Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
27 December 2023 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the
Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☒ |
Soliciting Material under §240.14a-12 |
HAWAIIAN HOLDINGS INC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☐ |
Fee paid previously with preliminary materials. |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11. |
Alaska. HAWAIIAN TACK Contact AIRLINES Guests, Employees & Communities Delivering substantial benefits for all stakeholders The
combination of complementary domestic, international, and cargo networks is expected to enhance competition and expand choice for consumers on the West Coast and throughout the Hawaian lands Investing in employees and communities in Hawaii As
one of Hawlargest employers, Hiwwalan Airlines has a 94-year legacy of commitment to employees, local communities, culture and the natural environment. As an integrated company, Alaska Airlines and Hawaian Arlines will continue this stewardship and
maintain a strong pce and investment in Hawa The combed company will drive - Growth in union-represented jobs - Strong operational presence in Hawai - Expansion of workforce development initiatives Investment in local communities, regenerative
tourism, and education and understanding of Hawaiian language and culture Environmental stewardship and sustainability Alaska Airlines ha committed to balding upon both song commitment to environmental stewardship, including Alaka Ainfo part path to
net by 2040 Continued commitment to sustainability in arms of greenhouse gas emission reaction and fun efficiency, waste reduction and recycling, supporting healthy ecosystems, and local sourcing Supporting materials What people are saying H TH
HAWAFI LODGING & TOURISM ASSOCIATION ...we are encouraged by their continued commitment to Hawaiis communities, people, heritage, culture, and Aloha Spirit. MMCC I think its marvelous to have two airlines with a
tremendous track record of serving Hawaii 90 plus years combine... Mali | Kannermann, Kawall Sosting & Tour Action PUBLIC
Alaska. Investors Vad väntakt A HAWAIIAN Guests, Employees & Communes Newsroom FAQS Contact ©2003 Alaska Alem, inc. All
rights rmatýnd. Alaska HAWAIIAN Investors Compelling strategic and financial rationale This complementary combination strategicaly with Alaca Afnet longrtanding founding coins for West Coast, and croutons an imponow global platform to further
enhance Aka Airlines organic growth. The transaction in dover active value creation for Alaska Alines shareh providing giant oremum for Hawaiian Airlines shade Compelling transaction rationale Adds US market and
Allaska Creates Delivers Expands Combines noot Jahanced wet her petata apdo Transaction overview Aleahirmation of $1.00 per share
for a total equity value of $10 billion provión a coming premium for an insiders » Transaction multiple of 208 tires revenue, apoioimataly one third the average of recent transactions + Approximately $235 million of expected run-rate
synergies afecta conservative est of the transactiona ayer potential, the clude other idened upside opportunes that could be asked. + Expected to be accretive to permings in the frater outcome and accvolve to 1010 by vaar thing integration
costs, with returns above of capital No anticipated material impact on long-term balance sheet matica, with mourn to target 24 Supporting materials What people are saying J.P.Morgan TD were hard-pressed to identify any facets of the deal that
dont echo our prevailing thoughts on the merits of consolidation, For those requiring a monosyllabic sound bite: this one makes sense to us. This transaction makes good common sense for both airlines. For Alaska, it enables
international growth in the Asia Pacific region..... For Hawaiian, it enables their passengers to fly to more places HAWAIIAN Employ Communities FAC Comect
***
Forward-Looking Statements
This communication
contains forward-looking statements subject to the safe harbor protection provided by the federal securities laws, including statements relating to the expected timing of the closing of the pending acquisition (the Transaction) of
Hawaiian Holdings Inc. (Hawaiian Holdings) by Alaska Air Group, Inc. (Alaska Air Group); considerations taken into account by Alaska Air Groups and Hawaiian Holdings Boards of Directors in approving the
Transaction; and expectations for Alaska Air Group and Hawaiian Holdings following the closing of the Transaction. There can be no assurance that the Transaction will in fact be consummated. Risks and uncertainties that could cause actual results to
differ materially from those indicated in the forward-looking statements include: the possibility that Hawaiian Holdings shareholders may not approve the adoption of the merger agreement; the risk that a condition to closing of the Transaction may
not be satisfied (or waived); the ability of each party to consummate the Transaction; that either party may terminate the merger agreement or that the closing of the Transaction might be delayed or not occur at all; possible disruption related to
the Transaction to Alaska Air Groups or Hawaiian Holdings current plans or operations, including through the loss of customers and employees; the diversion of management time and attention from ongoing business operations and
opportunities; the response of competitors to the Transaction; a failure to (or delay in) receiving the required regulatory clearances for the Transaction; uncertainties regarding Alaska Air Groups ability to successfully integrate the
operations of Hawaiian Holdings and Alaska Air Group and the time and cost to do so; the outcome of any legal proceedings that could be instituted against Hawaiian Holdings, Alaska Air Group or others relating to the Transaction; Alaska Air
Groups ability to realize anticipated cost savings, synergies or growth from the Transaction in the timeframe expected or at all; legislative, regulatory and economic developments affecting the business of Alaska Air Group and Hawaiian
Holdings; general economic conditions including those associated with pandemic recovery; the possibility and severity of catastrophic events, including but not limited to, pandemics, natural disasters, acts of terrorism or outbreak of war or
hostilities; and other risks and uncertainties detailed in periodic reports that Alaska Air Group and Hawaiian Holdings file with the Securities and Exchange Commission (SEC). All forward-looking statements in this communication are
based on information available to Alaska Air Group and Hawaiian Holdings as of the date of this communication. Alaska Air Group and Hawaiian Holdings each expressly disclaim any obligation to publicly update or revise the forward-looking statements,
except as required by law.
Additional Information and Where to Find It
Hawaiian Holdings, its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the
Transaction. Hawaiian Holdings plans to file a proxy statement (the Transaction Proxy Statement) with the SEC in connection with the solicitation of proxies to approve the Transaction.
Daniel W. Akins, Wendy A. Beck, Earl E. Fry, Lawrence S. Hershfield, C. Jayne Hrdlicka, Peter R. Ingram, Michael E. McNamara, Crystal K. Rose, Mark D.
Schneider, Craig E. Vosburg, Duane E. Woerth and Richard N. Zwern, all of whom are members of Hawaiian Holdings board of directors, and Shannon L. Okinaka, Hawaiian Holdings chief financial officer, are participants in Hawaiian
Holdings solicitation. None of such participants owns in excess of one percent of Hawaiian Holdings common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or
otherwise, will be included in the Transaction Proxy Statement and other relevant
documents to be filed with the SEC in connection with the Transaction. Please refer to the information relating to the foregoing (other than for Messrs. Akins and Woerth) under the caption
Security Ownership of Certain Beneficial Owners and Management in Hawaiian Holdings definitive proxy statement for its 2023 annual meeting of stockholders (the 2023 Proxy Statement), which was filed with the SEC on
April 5, 2023 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1172222/000117222223000022/ha-20230405.htm#i2d8a68908cc64c37bbeca80e509abb72_31. Since the filing of the 2023 Proxy
Statement, (a) each director (other than Mr. Ingram) received a grant of 13,990 restricted stock units that will vest upon the earlier of (i) the day prior to Hawaiian Holdings 2024 annual meeting of stockholders or (ii) a
change in control of Hawaiian Holdings; (b) Mr. Ingram received a grant of 163,755 restricted stock units; and (c) Ms. Okinaka received a grant of 57,314 restricted stock units. In the Transaction, equity awards held by
Mr. Ingram and Ms. Okinaka will be treated in accordance with their respective severance and change in control agreements. As of December 1, 2023, Mr. Ingram beneficially owns 340,964 shares and Ms. Okinaka beneficially owns
86,903 shares. The 2023 proxy statement, under the caption Executive CompensationPotential Payments Upon Termination or Change in Control, contains certain illustrative information on the payments that may be owed to
Mr. Ingram and Ms. Okinaka in a change of control of Hawaiian Holdings. As of December 1, 2023, (a) Mr. Woerth beneficially owns 37,389 shares and (b) Mr. Akins beneficially owns no shares. Mr. Akins received a
grant of 13,990 restricted stock units that will vest upon the earlier of (a) the day prior to Hawaiian Holdings 2024 annual meeting of stockholders or (b) a change of control.
Promptly after filing the definitive Transaction Proxy Statement with the SEC, Hawaiian Holdings will mail the definitive Transaction Proxy Statement and a
WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT HAWAIIAN HOLDINGS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement,
any amendments or supplements thereto, and any other relevant documents filed by Hawaiian Holdings with the SEC in connection with the Transaction at the SECs website (http://www.sec.gov). Copies of Hawaiian Holdings definitive
Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Hawaiian Holdings with the SEC in connection with the Transaction will also be available, free of charge, at Hawaiian Holdings
investor relations website (https://newsroom.hawaiianairlines.com/investor-relations), or by writing to Hawaiian Holdings, Inc., Attention: Investor Relations, P.O. Box 30008, Honolulu, HI 96820.
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