EasyJet (EZJ.L) confirmed Monday that it rejected Castlelake's third indicative and conditional takeover proposal, while putting its suitor on blast over what it called a "highly opportunistic" attempt to buy the company "on the cheap."
In its latest proposal, Castlelake offered the British budget airline's shareholders 6.25 pounds sterling in cash per share and an option to receive a portion of the consideration in unlisted, non-transferrable, and non-voting shares in a vehicle that would own the company. The latest indicative bid marked an increase from the offeror's previous proposals of 5.60 pounds per share and 6 pounds per share.
The airline said it received the latest proposal on June 20 and rejected it a day after, arguing that it is not in the best interest of its shareholders. It highlighted that the offer fundamentally undervalued the company and its prospects, and was lodged at a time when its shares were trading low due to factors including the conflict in the Middle East.
The target's board aired "considerable reservations" regarding the leverage and conditionality of the proposal. It also expressed concerns on the plan for easyJet to be placed in a new entity that will be owned 49% by Castlelake and 51% by investors in the European Union, and "potentially other investors which have not been disclosed." The airline deemed the ownership structure "opaque" and does not give confidence in the deliverability of the proposal.
In light of the third rejection, Castlelake publicized its latest offer, citing the target's "unwillingness to engage meaningfully." The alternative investment manager said making the offer public will give easyJet shareholders the chance to consider the merits of the proposal ahead of the June 26 "put-up or shut-up" deadline on its negotiations with the airline.
Castlelake argued that its latest offer substantially de-risks its target's business plan and also highlighted the participation of EU national individual investors, former easyJet Chief Operating Officer Peter Bellew and Oneiros Aerospace Chief Executive Officer Mark Breen, as among the merits of the proposal. The offeror also expressed confidence that its proposal presents "a clear, deliverable solution to ensure compliance with all applicable regulatory requirements."
Shares in easyJet rose more than 3% in early trading.



