Air Partner and Wheels Up (Bidco) have published a scheme of arrangement to implement the agreed all cash offer by Bidco for the entire issued, and to be issued, share capital of Air Partner, announced on January 27. The acquisition at 125p per Air Partner share values Air Partner’s entire issued, and to be issued, ordinary share capital at approximately £84.8 million.
All Air Partner Shareholders will receive the proposed plan ahead of the next general meeting to affirm the transaction. The scheme requires a 75% majority shareholder approval.
The Air Partner Directors, advised by Canaccord as to the financial terms of the acquisition, have stated that they consider the terms of the acquisition to be “fair and reasonable and in the best interests of Air Partner Shareholders as a whole”.
The Air Partner Directors state that they have also taken into account Wheels Up's intentions for the business, management, employees, customers and other stakeholders of Air Partner and believe that the acquisition has a “compelling strategic rationale that will enable the Air Partner Group to achieve greater success in the future”. Accordingly, the Air Partner Directors recommend unanimously that Shareholders vote in favour of the scheme.
The scheme is expected to become effective during the first quarter of 2022.
Air Partner achieved a positive trading and financial performance for the 12 months to 31 January 2022 as a result of strong customer demand in freight, including the transportation of vaccines.
Air Partner expects underlying profit before tax for the 12 months to 31 January 2022 to be not less than £8.6 million. Looking forward, the Directors state that they believe the prospects for the company are good and that it has proven diversification strategy to mitigate against product or market volatility, as shown over the past two years.