Alaska Air Group Inc.
09/17/2024 | Press release | Distributed by Public on 09/17/2024 12:31
Material Event Form 8 K
ITEM 8.01. Other Events
On December 2, 2023, Alaska Air Group, Inc., a Delaware corporation ("Alaska"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Hawaiian Holdings, Inc., a Delaware corporation ("Hawaiian"), and Marlin Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Alaska ("Merger Sub"), providing for the merger of Merger Sub with and into Hawaiian (the "Merger"), with Hawaiian surviving as a wholly owned subsidiary of Alaska.
As previously disclosed, completion of the Merger is subject to, among other customary conditions, receipt of U.S. Department of Transportation (the "DOT") approval of an interim exemption application that Alaska and Hawaiian have previously jointly submitted. On September 17, 2024, the DOT granted the requested interim exemption.
Subject to the satisfaction or waiver of the remaining conditions to closing, Alaska and Hawaiian expect to consummate the Merger on or about September 18, 2024.
Forward-Looking Statements
This Current Report on Form 8-K 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 Merger. There can be no assurance that the Merger 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 risk that a condition to closing of the Merger may not be satisfied (or waived); the ability of each party to consummate the Merger; that either party may terminate the Merger Agreement or that the closing of the Merger might be delayed or not occur at all; the outcome of any legal proceedings that could be instituted against Hawaiian, Alaska or others relating to the Merger; legislative, regulatory and economic developments affecting the business of Alaska and Hawaiian; and other risks and uncertainties detailed in periodic reports that Alaska and Hawaiian file with the SEC. All forward-looking statements in this Current Report on Form 8-K are based on information available to Alaska as of the date of this Current Report on Form 8-K. Alaska expressly disclaims any obligation to publicly update or revise the forward-looking statements, except as required by law.