In a letter to shareholders, Transat has revealed new details of who spoke to whom in talks that led to a blockbuster takeover by Air Canada.
Transat shareholders will be asked to vote on the $520 million deal at a special meeting August 23, and federal Transport Minister Marc Garneau has six weeks to decide if he will launch a public interest review into the merger – a likely step considering Garneau used the process to approve Air North’s fusion with Canadian North, over objections from the Competition Bureau.
Beset by competition on its key routes to Europe, having lost $52 million in the first quarter, and facing significant headwinds in the coming years, Transat’s board is recommending shareholders approve a sale to Air Canada, arguing it is in the best interests of the company.
Transat is one of the world’s largest leisure companies, while Air Canada is Canada’s largest airline, and is trying to build a dominant position between North America and overseas destinations.
Below is a timeline how the deal came about.
October 5, 2018
Air Canada Chief Executive Officer Calin Rovinescu approaches Air Transat executives about buying the company. Talks between the two companies are scheduled in November.
December 13, 2018
Rovinescu meets with Transat chief executive Jean-Marc Eustache to present a non-binding offer to buy the company, offering $13 per share. The same day, Transat reports an annual operating loss of almost $45 million.
December 17, 2018
Transat forms a special committee to review Air Canada’s proposal, as well as any others that may come forward.
January 9, 2019
The Transat board receives a bleak perspective on the company’s future.
“Upon its review, the Board recognized that despite important accomplishments in the financial year ended October 31 2018, the Corporation had not attained the set targets, and that the Corporation’s ability to deliver on its strategic plan and achieve its expected results would require several years and represented a significant risk in the medium- and long-term.”
Eustache meets with Mach Group about a possible sale and privatization of Transat.
Air Canada and Transat agree to pursue negotiations, and keep the talks quiet.
Transat receives a letter of intent from Groupe Mach in Montreal, offering to buy the airline and hotel chain for between $8.50 and $9.50 per share.
A group of international investors approaches Eustache about buying Transat. The approach goes nowhere, and negotiations with Air Canada continue in the background, out of the public eye.
Air Transat reports a loss of $52 million in the first quarter.
Transat rejects Groupe Mach’s offer. Mach comes back with an offer of $10 per voting share, which Transat still views as too low.
Air Canada revises its offer downward to $11.50 per share, and drops some conditions set out in its first offer. Air Canada justifies the lower price based on Transat’s poor performance and dwindling cash reserves.
April 25 – 29
Transat executives give Groupe Mach another kick at the can, if Mach agrees to sign a confidentiality agreement. The offer goes nowhere and by the end of the month, Transat executives get word Mach has leaked its offer to some shareholders.
Fearing a public leak, Transat lets the world know it has been in talks about the company’s future, without revealing who the potential suitors might be. In the following days, Transat is approached by several potential buyers, though none is judged to be realistic. Meanwhile, talks with Air Canada are coming to a head.
Late in the evening, Air Canada sweetens its offer to $12.50 per share. The following day, Transat’s special committee meets and asks for more time. Three days later, Air Canada once again ups the price to $13.00, the final sale price.
After more than formal 25 meetings, advice from outside lawyers and economists, and after tweaking Air Canada’s final offer, the special committee recommends to Transat’s board that “it was in the best interest of the Corporation and its various stakeholders, including its shareholders, employees, clients, creditors, partners, consumers and suppliers, to enter into the proposed Final Air Canada Proposal.” The board unanimously agrees to the offer.
Transat and Air Canada drop a bombshell on the Canadian aviation industry – hot on the heels of an announcement three days earlier that Onex would buy rival Westjet – announcing the two companies had entered exclusive negotiations to sell Transat for an estimated $520 million.
Groupe Mach announces a competing offer of $14.00 per share for Transat.
Transat discloses its profits were down 70% from a year before, due to higher fuel costs and competition. The same say, in response to unusual stock trading activity, reveals it has not received a formal offer from Mach. It also receives a non-binding letter from Mach, offering $14.00 per share, subject to a number of conditions.
Air Canada tells Transat it is ready to proceed with a buyout. The next day, the special committee asks its advisors to check with larger shareholders to judge their interest.
Air Canada makes public its decision to proceed with the Transat purchase.
Air Canada submits its purchase to Transport Minister Marc Garneau, who has six weeks to decide if he’ll launch a public interest review of the merger – a likely step, considering that Air Canada and Air Transat, together with their alliances, will hold two-thirds of the trans-Atlantic market.
In supporting the deal, Transat says the merged company will be “a Montréal-based global leader in leisure, tourism and travel distribution, offering Canadians choices to more destinations and promoting two-way tourism, and will give Transat new avenues for growth with the support of a strong network offering many options for connecting traffic.”
Directors also note that Air Canada’s intention to keep Air Transat as a separate operation gives employees the best long-term prospects for job security.
Transat shareholders will vote on the deal at a special meeting in Montreal on August 23.