Quebec’s self-described leading real estate owner and developer is making a bold, 11th-hour move to prevent Transat being taken over by Air Canada. Groupe Mach, one of the potential suitors for Canada’s largest tour and airline operator, has offered to buy of Transat on the open market in a bid to prevent a merger with Air Canada.
Groupe Mach’s wants to buy 6.3 million shares for $14 a piece from shareholders of record on July 17. That would give Mach about 19.5% of all voting shares, enough, it believes with the help of other hesitant shareholders, to stop a merger with Air Canada. But Mach says it would not buy enough shares to count as a takeover bid under business regulations. “Mach has no intention of launching any formal hostile take-over bid for all Voting Shares,” the company said in a news release.
Transat’s Board of directors is urging patience so a special committee can review Mach’s offer. “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,” Transat advised in a news release.
Mach has been a dark horse in the race to buy Transat. As Transat executives were negotiating with Air Canada, Mach made its offer to buy the company public, only to be rebuffed by the Transat board of directors in favour of Air Canada.
The move would cost Mach more than $88 million.
Mach argues the Air Canada deal is bad for shareholders, and the province of Quebec in general. “Mach believes that the proposed acquisition by Air Canada under the Proposed Arrangement greatly undervalues Transat,” it argues.
Mach also argues the Air Canada takeover presents significant risk. For instance, there is no guarantee regulators will approve the deal. At the same time, Mach says Transat’s fleet is less risky than Air Canada’s. “Transat is a strong company with a significant value proposition, which includes new Airbus fleets in contrast to the indefinitely grounded Boeing 737 Max 8 fleets in Air Canada’s portfolio.”
While Transat has a few 737s remaining in the fleet, they are not the Max, and it is transitioning to an all-Airbus fleet, with new A321LR aircraft arriving this year. Air Canada, meanwhile, has turned to the Max as its narrow-body workhorse, but it also has A321 aircraft in the fleet, both in mainline and discount Rouge configurations.
Mach also argues the deal will be bad for Transat employees.
“No binding guarantees have been provided by either Air Canada or Transat that the closing of the Proposed Arrangement will not result in job losses for either company or any of its subsidiaries.” Nor, Mach argues, are there guarantees for the future of the Transat head office in Montreal, though Air Canada has said, backed by Transat’s board, that the brand and head office functions will continue, centred in Montreal.
Mach also believes competition will be hurt by a merger with Air Canada. A combined airline, along with its alliance partners, would control two-thirds of all traffic from Canada to Europe.
Air Canada chief executive Calin Rovinescu has said as a result of the deal, Canadians “will benefit from the merged company’s enhanced ability to participate as a leader in the highly competitive leisure travel market globally.”
Transat has called a special meeting of shareholders in Montreal August 23 to vote on the merger. The board is urging shareholders to approve the sale, saying it represents the best option for employes, suppliers, partners and shareholders.
Air Canada has already submitted the merger to Canada’s Transport Minister, who has until the end of August to decide whether to launch a public interest review. If a review is launched, which seems likely given the stakes, the minister would study the merits of the deal with the input of the Competition Bureau.