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Published on 2/15/2007 in the Prospect News Special Situations Daily.

AirTran Holdings: antitrust waiting period ends in Midwest Air acquisition

By Lisa Kerner

Charlotte, N.C., Feb. 15 - AirTran Holdings, Inc. said the Hart-Scott-Rodino Antitrust Improvements Act waiting period has ended with respect to its proposed acquisition of Midwest Air Group, Inc.

"The Department of Justice's determination not to challenge AirTran's acquisition of the stock of Midwest during the waiting period is an important milestone on the path to combining AirTran and Midwest," AirTran chairman and chief executive officer Joseph Leonard said in a company news release.

"We hope that, with this important milestone, the board and management of Midwest will consider the benefits to their stakeholders and sit down with us to negotiate a definitive agreement."

On Jan. 11, AirTran announced it began its offer to buy all outstanding shares of Midwest Air for $6.625 in cash and 0.5884 shares of AirTran common stock for each Midwest share.

The total equity value of the exchange offer, extended to March 8 from Feb. 8, is $345 million, or about $13.25 per Midwest share.

AirTran made the offer through its wholly owned subsidiary, Galena Acquisition Corp. The company had previously proposed an $11.25 per share price in October, according to the release.

Midwest is a Milwaukee-based provider of jet service to primarily business travelers.

AirTran is the parent company of AirTran Airways, a low-fare airline based in Orlando, Fla.

Acquirer:AirTran Holdings, Inc.
Target:Midwest Air Group, Inc.
Transaction value:$345 million
Payment per share:$13.25 ($6.625 in cash and 0.5884 shares of AirTran common stock)
Announcement date:Oct. 20
Offer closes:March 8
Stock price for target:Amex: MEH; $13.84 on Feb. 14
Stock price for acquirer:NYSE: AAI; $11.70 on Feb. 14

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