HOUSTON, Oct. 18 /PRNewswire-FirstCall/ -- ExpressJet
Holdings, Inc. (NYSE: XJT) announced that it has
commenced the mailing of definitive proxy materials to ExpressJet
stockholders for the purpose of voting on a proposal to adopt and
approve the merger agreement between SkyWest, Inc. and ExpressJet
Holdings, Inc. The special meeting of stockholders will be
held on Wednesday, November 10, 2010.
ExpressJet stockholders of record as of the close of business
on September 27, 2010, will be
entitled to vote and will be mailed a definitive proxy statement in
connection with the special meeting. The board of directors
of ExpressJet has unanimously determined that the merger agreement
is in the best interests of ExpressJet and its stockholders, and
recommends that stockholders vote "FOR" the proposal to adopt and
approve the merger agreement.
On August 4, 2010, ExpressJet and
SkyWest announced that they entered into a definitive merger
agreement whereby SkyWest, Inc. will acquire all of the outstanding
common stock of ExpressJet for $6.75
per share in cash subject to the conditions of the definitive
merger agreement. SkyWest, Inc. advised that its intention is
that ExpressJet Airlines will be merged with its wholly-owned
subsidiary, Atlantic Southeast Airlines, following the closing of
the transaction and receipt of all required regulatory approvals.
The companies announced on September
13, 2010 that the Federal Trade Commission granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and on September
30, 2010, the Department of Transportation provided the
necessary approval for the transaction to go forward.
Stockholders are encouraged to read ExpressJet's definitive
proxy materials in their entirety as they provide, among other
things, a detailed discussion of the process that led to the
execution of the merger agreement and the reasons behind
ExpressJet's board of directors' unanimous recommendation that
stockholders adopt and approve the merger agreement. Stockholders
with questions about the merger agreement or that need assistance
voting their shares should contact ExpressJet's proxy solicitor,
Morrow & Co., LLC toll-free at (800) 662-5200 or at
(203) 658-9400.
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.
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 definitive proxy
statement with the Securities and Exchange Commission ("SEC") on
October 18, 2010. The
definitive proxy statement is being mailed to stockholders of XJT.
XJT and SkyWest, Inc. ("SKYW") may also 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 HAVE BEEN
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT XJT AND THE TRANSACTION.
Investors and stockholders may obtain free copies of the proxy
statement and other documents containing important information
about XJT and SKYW through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the
SEC by XJT are 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 are 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 is
contained in the proxy statement and other relevant materials 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.
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.
SOURCE ExpressJet Holdings, Inc.
Copyright . 18 PR Newswire