Governance of £5.7 billion easyJet deal amended to meet European control requirements
Key Facts
Board arrangements at Topco, the holding company linked to Apollo's acquisition of easyJet, have been amended to address European ownership and control requirements in a deal valued at approximately £5.7 billion. According to the holding company's amended term sheet, the changes concern the governance structure associated with the airline's acquisition. The amendment relates to the ownership and control requirements for an air carrier licence in Europe, making the holding company's management arrangements one of the matters linked to completion of the ownership transfer. The change applies at Topco level, rather than to the board of Apollo Global Management itself. European Commission guidance on airline ownership and control makes clear that these requirements concern the framework governing air carrier licensing. They are separate from the competition and merger reviews to which acquisitions are subject.
The cash offer provides for shareholders to receive £7.15 per share, according to easyJet's official acquisition update. The company said its shareholders "will be entitled to receive £7.15 in cash for each share", setting out the consideration underpinning the offer. The acquisition is recommended by easyJet's board and backed by its founder, Stelios Haji-Ioannou, and members of his family. The founder announced the family's position in a statement published by easyGroup on the recommended cash acquisition. He said: "My family members and I have decided to support the recommended acquisition announced by the easyJet board." The family's backing contrasts with opposition from the European Works Council, according to Reuters coverage of the acquisition scheme document published on Euronext.
On business plans associated with the deal, Apollo supports expanding easyJet holidays, according to the official acquisition update. The update identified the aim of the expansion as turning the business into a differentiated source of earnings. It described the strategy as "scaling easyJet holidays into a structurally differentiated earnings stream". The stated acquisition plans thus include developing the holidays business alongside arrangements for the airline's ownership and governance. In the market, Investing.com reported in its coverage of the publication of the acquisition scheme document that easyJet shares were trading at 684.6 pence. That price relates to the trading session when the scheme document was published, the stage covered in reporting on the deal's progress.
On the regulatory front, easyJet said it had received some approvals in Austria, Britain, France, Germany and Malta, according to Reuters. Completion of the acquisition remains subject to obtaining the necessary approvals and satisfying the associated conditions, according to the company's official update. The amended Topco board arrangements are due to take effect on completion of the deal, forming part of the governance structure during the ownership transition. easyJet expects to complete the acquisition before the end of the first quarter of 2027. It said in its update that "completion is expected by the end of the first quarter of 2027", with that timetable subject to the necessary approvals and conditions.