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
Press Release
Mesa Announcement
PHOENIX, AZ, November 13, 2003 - Mesa Air Group, Inc. (Nasdaq: MESA) today sent
the following letter to the Board of Directors of Atlantic Coast Airlines
Holdings, Inc. (Nasdaq: ACAI):
Board of Directors
Atlantic Coast Airlines Holdings, Inc.
45200 Business Court
Dulles, Virginia 20166
Ladies and Gentlemen:
As you are aware, we announced yesterday that we have entered into a
memorandum of understanding (MOU) with United Air Lines, Inc. ("United
Airlines") which provides that Mesa Air will provide or cause Atlantic Coast
Airlines Holdings, Inc. ("ACA") to provide for the operation of regional jet and
turboprop aircraft in code-share service under the United Express mark in the
event that Mesa Air is successful in its acquisition of ACA. If Mesa Air's
nominees are elected pursuant to our consent solicitation, they will have the
right to consider the proposal set forth in the above mentioned MOU.
Your stockholders are in a truly unique position today. Very rarely are
the stockholders of a publicly held corporation offered such a stark and
contrasting choice of strategic courses. One vision, as articulated by your
management, is to sever the historically stable and profitable relationship with
UAL enjoyed by ACA as an alliance partner and pursue the course of a "startup,"
low cost air carrier with all risks attendant thereto. Your management's actions
ignore, in our opinion, conclusions of leading Wall Street financial analysts
who consider the financial projections to be questionable. Another vision,
represented by Mesa's proposal, is to return ACA to what it has done best:
provide high quality regional air service to major airlines under long-term
revenue guaranty agreements. From our vantage point, the choice is
straightforward and simple.
We believe that your stockholders are entitled to decide the future of a
company in this situation. Accordingly, in our opinion, any action taken by you
to impede the ability of your stockholders to make this fundamental choice or to
receive a premium for their shares may cause irreparable damage to ACA and
stockholder value.
In that regard, both as a significant shareholder and potential bidder for
ACA, we are very concerned that in light of your recent announcements you may
choose to impede your stockholders ability to continue as a regional carrier by
committing to the purchase of inappropriate aircraft. We believe that entering
into an aircraft purchase commitment or taking other action that would preclude
your stockholders from fairly considering the exchange offer/merger proposal we
have previously communicated to you would constitute an impermissible "shark
repellant" and would be inconsistent with your fiduciary duties under Delaware
law. We believe that by entering into any binding aircraft purchase agreement
with penalty clauses or non-refundable deposits the ACA board would be wasting
valuable corporate assets and would be acting contrary to the best interests of
its stockholders solely for the purpose of entrenching yourselves and
management. I am sure you have heard and will continue to hear from your
shareholders on this issue.
We urge you to not take any action that would make it more difficult or
expensive for stockholders to consider our proposal and receive the premium that
would result. We will take such action as is necessary to protect ACA
stockholder value and ensure that you comply with your fiduciary duty to the ACA
stockholder, including us.
Sincerely,
/s/ Jonathan G. Ornstein
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Jonathan G. Ornstein
Chairman of the Board & Chief Executive Officer
About Mesa
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
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.