Key Takeaways
- • Apollo Global Management has secured easyJet with a firm £7.15-per-share cash offer, valuing the Luton-based carrier at approximately £5.7 billion and ending a competitive bidding process after Castlelake withdrew on 6 August.
- • The Apollo offer represents a 25p premium over Castlelake's final £6.90 proposal and an 81% premium to easyJet's closing price of 394p on 28 May, the day before Castlelake's interest became public.
- • easyJet's board has unanimously recommended the cash offer, and the Haji-Ioannou family concert party (including founder Sir Stelios Haji-Ioannou) has committed irrevocable support for approximately 15.31% of issued share capital.
- • Shareholders may elect a Stub Equity Alternative to receive unlisted shares in Apollo's parent company on a one-for-one basis, capped at 49.9% of the new entity, with excess holdings settled in cash.
- • The acquisition will be structured through Eagle Bidco, an Apollo-managed fund vehicle, moving easyJet toward private ownership after months of takeover speculation.
Summary
Apollo Global Management has confirmed a firm intention to acquire easyJet at £7.15 per share in an all-cash transaction, concluding a competitive bidding contest that began when Castlelake announced its withdrawal on 6 August. The deal values easyJet's issued and to-be-issued share capital at approximately £5.7 billion. Apollo's offer exceeds Castlelake's final proposal by 25p per share (£6.90) and delivers an 81% premium relative to easyJet's closing price of 394p on 28 May, the last trading day before the takeover process became public.
The transaction will be executed through Eagle Bidco, a company indirectly owned and managed by Apollo funds. easyJet's board has unanimously endorsed the cash offer and recommended it to shareholders for approval. Critically, the Haji-Ioannou family concert party—which includes founder Sir Stelios Haji-Ioannou and holds approximately 15.31% of easyJet's issued share capital—has provided an irrevocable undertaking to support the transaction. easyJet directors holding shares have also committed to voting in favor, removing significant execution risk from the deal path.
Shareholders retain optionality through a Stub Equity Alternative, permitting them to exchange their holdings for unlisted shares in Apollo's new parent company on a one-for-one basis rather than receive cash proceeds. However, rollover equity is capped at 49.9% of the new parent entity, meaning excess elections will be scaled back and settled in cash. The board has recommended the cash offer but declined to make a formal recommendation on the equity alternative, noting that its appropriateness depends on individual shareholder circumstances and risk tolerance.
Castlelake's withdrawal is treated as a statement under Rule 2.8 of the UK Takeover Code, which ordinarily prevents the firm from returning with a subsequent proposal. This regulatory barrier effectively solidifies Apollo's position as the exclusive bidder and removes near-term refinancing or competitive risk from the transaction structure.
The transaction will be executed through Eagle Bidco, a company indirectly owned and managed by Apollo funds. easyJet's board has unanimously endorsed the cash offer and recommended it to shareholders for approval. Critically, the Haji-Ioannou family concert party—which includes founder Sir Stelios Haji-Ioannou and holds approximately 15.31% of easyJet's issued share capital—has provided an irrevocable undertaking to support the transaction. easyJet directors holding shares have also committed to voting in favor, removing significant execution risk from the deal path.
Shareholders retain optionality through a Stub Equity Alternative, permitting them to exchange their holdings for unlisted shares in Apollo's new parent company on a one-for-one basis rather than receive cash proceeds. However, rollover equity is capped at 49.9% of the new parent entity, meaning excess elections will be scaled back and settled in cash. The board has recommended the cash offer but declined to make a formal recommendation on the equity alternative, noting that its appropriateness depends on individual shareholder circumstances and risk tolerance.
Castlelake's withdrawal is treated as a statement under Rule 2.8 of the UK Takeover Code, which ordinarily prevents the firm from returning with a subsequent proposal. This regulatory barrier effectively solidifies Apollo's position as the exclusive bidder and removes near-term refinancing or competitive risk from the transaction structure.
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