AirNet Systems, Inc. Shareholders Adopt Agreement and Plan of Merger
05 June 2008 - 1:43AM
PR Newswire (US)
COLUMBUS, Ohio, June 4 /PRNewswire-FirstCall/ -- AirNet Systems,
Inc. (AMEX:ANS) announced that its shareholders voted to approve
the proposal to adopt the Agreement and Plan of Merger, dated as of
March 31, 2008 (the "merger agreement"), by and among AirNet,
AirNet Holdings, Inc., and AirNet Acquisition, Inc. and to approve
the merger contemplated thereby, at the Special Meeting of
Shareholders held today. Approximately 72.5% of the outstanding
common shares were voted in favor of the proposal (approximately
97.5% of the common shares voted at the Special Meeting). Under the
terms of the merger agreement, each holder of AirNet's common
shares will receive $2.81 per share in cash. The closing is not
subject to any financing contingencies and is expected to occur in
early June. Following completion of the merger, AirNet's common
shares will cease trading on the American Stock Exchange. AirNet
Systems, Inc. AirNet Systems, Inc. focuses its resources on
providing value-added, time-critical aviation services to a diverse
set of customers in the most service-intensive, cost-effective
manner possible. AirNet operates an integrated national
transportation network that provides expedited transportation
services to banks and time-critical small package shippers
nationwide. AirNet's aircraft are located strategically throughout
the United States. To find out more, visit AirNet's website at
http://www.airnet.com/ . Safe Harbor Statement Except for the
historical information contained in this news release, the matters
discussed, including, but not limited to, statements concerning the
prospects for completing the merger are forward-looking statements
that involve risks and uncertainties. When used in this news
release, the words "believe", "will", "expect" and similar
expressions are intended to be among statements that identify
forward-looking statements. Because these forward-looking
statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such
forward-looking statements. The following factors, in addition to
those included in the disclosures under the heading "ITEM 1A --
RISK FACTORS" of Part I of AirNet's Annual Report on Form 10-K for
the fiscal year ended December 31, 2007 and "ITEM 1A -- RISK
FACTORS" of Part II of AirNet's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2008 could cause actual
results to differ materially from those expressed in our
forward-looking statements: the failure to satisfy any of the
closing conditions in the merger agreement; uncertainty surrounding
the merger making it more difficult to maintain relationships with
AirNet's customers and team members; potential regulatory changes
by the Federal Aviation Administration ("FAA"), the Department of
Transportation ("DOT") and the Transportation Security
Administration ("TSA"), which could increase the regulation of
AirNet's business, or the Federal Reserve, which could change the
competitive environment of transporting cancelled checks; changes
in the way the FAA is funded which could increase AirNet's
operating costs; changes in check processing and shipment patterns
of bank customers; changes in check processing and shipment
patterns of the Federal Reserve System's Check Relay Network; the
continued acceleration in the migration of AirNet's Bank Services
customers to electronic alternatives to the physical movement of
cancelled checks; AirNet's ability to reduce its cost structure to
match declining revenues and operating expenses; disruptions to the
Internet or AirNet's technology infrastructure, including those
impacting AirNet's computer systems and corporate website; the
impact of intense competition on AirNet's ability to maintain or
increase its prices for Express Services customers (including fuel
surcharges in response to rising fuel costs); the impact of
prolonged weakness in the United States economy on time-critical
shipment volumes; significant changes in the volume of shipments
transported on AirNet's air transportation network, customer demand
for AirNet's various services or the prices it obtains for its
services; the acceptance by AirNet's weekday Bank Services
customers of AirNet's pricing structure; pilot shortages which
could result in increased operating costs, a reduction in AirNet's
flight schedule or require subcontracting of certain routes;
disruptions to operations due to adverse weather conditions, air
traffic control-related constraints or aircraft accidents;
potential changes in locally and federally mandated security
requirements; increases in aviation fuel costs not fully offset by
AirNet's fuel surcharge program; acts of war and terrorist
activities; technological advances and increases in the use of
electronic funds transfers; the availability and cost of financing
required for operations; other economic, competitive and domestic
and foreign governmental factors affecting AirNet's markets, prices
and other facets of its operations; as well as other risks
described from time to time in AirNet's filings with the SEC.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may
vary materially from those indicated. Please refer to the
disclosures included in "ITEM 1A -- RISK FACTORS" of Part I and in
the section captioned "Forward-looking statements" in "ITEM 7 --
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" of Part II of the Annual Report on Form 10-K
for the fiscal year ended December 31, 2007 of AirNet Systems, Inc.
(File No. 1-13025) and the disclosure included in "ITEM 1A -- RISK
FACTORS" of Part II of AirNet Systems, Inc.'s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 for
additional details relating to risk factors that could affect
AirNet's results and cause those results to differ materially from
those expressed in the forward-looking statements. DATASOURCE:
AirNet Systems, Inc. CONTACT: Ray Druseikis of AirNet Systems,
Inc., +1-614-409-4996; or Bob Lentz of InvestQuest, Inc. for AirNet
Systems, Inc., +1-614-876-1900 Web site: http://www.airnet.com/
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