definitive green light on acquisition of Groupe Transat AT


Transat A.T. inc. ("Transat") is pleased to announce that at a special meeting of its shareholders (the "Shareholders") held today (the "Meeting"), a strong majority of shareholders voted in favor of the resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement under section 192 of the Canada Business Corporations Act pursuant to which Air Canada will acquire all of the issued and outstanding Class A Variable Voting Shares and Transat Class B Voting Shares (collectively, the "Shares") for a cash consideration of $ 18.00 per share (the "arrangement").
The shareholders holding a total of 26,530,771 votes, representing approximately 70.28% of the votes that may be cast at the meeting, were represented in person or by proxy at the meeting.

The Arrangement Resolution was approved by 94.77% of the votes cast by the shareholders, voting together as a single class, and 94.69% of the votes cast by the shareholders, voting together as one class, excluding the votes of Jean-Marc Eustache, who must be excluded in order to determine whether minority shareholders would be approved under National Instrument 61-101 – Protective Measures for Minority Holders in Special Transactions.

"We are pleased with the shareholders' support for the Arrangement, which will lead to the creation of a leader in the travel industry that will be based in Montreal and compete globally," said Jean. -Marc Eustache, President and Chief Executive Officer of Transat.

"This transformation of our organizations will bring long-term benefits to our employees, travelers and communities, and provide significant value to our shareholders. "

The Arrangement remains subject to certain closing conditions, including the approval of the Quebec Superior Court and applicable regulatory approvals, including approvals under the Competition Act (Canada), of the Act. on Transportation in Canada and Regulation (EC) No. 139/2004 of the Council of the European Union and other customary closing conditions.

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