Air Transat shareholders approve takeover offer from Air Canada

Air Transat ©AirTeamImages

At a special meeting of Transat shareholders held on December 15, an overwhelming majority of shareholders voted in favor of the special resolution approving the plan of arrangement under Section 192 of the Canada Business Corporations Act appended to the arrangement agreement entered into between Air Canada and Transat on October 9, 2020 and pursuant to which Air Canada will acquire all of the issued and outstanding Class A variable voting shares and Class B voting shares of Transat for CA$5.00 per share, payable at the holder’s option either in cash or shares of Air Canada or a combination thereof (the Arrangement). Air Canada shares issuable under the share payment election will be issued on the basis of a price of CA$17.47 (US$13.76) per Air Canada share, translating into an exchange ratio of 0.2862 Air Canada shares per Transat share.

Shareholders carrying an aggregate of 22,763,632 votes, representing approximately 60.31% of votes entitled to be cast at the meeting, were represented in person or by proxy at the meeting. The Arrangement Resolution was approved by 91.05% of the votes cast by shareholders, voting together as a single class, as well as 90.88% of the votes cast by shareholders, voting together as a single class, excluding the votes of Jean-Marc Eustache whose votes are required to be excluded in determining minority approval pursuant to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.

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