Filed by Mesa Air Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rules 14a-12 and 14d-2
of the Securities Exchange Act of 1934
Subject Company: Atlantic Coast Airlines Holdings, Inc.
Commission File No: 0-21976
Mesa Air Group Reaches Agreement with United Airlines
Memorandum of Understanding sets terms under which Mesa and ACA
continue to operate as United Express
PHOENIX, AZ, November 12, 2003 - Mesa Air Group, Inc. (Nasdaq: MESA) announced
today that it has signed a non-binding Memorandum of Understanding with United
Airlines (OTC BB: UALAQ.OB), agreeing in principle to revised terms under which
both Mesa and Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI) would
operate as United Express carriers. The Memorandum of Understanding is subject
to the parties entering into definitive agreements and a successful consent
solicitation. If Mesa's consent solicitation is successful, the new Board of
Directors will have the right to consider the proposal and to exercise their
best judgment to either accept or reject the terms of United's offer.
Jonathan Ornstein, Chairman and Chief Executive Officer of Mesa Air Group said:
"We are delighted to have reached an agreement in principle with United on terms
which we feel are attractive and sensible for both parties. We believe our
proposed combination with ACA provides a win-win for all parties. If ACA goes
forward with its plan to convert to a low-fare airline it will be doing a
disservice to its shareholders, customers and employees. We believe ACA's plan
is a risky and unproven strategy, which has been questioned by numerous airline
industry securities analysts and one that appears to have been rejected by the
market. With an agreement with United in hand, we can now focus our attention on
pursuing our consent solicitation which will allow ACA's shareholders to
determine the future of ACA."
The Memorandum of Understanding covers, among other things, all existing
regional jet and turboprop aircraft currently operating for United Express on
routes served by ACA, under financial terms and conditions that Mesa believes
are attractive.
Mesa announced its proposed all-stock offer for ACA on October 6, 2003, offering
0.9 of a Mesa share for each share of ACA. On announcement, the offer
represented a 25% premium over ACA's closing stock price of October 3, 2003 and
a 35% premium over ACA's average trading price since July 28, 2003.
About Mesa
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Mesa currently operates 150 aircraft with 938 daily system departures to 163
cities, 40 states, the District of Columbia, Canada, Mexico and the Bahamas. It
operates in the West and Midwest as America West Express; the Midwest and East
as US Airways Express; in Denver and the West as United Express; in Denver as
Frontier JetExpress until December 31, 2003; in Kansas City with Midwest Express
and in New Mexico and Texas as Mesa Airlines. The Company, which was founded in
New Mexico in 1982, has approximately 4,000 employees. Mesa is a member of the
Regional Airline Association and Regional Aviation Partners. News releases and
other information about Mesa can be found at the company's web site at
http://www.mesa-air.com.
Safe Harbor
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This press release contains various forward-looking statements that are based on
management's beliefs, as well as assumptions made by and information currently
available to management. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable; it can give no
assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, projected or expected. The company does not intend to
update these forward-looking statements prior to its next required filing with
the Securities and Exchange Commission.
SOURCE Mesa Air Group, Inc.
Jonathan Ornstein / Peter Murnane of Mesa Air Group, 1-602-685-4000
Steve Lipin / Tim Payne of Brunswick Group, 1-212-333-3810
Additional Information and Where to Find it
More detailed information pertaining to the proposal by Mesa Air Group, Inc.
("Mesa") will be set forth in appropriate filings to be made with the SEC.
Investors and security holders are urged to carefully read the relevant
documents regarding the proposed transactions that will be filed with the SEC
because they will contain important information. You will be able to obtain the
documents when they become available free of charge at the website maintained by
the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC
by Mesa free of charge by requesting them in writing from Mesa Air Group, Inc.,
410 North 44th Street, Suite 700, Phoenix, Arizona 85008, Attention: Office of
the Corporate Secretary (602-685-4000).
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Mesa and certain other persons named below may be deemed to be participants in
the solicitation of proxies in connection with Mesa's proposed exchange offer
and consent solicitation. The participants in the solicitation may include the
directors and executive officers of Mesa. A detailed list of the names of Mesa's
directors and officers is contained in Mesa's proxy statement for its 2003
annual meeting, which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov).
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As of the date of this communication, none of the foregoing participants,
individually beneficially owns in excess of 5% of Atlantic Coast Airlines
Holdings, Inc. ("ACA") common stock. Except as disclosed above and in Mesa's
proxy statement for its 2003 annual meeting and other documents filed with the
SEC, to the knowledge of Mesa, none of the directors or executive officers of
Mesa has any material interest, direct or indirect, by security holdings or
otherwise, in Mesa or ACA.