The parties having concluded that European Commission approval would not be obtained - The Arrangement Agreement between Transat and Air Canada is Terminated by Mutual Consent

Transat actively pursuing negotiations to secure long-term financing as it plans for relaunch

Transat to consider other available strategic alternatives

MONTRÉAL, April 2, 2021 /CNW Telbec/ - Transat A.T. Inc. ("Transat" or the "Corporation") today announced that the contemplated arrangement with Air Canada (the "Arrangement") under the revised arrangement agreement between Transat and Air Canada dated October 9, 2020 (the "Arrangement Agreement") has been terminated by mutual agreement of Transat and Air Canada, effective immediately. The parties have reached this agreement after having been advised by the European Commission that it would not approve the transaction.

In connection with the termination of the Arrangement Agreement, Air Canada has agreed to pay a $12.5 million termination payment to the Corporation and to waive its entitlement to a $10 million termination fee in the event of an acquisition of Transat by a third party in the twelve months following termination of the Arrangement Agreement.

"This transaction, first contemplated more than two years ago, was complicated by the pandemic, and, ultimately, Air Canada reached its limit in terms of concessions it was willing to provide the European Commission to satisfy their competition law concerns," said Jean-Marc Eustache, President and Chief Executive Officer of Transat. "While both companies expected the proposed transaction to result in compelling benefits to shareholders, customers and other stakeholders, and even though we had received approval from the Canadian authorities, it has now become evident that we would not obtain the approval of the European Commission. Under these circumstances, Transat and Air Canada therefore mutually agreed that terminating the Arrangement Agreement was in our respective best interests. Now that Transat is no longer constrained by the limitations under the Arrangement Agreement, we are free to take the necessary steps to ensure a successful, long-term future, beginning by securing long-term financing to provide Transat with the flexibility to deliver on its strategic plan."

"I would like to thank our employees for their unwavering dedication and commitment throughout this process," added Mr. Eustache. "Although we are disappointed with this outcome, we are confident in the future of Transat and look forward to building back stronger as we exit the throes of the pandemic."

Details of the Termination Agreement

The termination agreement signed today between Air Canada and the Corporation provides for, among other things, the immediate termination of the Arrangement Agreement and contains a mutual release pursuant to which the parties have agreed to release one another from claims arising from, or related to, the Arrangement Agreement. A copy of the termination agreement will be filed on SEDAR at www.sedar.com.

As stated above, Air Canada has agreed to pay a one-time $12.5 million termination payment to the Corporation and to waive its entitlement to a termination fee that would have been payable in the event of an acquisition of Transat in the twelve months following termination of the Arrangement Agreement by one of the parties. This agreement between the parties regarding the treatment of the termination fees entitlements contained in the Arrangement Agreement was reached after carefully considering all relevant facts and circumstances, and in the interests of moving forward from the termination of the parties' relationship with no outstanding issues. Elements considered included the following, based on the terms of the Arrangement Agreement:

• a $10 million reverse termination fee payable by Air Canada to Transat upon termination if the European Commission's approval could not be obtained under any condition, meaning a full block of the Arrangement; or
• a $30 million reverse termination fee payable by Air Canada to Transat if Air Canada or Transat would have unilaterally terminated the Arrangement Agreement prior to a decision by the European Commission not involving a full block of the Arrangement; and
• a $10 million termination fee payable by Transat to Air Canada if, in the 12 months following the date of termination of the Arrangement Agreement, (A) an acquisition of Transat were to be consummated or effected, or (B) if Transat were to enter into an agreement for its acquisition and such acquisition were later consummated.

Finances

As previously stated, the Corporation requires new financing totalling at least of $500 million in 2021. The Corporation has been taking and will continue to take all measures available to it to preserve cash and, as previously announced, it has put in place a $250 million short-term subordinated credit facility, which matures on June 30 and will need to be replaced or extended before that date.

The Corporation is actively pursuing negotiations to secure long-term financing, including under the Large Employer Emergency Financing Facility ("LEEFF") and via prospective support from the Canadian government for businesses in the travel and tourism sector. Discussions on both topics are at an advanced stage and Transat's management is confident that a satisfactory financing will be secured in the coming weeks.

Strategic Plan

Now that Transat is no longer constrained by the limitations under the Arrangement Agreement, it is free to focus on relaunching operations under its strategic plan, including by leveraging its many competitive advantages.

As a smaller operator, Transat can be nimble and quickly adapt to ever-shifting market conditions. There is significant pent-up demand among customers in the Corporation's primary segments of leisure travel and visiting friends and relatives (VFR), which are expected to recover sooner than business travel.

Transat's smaller aircraft fleet provides greater flexibility and efficiency, and the Corporation benefits from a well-respected brand that customers love, as well as committed staff members and a strong distribution network.

Discussions with third parties

In addition, now that the Arrangement Agreement has been terminated, Transat is free to hold discussions with potential strategic and financial acquirers, including Mr. Pierre Karl Péladeau, whose investment company, Gestion MTRHP Inc., previously made (and since reiterated) a proposal to acquire all of the issued and outstanding shares of Transat for 5$ a share. The Board intends to examine available strategic alternatives, including the pursuit of the Corporation's stand-alone business plan.

"The global air transportation and tourism industry has been among those most affected by the COVID-19 crisis. However, the arrival of vaccines brings us a light at the end of the tunnel, and Transat is well positioned to bounce back. In close to 40 years of existence, we have traversed numerous crises and each time, we emerged stronger than before, demonstrating our resilience as an organization. We look forward to a safe and healthy future, as we hopefully put this pandemic behind us," concluded Mr. Eustache.

Caution regarding forward-looking statements

This press release contains certain forward-looking statements about Transat. These statements are based on certain assumptions deemed reasonable by Transat, but are subject to certain risks and uncertainties, several of which are outside the control of Transat, which may cause results to vary materially. Transat disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by securities laws.

In particular, this press release contains statements regarding potential alternative transactions, including in relation to Mr. Péladeau's proposal for the acquisition of the Corporation. There can be no assurance that management will be successful in its efforts to identify and implement other strategic alternatives that would be in the best interests of the Corporation and its stakeholders within the context of existing economic, market, regulatory and competitive conditions in the industries in which the Corporation operates, on favourable terms and timing or at all, and, if implemented, that such actions would have the intended results. Transat has also incurred significant transaction and related costs in connection with the transaction proposed under the Arrangement, and additional significant or unanticipated costs may be incurred in relation to alternative transactions.

Moreover, although the Corporation has been able to extend the maturity of its new subordinated short-term credit facility and to extend the suspension of financial ratios under its senior revolving term credit facility, such arrangements are for a limited duration and will need to be replaced or extended. In particular, the new short-term loan facility matures on June 30, 2021 and the temporary suspension of the application of certain financial ratios under both the Corporation's revolving term credit facility and the new short-term loan facility expires on April 29, 2021, after which time, absent of any extension, the Corporation could be in default of its obligations and the term of its borrowings could be accelerated.

As a result, now that the Arrangement Agreement has been terminated, the Corporation will need to address the challenges posed by its cash position and the maturing lending facilities. If the Corporation is not able to renew maturing facilities at acceptable conditions or find financing alternatives, its financial position and business prospects could be materially and adversely affected.

This press release contains statements relating to the active steps taken to secure long-term financing to cover needs of at least $500 million, including under the LEEFF program. The outcome of these steps is not guaranteed and there can be no assurance that Transat will be able to secure one or more financing facilities for the required funds or on favourable terms. In the case of the LEEFF, the ability to make use of the program will depend on its availability, the ability to meet the prerequisite conditions, acceptability of the financial terms and other conditions related to financing under the program for the Corporation and for the lenders and creditors who will be called upon to subordinate their debt to the amounts borrowed under the program. The required conditions could include the issuance of voting and participating shares that could cause dilution to existing shareholders and such dilution could be material. These factors could also be relevant for financing secured through sources other than the LEEFF.

The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect any of the Corporation's forward-looking statements. The reader is also cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements.

In making these statements, the Corporation has assumed, among other things, that travel and border restrictions imposed by government authorities will be relaxed to allow for a resumption of operations of the type and scale expected, that the standards and measures imposed by government and airport authorities to ensure the health and safety of personnel and travellers will be consistent with those announced or currently anticipated, that travellers will continue to travel despite the new health measures and other constraints imposed as a result of the pandemic, that credit facilities and other terms of credit extended by its business partners will continue to be made available as in the past, that management will continue to manage changes in cash flows to fund working capital requirements for the full fiscal year. If these assumptions prove incorrect, actual results and developments may differ materially from those contemplated by the forward-looking statements contained in this press release. 

The Corporation considers that the assumptions on which these forward-looking statements are based are reasonable. These statements reflect current expectations regarding future events and operating performance, speak only as of the date this press release is issued, and represent the Corporation's expectations as of that date.

For additional information with respect to these and other factors, see MD&A for the year ended October 31, 2020 and the MD&A for the quarter ended January 31, 2021 filed with the Canadian securities commissions and available on SEDAR at www.sedar.com. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities legislation. 

About Transat

Transat A.T. Inc. is a leading integrated international tourism company specializing in holiday travel. Under the Transat and Air Transat banners, the Corporation offers vacation packages, hotel stays and air travel to some 60 destinations in over 25 countries in the Americas and Europe. Transat is firmly committed to sustainable tourism development, as reflected in its multiple corporate responsibility initiatives over the past 14 years and obtained Travelife certification in 2018. The Corporation is based in Montréal (TSX: TRZ).

SOURCE Transat A.T. Inc.