BAYSIDE CAPITAL, INC. AFFILIATE ANNOUNCES AGREEMENT TO ACQUIRE AIRNET SYSTEMS, INC.
MIAMI, FL – March 31, 2008 -- AirNet Systems, Inc. (AMEX: ANS) ("AirNet") today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Bayside Capital, Inc. ("Bayside Capital") for $2.81 per share in cash. The price represents a premium of approximately 93.8% over the closing price of $1.45 per share on March 28, 2008. The total value of the transaction is approximately $28.7 million. In conjunction with the merger agreement, the affiliate of Bayside Capital will also be purchasing approximately 1.9 million common shares from AirNet at $2.81 a share for a total purchase price of approximately $5.4 million. The Board of Directors of AirNet unanimously approved the merger agreement, determined that the merger is in the best interests of AirNet's shareholders and agreed to recommend approval and adoption of the merger and the merger agreement by AirNet's shareholders. AirNet's Board of Directors has received an opinion from Brown, Gibbons, Lang & Company, L.P. that the consideration to be received by the shareholders of AirNet pursuant to the merger is fair from a financial point of view.
AirNet's shareholders will vote on the proposed transaction at a special meeting that will be held on a date to be announced. Completion of the merger is subject to various customary closing conditions, including the obtaining of any required regulatory approvals. The closing of this transaction is expected to occur during the second quarter of 2008, and is not subject to any financing contingencies. Bruce D. Parker, Chairman and Chief Executive Officer of AirNet, said, "After a thorough assessment of various strategic options, including a number of unsolicited third-party offers to acquire AirNet, the Board concluded that an agreement with Bayside Capital presented us with the best likelihood of achieving significant value for our shareholders. This transaction is also in the best interests of our customers and team members. We believe that Bayside Capital was attracted by our operating performance as a specialized cargo airline and expedited transportation solutions provider, our excellent customer relationships, our commitment to operating excellence and our strong leadership team."
Mr. Parker went on to say that following the completion of the transaction, AirNet will continue to fly under its current air carrier operating certificate and will be led by the existing management team.
John Caple, of Bayside Capital, said, "We are excited to be acquiring AirNet and look forward to working with its employees and management to continue AirNet's success. We feel especially fortunate to inherit such a great organization that we can build into an even better company."
About 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 dedicated charters and 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 www.airnet.com.
About Bayside Capital
Bayside Capital is a private investment firm which actively invests in the debt and equity of middle market companies that can benefit from operational enhancements, improved access to capital, or balance sheet realignments. With the ability to provide capital through a broad array of securities including senior and subordinated debt, equity, Debtor-In-Possession facilities, and special situation loans, Bayside has the experience and resources to help companies quickly resume growth initiatives and improve their strategic position. Bayside is an affiliate of H.I.G. Capital. For more information, please refer to the Bayside Capital website at www.bayside.com.
About H.I.G. Capital
H.I.G. Capital L.L.C. ("H.I.G.") is a leading global private equity investment firm with more than $7.5 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, and San Francisco in the U.S., as well as, affiliate offices in London, Hamburg and Paris in Europe, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential. H.I.G. invests in management-led buyouts and recapitalizations of profitable and well managed manufacturing or service businesses. H.I.G. also has extensive experience with financial restructurings and operational turnarounds. Since its founding, H.I.G. has completed more than 200 transactions. The firm currently manages a portfolio of more than 75 companies with combined revenues in excess of $7 billion. For more information, please refer to the H.I.G. website at www.higcapital.com. |
