Transat’s Shareholders Approve Sale To Air Canada

Well, it’s up to the regulators now.

Transat A.T. Inc reports that at the special meeting of its shareholders this morning, a significant majority voted in favour of the special resolution (the Arrangement Resolution) approving the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which Air Canada will acquire all of the issued and outstanding Class A variable voting shares and Class B voting shares of Transat (together, the “Shares”) for $18 per share in cash (the “Arrangement”).

Shareholders carrying an aggregate of 26,530,771 votes, representing approximately 70.28% of votes entitled to be cast at the Meeting, were represented in person or by proxy at the Meeting. The Arrangement Resolution was approved by 94.77% of the votes cast by Shareholders, voting together as a single class, as well as 94.69% of the votes cast by Shareholders, voting together as a single class, excluding the votes of Jean-Marc Eustache whose votes are required to be excluded in determining minority approval pursuant to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.

Transat’s president and CEO, Jean-Marc Eustache said, “We are delighted by the shareholder support for the arrangement that will create a Montreal-based travel leader, able to compete on a global scale.”

Eustache continued, “This transformative transaction will create long-term benefits for our employees, travellers and communities, all the while providing significant value for our shareholders.”

Air Canada welcomed the news with AC president Calin Rovinescu saying, “We are pleased with the outcome of Transat’s special meeting and grateful to Transat shareholders for this overwhelming show of support. We will build a combined company greater than the sum of its parts that we can all be proud of. We now look forward to engaging with Transport Canada and the Competition Bureau to secure the required approvals to complete the transaction and welcome the opportunity to demonstrate the many benefits it will bring.”

The Arrangement remains subject to certain closing conditions including the approval of the Superior Court of Québec and applicable regulatory approvals such as the approvals under the Competition Act (Canada), the Canada Transportation Act and the European Union Council Regulation, as well as other customary closing conditions.