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Mar 27, 2006|
Frontier Airlines Announces Results of Special Meeting of Shareholders
Shareholders Approve Holding Company Proposal
DENVER, March 27 /PRNewswire-FirstCall/ -- Frontier Airlines, Inc. (NASDAQ: FRNT) today announced that its shareholders have approved a plan of reorganization to form a Delaware holding company. The plan of reorganization provides that Frontier Airlines, Inc., a Colorado corporation, will become a wholly-owned subsidiary of Frontier Airlines Holdings, Inc., a Delaware corporation, and the current shareholders of Frontier Airlines will become stockholders of Frontier Airlines Holdings with the same number and percentage of shares of Frontier Airlines Holdings as they hold of Frontier Airlines prior to the reorganization. The common stock of Frontier Airlines Holdings, Inc. is expected to trade on the Nasdaq National Market under the symbol "FRNT" after the reorganization. Frontier Airlines expects that the reorganization will be tax-free to its existing shareholders.
In order to adopt a plan of merger it is necessary to secure the vote of a majority of outstanding shares. The plan of merger for Frontier Airlines Holdings was approved by approximately 67 percent of all outstanding shares and approximately 88 percent of all shares voted at the special meeting. The plan of reorganization and the trading of Frontier Airlines Holdings common stock will become effective on or about April 3, 2006.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Currently in its 12th year of operations, Denver-based Frontier Airlines is the second largest jet service carrier at Denver International Airport, employing approximately 4,700 aviation professionals. With 50 aircraft and the youngest Airbus fleet in North America, Frontier offers 24 channels of DIRECTV® service in every seatback along with 33 inches of legroom in an all coach configuration. In conjunction with Frontier JetExpress operated by Horizon Air, Frontier operates routes linking its Denver hub to 56 destinations including 48 destinations in 29 states spanning the nation from coast to coast, Calgary, Canada, and to seven cities in Mexico. Frontier's maintenance and engineering department has received the Federal Aviation Administration's highest award, the Diamond Certificate of Excellence, in recognition of 100 percent of its maintenance and engineering employees completing advanced aircraft maintenance training programs, for seven consecutive years. In July 2005, Frontier ranked as one of the "Top 10 Domestic Airlines" as determined by readers of Travel & Leisure magazine. Frontier provides capacity information and other operating statistics on its Web site, which may be viewed at http://www.frontierairlines.com/.
Legal Notice Regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts may be considered forward-looking statements as that item is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from these forward- looking statements. Many of these risks and uncertainties cannot be predicted with accuracy and some might not even be anticipated. Some of the factors that could significantly impact the forward-looking statements in this press release are discussed in our reports filed with the Securities and Exchange Commission. Any forward- looking statement is qualified by reference to these risks and factors. These risks and factors are not exclusive, and Frontier Airlines undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release. Additional information regarding these and other factors may be contained in Frontier Airlines' SEC filings, including without limitation, Frontier Airlines' Form 10-K for its fiscal year ended March 31, 2005 and Current Report on Form 8-K filed on November 29, 2005. Frontier Airlines' filings are available from the Securities and Exchange Commission or may be obtained on the Frontier Airlines' website at http://www.frontierairlines.com/.
Once the registration statement relating to the proposed reorganization is declared effective, interested persons may obtain a copy of the joint proxy statement/prospectus from Frontier Airlines, 7001 Tower Road, Denver, Colorado, 80249. Interested persons may obtain copies of the documents Frontier Airlines and Frontier Holdings file with the SEC in connection with the proposed reorganization free of charge on the SEC's web site at http://www.sec.gov/. Investors should read the joint proxy statement/prospectus carefully when it is available because it will contain important information about the proposed reorganization.
Frontier Airlines and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Frontier Airlines' shareholders in connection with the proposed reorganization. Information concerning Frontier Airlines' directors and executive officers is set forth in Frontier Airlines' proxy statement dated July 29, 2005, for Frontier Airlines' 2005 Annual Meeting of Shareholders, filed by Frontier Airlines with the SEC.
SOURCE: Frontier Airlines, Inc.
CONTACT: Joe Hodas of Frontier Airlines, +1-720-374-4504,
Web site: http://www.frontierairlines.com/