JetBlue has announced it has filed a “Vote No” proxy statement with the Securities and Exchange Commission, urging Spirit Airways shareholders to vote against a Spirit-Frontier Airlines merger at Spirit’s upcoming special meeting on June 10. Spirit had previously rejected JetBlue’s all-cash offer of $33 per share. In what news reports called a hostile takeover attempt, JetBlue also tended an all-cash offer of $30 for Spirit, lower than the original offer because, according to the company, the Spirit board of directors had not shared the same necessary diligence information that was shared with Frontier. In a letter to Spirit shareholders, Robin Hayes, CEO of JetBlue, said the carrier is fully prepared to negotiate in good faith a consensual transaction at $33, subject to receiving necessary diligence. JetBlue launched a website at and issued a letter to Spirit shareholders detailing the benefits of its transaction, the certainty of closing and the “misleading statements” made by Spirit. In the letter, Hayes said: “JetBlue offers more value — a significant premium in cash — more certainty, and more benefits for all stakeholders. Frontier offers less value, more risk, no divestiture commitments, and no reverse break-up fee, despite more overlap on nonstop routes and their own regulatory challenges.” The letter also said Spirit’s suggestion that JetBlue’s Northeast Alliance with American Airlines is a regulatory obstacle has no basis in fact or in law. It said JetBlue is confident a transaction will obtain regulatory approval.