Transat A.T. Inc., announces the mailing to its shareholders of its management proxy solicitation circular and related proxy materials in connection with the special meeting of shareholders to be held at 10:00 a.m. on December 15, 2020 in a virtual only format, in accordance with the terms of an interim order of the Québec Superior Court obtained on November 10, 2020. A copy of the Circular has been filed with Canadian securities regulatory authorities and may be found under the Corporation’s profile on SEDAR and on Transat’s website.
The purpose of the meeting is to obtain shareholder approval of the plan of arrangement with Air Canada pursuant to the arrangement agreement entered into between the Corporation and Air Canada on October 9, 2020 and announced on October 10, 2020. A copy of the arrangement agreement has been filed with Canadian securities regulatory authorities and may be found under the Corporation’s profile on SEDAR.
The Circular contains important information regarding the revised arrangement agreement with Air Canada for the acquisition of all the issued and outstanding shares of Transat at a price of $5.00 per share, payable at the holder’s option either in cash or shares of Air Canada (which will be issued based on a reference price of $17.47 for each Air Canada share), or a combination thereof (the “Transaction”). The Circular also explains how shareholders can vote at the meeting, the background that led to the Transaction, and the reasons that led the special committee of the board of directors as well as the board of directors to unanimously determine that the Transaction is in the best interests of Transat and its stakeholders, approve the arrangement agreement and recommend that Transat shareholders vote in favor of the Transaction.
Shareholders of record at the close of business on November 10, 2020 will be entitled to vote at the meeting in accordance with the voting rights corresponding to their shares.
In addition, shareholders wishing to receive the share consideration (i.e. 0.2862 voting shares of Air Canada for each voting share of the Corporation), must return the Letter of Transmittal and Election Form, attached to the Circular, to AST Trust Company (Canada), acting as the depositary, by 5:00 p.m. (Montréal time) on or before the date that is two business days prior to the date of completion of the Transaction (the “Election Deadline”).
Transat will include notice of the Election Deadline in a press release disseminated over newswire service in Canada at the latest on the business day immediately before the Election Deadline. Investors who purchase shares of the Corporation shortly before the completion of the Transaction are advised that they may not have sufficient time in order to submit a duly completed Letter of Transmittal and Election Form by the Election Deadline in respect of such shares and should consult with their broker, trust company or other intermediary and seek advice from their professional advisers in advance of any such trades.
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