AP
AirTran Deal Top Item at Midwest Meeting
Sunday June 10, 2:50 pm ET
By Emily Fredrix, AP Business Writer Midwest, AirTran Fight Focuses on Board of Directors at Shareholder Meeting
MILWAUKEE (AP) -- Midwest Air Group Inc. prefers to fly alone. Time and again, that's what the board of directors has said in response to escalating takeover offers from rival AirTran Holdings Inc.
But in calling AirTran's repeated offers inadequate, Midwest's board of directors may have alienated itself from shareholders, more than half of whom have agreed to exchange their shares to AirTran for about $15 each in cash and stock if the deal is approved.
The board's nine members may find themselves alone this Thursday at the company's annual shareholder meeting, where three of them could lose seats to a slate nominated by AirTran.
Major proxy advisory services and institutional shareholders are urging shareholders to elect at least two of the AirTran-backed trio who would serve until 2010. Shareholder sentiment for the latest offer -- a cash and stock deal worth $389 million -- is high.
AirTran, operator of low-cost AirTran Airways, is confident the slate will be elected. Even though they won't hold a majority on the board, AirTran hopes the new directors could force Midwest to enter into negotiations or at least consider the offer.
"They'll be Midwest directors and they'll have a chance to evaluate all the information from that side," said Bob Fornaro, president and chief operating officer of AirTran Holdings. "I think most people believe the company does not belong to one person. It belongs to the shareholders."
Midwest said it was not legal to comment on the expected outcome of shareholder meetings. CEO Tim Hoeksema last week said the company supported its board members, who "have a deep understanding of the company and the potential of its strategic plan."
That came in response to the news that two proxy firms recommended Midwest shareholders elect at least two of AirTran's nominees. Institutional Shareholder Services, considered an influential advisory firm, also said Midwest should hear AirTran's offer.
"An enticing premium and high percentage of tendered shares sends a strong signal that the company should enter into a good faith discussion with AirTran to explore to possibility of a combination," ISS wrote.
AirTran has sweetened its offer several times, starting back to $78 million -- or $4.50 a share -- in June 2005. The company offered $290 million -- or $11.25 a share -- in October, and then $345 million -- or $13.25 in cash and stock -- in January. The latest offer is worth about $15 in cash and stock. The day before news of the offer hit in December, shares closed at $9.08. One day later, Dec. 13, they closed at $11.10. Since then, shares have hovered around $15.
CtW Investment Group, which works with union and public pension funds that hold almost 1 million Midwest shares, urged shareholders in letters this week to vote for AirTran's slate. Last month the group asked Midwest's board of directors to name a special committee of independent directors to enter into negotiations with AirTran.
"We believe the successful election of the AirTran nominees will inject necessary independence and objectivity into the Midwest boardroom, significantly increasing the likelihood of a value maximizing transaction with AirTran," the investment group's executive director, William Patterson, wrote.
Shareholders are becoming more vocal as well, including the CEO of Octavian Advisors LP, which owns 6.6 percent of Midwest shares. Richard Hurowitz said he hoped that AirTran's slate would bring new perspective to Midwest's board and urge it to enter into talks with AirTran.
"Having observed this a number of times, the dynamic completely changes," he said. "I think to have people in the board room who bring a different perspective and are interested in maximizing value are good things."
Midwest's slate includes:
-- John F. Bergstrom, a 60-year-old who has been on the board since 1993 and is chairman and chief executive officer of Bergstrom Corp., which sells and leases cars.
-- Frederick P. Stratton Jr., 67, who has been on the board since 1988 and is a one-time chairman of the board of engine-maker Briggs & Stratton Corp.
-- James R. Boris, 62, who joined the board in 2006, and is chairman of private investment firm JC Capital Management LLC.
AirTran's nominees are:
-- John M. Albertine, 62, head of consulting and banking firm Albertine Enterprises Inc. and former chairman of a presidential commission on aviation safety under President Reagan.
-- Jeffrey H. Erickson, 62, who retired last year as president and CEO of air cargo service firm Atlas Air Worldwide Holdings Inc.
-- Charles F. Kalmbach, 59, vice chairman of The University Medical Center at Princeton and a former Boeing Co. employee.
Midwest argues that even if AirTran's slate is elected, little will change and it still doesn't mean a takeover is certain.
"It doesn't really change anything," spokeswoman Carol Skornicka said. "It certainly would change the nature of the debate inside the boardroom."
AirTran has argued that the merger makes sense since announcing in December that Midwest rejected its offer of $290 million. AirTran went public with the rejections to tell everyone, including Midwest's shareholders, about the potential combination, which it expects to generate $3.5 billion in revenue when complete.
In the months since then, AirTran executives have touted how the airlines' fleets -- with emphasis on Boeing 717s -- and geographical reach would complement each other. AirTran, with its hub in Atlanta, runs primarily north and south, while Midwest, with its hub in Milwaukee, flies east and west.
They also say Milwaukee is underserved and could handle more flights, a point on which Midwest strongly disagrees. Midwest also argues the deal would cost Milwaukee many overlapping jobs that AirTran would cut. AirTran disagrees and says it expects to have 15,000 employees when the airlines are integrated.
Midwest Air Group, which also operates regional carrier Midwest Connect, has 3,500 employees and serves 51 cities on 185 departures a day. AirTran serves 56 cities on more than 700 flights a day and has 8,600 employees.
It envisions the combined company reaching 1,000 departures a day in 74 cities.
Midwest:
http://www.midwestairlines.com
AirTran:
http://www.airtran.com