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Press Releases

http://investor.expressjet.com/phoenix.zhtml?c=130007&p=irol-newsArticle&ID=1161551&highlight=#ExpressJet Continues Review of Strategic Alternatives and Enters Into Negotiations with Continental for a New Capacity Purchase Agreement

HOUSTON, June 2 /PRNewswire-FirstCall/ -- ExpressJet Holdings, Inc. (NYSE: XJT) ("ExpressJet" or the "Company") today announced that it is continuing to explore a full range of strategic and operational alternatives in response to the unsolicited merger proposal from SkyWest, Inc. (Nasdaq: SKYW) ("SkyWest"), as announced by the Company on April 25, 2008. ExpressJet also announced today that the Company has entered into negotiations with Continental Airlines, Inc. (NYSE: CAL) ("Continental") for a new capacity purchase agreement.

On April 25, 2008, ExpressJet announced that it had received from SkyWest a proposal to acquire the Company for $3.50 per share in cash. The offer was non-binding and conditioned upon the completion of due diligence by both SkyWest and Continental, as well as an amendment, satisfactory to SkyWest, to the collective bargaining agreement between ExpressJet and its pilots. Since the delivery of the SkyWest merger proposal, the Company and the Special Committee, composed of independent outside members of ExpressJet's Board of Directors, along with the Special Committee's financial advisors from Goldman, Sachs & Co. and its legal advisors from Abrams & Laster LLP, have devoted considerable time and effort to assist SkyWest and Continental, as well as their financial and legal advisors, in performing their due diligence and to address the other conditions to the SkyWest merger proposal. To date, the conditions set forth in SkyWest's proposal have not been satisfied.

George R. Bravante, Jr., Chairman of the Board of Directors, noted: "The ExpressJet Board and management continue to evaluate all appropriate and necessary actions to enhance value for ExpressJet stockholders in this difficult operating environment. The Board has authorized management to negotiate a new capacity purchase agreement with Continental, as well as to evaluate measures to reposition the current operating plan to address the challenging macroeconomic headwinds that all airlines are facing. We have confidence in management's ability to execute on these directives and in our employees' continuing commitment to provide exceptional service to our customers."

ExpressJet also announced today that, in conjunction with the Company's continuing effort to secure new terms from certain holders of its 4.25% Convertible Notes due 2023, it intends to call a special meeting of stockholders to approve a potential issuance of additional shares of ExpressJet common stock and an amendment to ExpressJet's certificate of incorporation increasing the authorized number of shares of common stock. In connection with the anticipated special meeting of stockholders, ExpressJet filed today a preliminary proxy statement with the Securities and Exchange Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.

In making today's announcement, ExpressJet cautions its stockholders and others considering trading in its securities that there can be no assurance that any agreement will be executed with Continental, SkyWest or the holders of the ExpressJet convertible notes. The Company does not intend to disclose developments relating to these negotiations unless and until the Board of Directors has approved a specific agreement.
 

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