Canada. We are therefore very pleased to have received Letko Brosseau’s strong endorsement for our transaction. We know this achieves the best possible outcome for all stakeholders. For shareholders of Transat and Air Canada, the combination delivers excellent value, while also providing increased job security for both companies’ employees through greater growth prospects. Air Canada intends to preserve the Transat and Air Transat brands and maintain the Transat head office and its key functions in Montreal. Travellers will benefit from the merged companies’ enhanced capabilities in the highly competitive, global leisure travel market and from access to new destinations, more connecting traffic and increased frequencies. The Quebec economy will derive maximum advantage of having a Montreal-based, growth-oriented global champion in aviation, the world’s most international business, spurring more employment and securing Montréal’s position as a leader among world aviation centres”, added Mr. Rovinescu.

“We are very pleased by the added stability brought about by Air Canada’s increased bid as supported by Transat’s largest shareholder, Letko Brosseau. We appreciate the time and energy that Air Canada has spent in extensive consultations with our shareholders, in addition to our own efforts, with a view to ensuring the best outcome for all stakeholders. This fully funded cash transaction is the ideal platform for Transat’s continued presence and growth in Montreal. We look forward to joining forces with a proven and successful player in our highly competitive and complex industry” said Jean-Marc Eustache, President and Chief Executive Officer of Transat.

Transat has obtained fairness opinions from each of National Bank Financial and BMO Capital Markets that, as of August 11, 2019, subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the Transat shareholders pursuant to the Amending Agreement is fair to such shareholders from a financial point of view.

The Board of Directors of Transat and its Special Committee, supported by their financial and legal advisors, unanimously reiterate that the Arrangement with Air Canada is in the best interest of Transat and its stakeholders and is fair to Transat shareholders, and unanimously recommend that shareholders:

Vote FOR the special resolution approving the Arrangement with Air Canada

Voting Information for August 23, 2019 Meeting

For Transat shareholders who have submitted their proxies or voting instructions to Transat in favour of the Plan of Arrangement with Air Canada and do not wish to change their votes on the matters set forth therein, no further action is required and their votes will be counted at the meeting for the approval of the transaction with Air Canada in accordance with the proxies or voting instructions already submitted. For Transat shareholders who have already submitted their proxies or voting instructions and wish to change their votes, they must comply with the proxy revocation procedures set forth in the management proxy circular of Transat mailed on July 23, 2019. The cut-off time for voting and the withdrawal of proxies is 5:00 p.m. (Montréal time) on August 21, 2019. The time limit for the deposit and withdrawal of proxies may be waived by the chair of the Meeting at his discretion without notice. Transat shareholders holding their shares through a broker, investment dealer or other intermediary should contact such intermediary without delay if they wish to change their voting instructions. Transat shareholders who require assistance in submitting or changing their proxies or voting instructions may direct their inquiries to Transat’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll free in North America at 1 (888) 518-1552 or collect call outside North America at (416) 867-2272 or by e-mail at contactus@kingsdaleadvisors.com

Mach Scheme

The Board of Directors of Transat reiterates that it urges shareholders to REJECT Groupe Mach’s highly abusive, coercive, misleading and conditional scheme. VOTING FOR THE ARRANGEMENT WILL REJECT GROUPE MACH’S SCHEME. Shareholders who have already deposited their Transat shares with Mach can reverse this by withdrawing their Transat shares by contacting their broker. For further assistance, shareholder should contact Transat’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll free in North America at 1 (888) 518-1552 or collect call outside North America at (416) 867-2272 or by e-mail at contactus@kingsdaleadvisors.com.

Plan of Arrangement

The acquisition will proceed by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act. The transaction remains subject to regulatory and shareholder approvals and the other closing conditions set out in the Arrangement Agreement. If such approvals are obtained and conditions are met, the transaction is expected to be completed in early 2020. Further details regarding the transaction are provided in Transat’s management proxy circular for the special meeting of  shareholders and in the Arrangement Agreement and the Amending Agreement entered into between Air Canada and Transat, copies of which are available on SEDAR at www.sedar.com.

Transat warns its shareholders against Mach’s highly abusive, coercive, misleading and conditional scheme and urges them to reject it

Provided by Transat A.T. Inc/CNW

Transat to launch complaint to securities regulator to block Groupe Mach’s abusive scheme

MONTREAL, Aug. 6, 2019 /CNW Telbec/ – Transat A.T. Inc. (“Transat”), one of the largest integrated tourism companies in the world and Canada’s holiday travel leader, announced that it is filing today a complaint with the Tribunal administratif des marchés financiers, regarding Groupe Mach Acquisition Inc.’s highly abusive, coercive, misleading and conditional offer to acquire 6.9 million Class B voting shares of Transat (the “Class B Shares”) made on August 2, 2019 (the “Scheme”), representing approximately 19.5% of Transat’s Class B Shares.

Transat’s board of directors (the “Board”) and the special committee of the Board (the “Special Committee”), supported by their financial and legal advisors continue to unanimously reiterate that the arrangement with Air Canada is in the best interest of Transat and its stakeholders and is fair to its shareholders, and unanimously recommend that Transat shareholders:

  1. Vote FOR the arrangement resolution approving the plan of arrangement with Air Canada; and
  2. REJECTthe Mach Scheme and NOT DEPOSIT their shares with Mach.

The Board, the Special Committee and their advisors categorically reject Mach’s Scheme as highly abusive, coercive, misleading and conditional, and prejudicial to the interests of shareholders and putting them at significant risk by unfairly disregarding their interests and subverting applicable securities rules designed to protect shareholders and treat them fairly and equally and to protect the integrity of capital markets.

Notably, the Board warns that Mach has made no commitment to acquire and pay for any of the shares deposited under its Scheme. The Scheme disenfranchises shareholders without any guarantee of compensation by (1) encouraging them to deposit their shares and concurrently grant proxies in favour of Mach for all deposited shares, irrespective of the number of shares, if any, that may ultimately be taken-up and paid for, and (2) using these proxies to vote against the proposed Arrangement with Air Canada (the “Air Canada Arrangement”) at the Special Meeting, and without any disclosure regarding Mach’s plans and intentions for Transat and its shareholders.

The Board is highly concerned by the fact that shareholders will only find out after the Special Meeting whether Mach will actually take up and pay for any of the very same Class B Shares already voted on their behalf at the Special Meeting.

Transat is taking vigorous and immediate actions against Mach’s abusive scheme to protect its shareholders

Transat is filing an application with the Tribunal administratif des marchés financiers to challenge Mach’s Scheme. In addition, Transat is reviewing other potential legal proceedings with the goal of protecting shareholders from the Scheme and defending their interests, and the integrity of capital markets.

Transat is sending to its shareholders a letter containing the detailed reasons supporting the Board’s recommendation that shareholders 1) vote FOR the arrangement resolution approving the plan of arrangement with Air Canada; and 2) REJECT the Mach Scheme and NOT DEPOSIT their shares with Mach. A copy of such letter is available under Transat’s SEDAR profile at www.sedar.com and on Transat’s website at transat.com.

Transat has retained Kingsdale Advisors to act as its strategic shareholder advisor and proxy solicitation agent and to answer information requests from shareholders. Communications with Kingsdale Advisors may be made by phone toll free within North America at 1-888-518-1552, or collect call outside North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.

Beware of Mach’s misleading promise of a better deal and coercive and unfair shareholder treatment

Mach’s Scheme is not a better deal for all the shares of Transat, but a partial bid on a limited number of shares representing 19.5% of the outstanding Class B Shares, and therefore does not provide liquidity to all shareholders of Transat.

Contrary to its claims that it is seeking to protect Transat’s shareholders, Mach’s Scheme is highly prejudicial to their interests and coercive. It is designed to create uncertainty to entice shareholders to act quickly and contrary to their own interests. The Scheme is limited to the holders of Class B Shares as of July 17, 2019, the record date set by Transat to determine the shareholders entitled to vote on the Air Canada Arrangement, thus excluding all Class B Shares acquired after such date. The bid also excludes all Class A variable voting shares, thereby frustrating the principle that such shares be treated on equal footing with the Class B Shares.

In contrast, the Air Canada Arrangement is fair to all shareholders and provides liquidity for all of the shares held by all of Transat’s shareholders, not only a small fraction of them.

By setting the mark just below the regulatory threshold of 20% of the outstanding Class B Shares, Mach is deliberately evading the take-over bid rules of Canadian securities laws designed to protect shareholders and afford them with a fair and equal treatment and sufficient time and information to make informed decisions.

Beware of Mach’s abusive attempt to obtain voting rights for free

The Scheme and Mach’s concurrent proxy solicitation efforts are value-destructive for all shareholders. Mach has designed a Scheme that allows it to exercise all of the voting rights of shareholders who deposit their Class B Shares, before committing to purchase all or even any of them.

Mach’s Scheme purports to offer a premium which will however be paid, if at all, on a limited number of shares and only on up to a maximum of 19.9% of all outstanding Class B Shares. Shareholders face a significant risk of receiving the price offered by Mach for only a fraction and not all of their shares, with no premium on the remainder. As a result, shareholders will be left holding substantially all, if not all, the shares they originally held with no guarantee of any future liquidity and exposed to significant market and other risks and fluctuations under the newly acquired influence and control of Mach.

The Scheme is a “bait and switch” tactic: Mach wants to vote all of the Class B Shares deposited by Transat shareholders while paying for none or only some of them. Mach intends to vote 100% of the proxies but, in reality, may only pay for up to 19.9% of the total number of Class B Shares, if any at all, thereby returning the remaining voting shares to shareholders. The remaining voting shares (being at least 80.1%) then held by shareholders would return to the market price that would prevail after the proposed Arrangement with Air Canada has been rejected. Mach could therefore potentially unilaterally derail the transaction with Air Canada without paying a penny.

Beware of Mach’s highly conditional Scheme

Mach’s Scheme is highly conditional and can be withdrawn, modified or extended for any reason and at any time given the extremely broad and discretionary conditions attached to Mach’s Scheme and crafted in its favour. Mach’s only intention is to vote against the Air Canada Arrangement, thereby preventing Transat’s shareholders from receiving the premium represented by Air Canada’s offer for 100% of the shares, and undermining a transaction that is in the best interest of Transat and all of its stakeholders.

The Board and the Special Committee urge shareholders to reject Mach’s Scheme, an entity with no expertise in the highly complex airline industry, no proof of financial ability to fund the Scheme, and which has made multiple and changing proposals over time while failing to set out any plan or vision for Transat.

Transat Advises its Shareholders to Take No Action on Group MACH’s Offer

Provided by Transat A.T. Inc./CNW

MONTREAL, Aug. 2, 2019 /CNW Telbec/ – Transat A.T. Inc. (“Transat”) one of the largest integrated tourism companies in the world and Canada’s holiday travel leader, today confirms it has taken note of Group MACH Inc.’s press release regarding its unsolicited mini tender offer to acquire 19.5% of Transat’s Class B voting shares (the “Offer”).

Take No Action on the Offer
The special committee of the Transat’s board of directors (the “Special Committee”) is reviewing the terms of the Offer with its advisors for the purposes of making a recommendation to shareholders as to its terms.

Transat shareholders are advised to TAKE NO ACTION on the Offer and NOT TO TENDER THEIR SHARES until Transat’s board of directors has made a formal recommendation to shareholders. Having taken note of the press release announcing the Offer, the Special Committee will consider it with its advisors before making a formal recommendation to Transat’s board of directors. Shareholders will be notified of any recommendation of the board of directors through a news release.

Air Transat’s A321neoLRs to fly from YVR to new South destinations

News provided by TravelWeek.ca – link to full story

Friday, August 2, 2019 – Posted by Travelweek Group

MONTREAL – This winter will be a good one for Air Transat customers in Vancouver. Thanks to the addition of all-new Airbus A321neoLRs, the carrier will be offering new destinations out of YVR, including Fort Lauderdale, making it the sole company to fly direct between the two cities.

In addition to the Florida hotspot, Air Transat will also be adding departures to Liberia and San Jose in Costa Rica, plus a direct flight to Punta Cana, Dominican Republic.

Onboard the new aircraft, customers can enjoy an entirely redesigned cabin interior for an elevated inflight experience. Club Class, with its exclusive cabin and personalized service, has been given a new look complete with 12 deep-blue natural leather seats, wider individual touch screens equipped with USB ports and state-of-the-art entertainment system, and leg rests for maximum comfort.

In Economy Class, the light-blue natural leather seats are wider than those of previous generations of Airbus, and are equipped with larger individual touch screens and USB ports to charge electronic devices.

Another benefit of the Airbus A321neoLR is that it’s in line with Air Transat’s continued sustainability efforts. Its engines have the lowest fuel consumption and greenhouse gas emissions in their class, plus it generates 50% less noise and produces about 5,000 fewer tonnes of CO2 a year compared to previous generation Airbus aircraft. Moreover, it lowers NOX emissions, which contribute to smog and acid rain.

Here are the 21 South and Europe destinations Air Transat will offer this winter from Vancouver:

Air Transat’s A321neoLRs to fly from YVR to new South destinations

Mach Announces $14.00 Per Share Offer to Purchase Class B Voting Shares of Transat

Provided by Group Mach Acquisition Inc./CNW

  • Group Mach Acquisition Inc. offers holders of Class B Voting Shares of Transat A.T. Inc. $14.00 per Share payable in cash for not less than 6,900,000 Class B Voting Shares of Transat, representing approximately 19.5% of the issued and outstanding Class B Voting Shares (the “Offer“).
  • The Offer is being made to all holders of Class B Voting Shares of Transat as of July 17, 2019, being the record date set by Transat for voting at Transat’s upcoming special meeting of shareholders to be held August 23, 2019(the “Special Meeting“). Shareholders who were not holders of Class B Voting Shares as of the record date, and holders of other classes of securities of Transat, are not eligible to tender to the Offer.
  • The deposit deadline for the Offer is 5:00 p.m. (Montréal time) on August 13, 2019.
  • As a condition of the Offer, depositing shareholders are required to appoint representatives of Mach as their nominee and proxy for the Special Meeting in respect of all Class B Voting Shares deposited pursuant to the Offer. 
  • Mach intends to vote all Class B Voting Shares tendered to the Offer against Transat’s proposed plan of arrangement with Air Canada. 
  • Mach intends to conduct a concurrent proxy solicitation to defeat Transat’s proposed plan of arrangement with Air Canada and to generate additional value for Transat shareholders.
  • Questions or requests for assisting in depositing your Class B Voting Shares may be directed to Laurel Hill Advisory Group toll free at 1-877-452-7184 or by email at assistance@laurelhill.com.

MONTRÉAL, Aug. 2, 2019 /CNW/ – Group Mach Acquisition Inc. (“Mach” or the “Offeror“), a wholly-owned subsidiary of Group Mach Inc., is pleased to announce an offer to purchase not less than 6,900,000 Class B Voting Shares (the “Shares“) of Transat A.T. Inc. (TSX: TRZ) (“Transat“), representing approximately 19.5% of the issued and outstanding Shares, at a price of $14.00 cash per Share (the “Purchase Price“).

The Purchase Price represents the following approximate premiums: 21% to the $11.55 closing price of the Voting Shares (as defined below) on the TSX on Thursday, August 1, 2019, and $1.00 per Share, or 8%, more than the $13.00 per Voting Share offered under the plan of arrangement between Air Canada and Transat announced on June 27, 2019 (the “Proposed Arrangement“). In addition, the Offer represents a premium of 147% to the $5.67 closing price of the Voting Shares on the TSX on April 29, 2019, the day prior to the day that Transat first publicly announced the potential sale of the company. The Purchase Price represents a premium of 176% to the 30-day volume weighted average price of the Voting Shares on the TSX on April 29, 2019, and a premium of 162% to the 90-day volume weighted average price of such Voting Shares on the TSX on such date.

The Offer is made only to registered and beneficial holders of Shares as of the Record Date (the “Shareholders“). The Offer is not made for any Class A Variable Voting Shares of Transat (together with the Shares, the “Voting Shares“) or any convertible securities of Transat. Shares belonging to registered or beneficial holders who were not holders of such Shares as of July 17, 2019 are ineligible for take up under the Offer.

The deadline to deposit Shares under the Offer commences on the date hereof and ends at 5:00 p.m. (Montréal time) on August 13, 2019 (the “Deposit Deadline“), or such earlier or later time or times and date or dates which may be established by the Offeror in accordance with the Offer, unless withdrawn by the Offeror.

Shareholders tendering to the Offer shall be required to appoint representatives of Mach as its nominee and proxy for the Special Meeting in respect of all Shares deposited pursuant to the Offer by the Deposit Deadline (the “DepositedShares“), regardless of the number of Shares actually taken up and paid for by Offeror.

Click here for more information

Why it’s not so easy to let passengers leave a plane delayed on the tarmac

News provided by CBC News – link to full story

CBC NEWS EXPLAINS

Security issues and the unpredictable length of delays are important factors

CBC News · Posted: Aug 02, 2019

In Rome, 336 Air Transat passengers sat in a plane for six hours with little or no food or air conditioning, waiting on the tarmac. (Submitted by Franca Collia )

At an airport in Rome recently, 336 Air Transat passengers sat in a plane on the tarmac for six hours. Why can’t passengers just leave an aircraft that is delayed? CBC News explains.

What causes these delays?

There are several common causes.

“Ninety-nine per centof these very long [delays] that we’re talking about are caused by nature, we have no control over,” said  Ross Aimer, CEO of Aero Consulting Experts and a former airline captain.

In particular, snow and ice can be a big factor, and the time it takes to de-ice the plane. And that causes backlogs for other flights.

Mechanical issues can take a long time to diagnose, as well as the time needed to retrieve the parts for a repair and to fix the problem. 

Customs services may be full or customs officials unavailable. 

Or there may be no gates available where airplanes can park.

“If the airport is very busy at that time, and maybe a multitude of delays have caused a domino effect, then we have to wait it out until the gate comes available,” said Christina Ling, lead flight attendant instructor at the Canadian Tourism College.

Do passengers have rights to services?

YesCanada’s new passenger bill of rights came into force July 15. The section on tarmac delays says airlines must guarantee that passengers have:

  • Access to working washrooms;
  • Proper ventilation and heating or cooling;
  • Food and drink in reasonable quantities; and
  • Ways to communicate with people outside the plane, where feasible.

The U.S. Department of Transportation sets out similar rules, which include:

  • Providing passengers with a snack and drinking water no later than two hours after the aircraft leaves the gate’
  • Providing working toilets and comfortable cabin temperatures;
  • Obtaining enough food and drinking water to provide a serving to all passengers; and
  • Providing passengers with notifications regarding the status of the delay every 30 minutes, including the reasons for the delay.

Why not just let the passengers leave?

One of the reasons for delays is the same reason that an airline can’t unload passengers:  there may not be a gate available. As well, there may be no teams available to handle the passengers.

It may also be difficult to predict the length of the delay. If it’s short, it will take time to round up the passengers.

And if a plane leaves its position, it may lose its place in line to take off, which would cause further delays. I just lost that slot time.. And the next one could be eight hours from now,” Aimer said.

Security is an issue, too, if passengers have been let off the plane and allowed to go back inside the airport. 

“What if a passenger goes past security zone or something, and then we have to find that passenger again?” Ling asked.

And an airline may lose passengers who decide they don’t want to wait any longer.

“Somebody decides, ‘You know the hell with it. I’m not gonna go now.’ By law you can’t take off. You have to go on and take that passenger’s bags off the airplane,” Aimer said.

“Imagine how long that takes on a 747 or big airplane. You have to take all the bags off, identify that person’s bag because now it’s a security issue.”

And in the U.S. at least, if  airlines offer passengers theopportunity to get off the airplane during a tarmac delay, the airline is not required to let them back on.

Are there rules about waiting times?

Yes. After a three-hour tarmac delay at a Canadian airport, the plane must return to the gate to allow passengers to disembark, unless it’s not possible “for safety, security, air traffic control or customs reasons.”

However, a plane can stay on the tarmac for up to 45 extra minutes if it is likely that it will take off within that period and the airline is able to continue providing comfort services to passengers.

For domestic flights in the U.S, if a delay is approaching the three-hour mark, airlines are required to begin to move the airplane to a location where passengers can get off safely. (It’s four hours for international flights). The exceptions are similar to those in Canada.