And the hits just keep on rolling.

[mikecweb]

Airnet guys check your company email.

[Ian J]

Got it. Not really sure what it means. Says management will stay the same and we are still operating on our certificate.

The buyer appears to just be a Capital Management Company - didn't see that they owned any other air carrier.

I'm curious about what this means for us, if anything.

[Ian J]

Source: CNN Money

AirNet Systems, Inc. Announces Agreement to be Acquired by an Affiliate of Bayside Capital, Inc.
March 31, 2008: 12:05 PM EST



COLUMBUS, Ohio, March 31 /PRNewswire-FirstCall/ -- AirNet Systems, Inc. ("AirNet") today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Bayside Capital, Inc. ("Bayside Capital") for $2.81 per share in cash. The price represents a premium of approximately 93.8% over the closing price of $1.45 per share on March 28, 2008. The total value of the transaction is approximately $28.7 million. In conjunction with the merger agreement, the affiliate of Bayside Capital will also be purchasing approximately 1.9 million common shares from AirNet at $2.81 a share for a total purchase price of approximately $5.4 million.
The Board of Directors of AirNet unanimously approved the merger agreement, determined that the merger is in the best interests of AirNet's shareholders and agreed to recommend approval and adoption of the merger and the merger agreement by AirNet's shareholders. AirNet's Board of Directors has received an opinion from Brown, Gibbons, Lang & Company, L.P. that the consideration to be received by the shareholders of AirNet pursuant to the merger is fair from a financial point of view.
AirNet's shareholders will vote on the proposed transaction at a special meeting that will be held on a date to be announced. Completion of the merger is subject to various customary closing conditions, including the obtaining of any required regulatory approvals. The closing of this transaction is expected to occur during the second quarter of 2008, and is not subject to any financing contingencies.
Bruce D. Parker, Chairman and Chief Executive Officer of AirNet, said, "After a thorough assessment of various strategic options, including a number of unsolicited third-party offers to acquire AirNet, the Board concluded that an agreement with Bayside Capital presented us with the best likelihood of achieving significant value for our shareholders. This transaction is also in the best interests of our customers and team members. We believe that Bayside Capital was attracted by our operating performance as a specialized cargo airline and expedited transportation solutions provider, our excellent customer relationships, our commitment to operating excellence and our strong leadership team."
Mr. Parker went on to say that following the completion of the transaction, AirNet will continue to fly under its current air carrier operating certificate and will be led by the existing management team.
John Caple, of Bayside Capital, said, "We are excited to be acquiring AirNet and look forward to working with its employees and management to continue AirNet's success. We feel especially fortunate to inherit such a great organization that we can build into an even better company."
MergeGlobal, Inc. and Brown, Gibbons, Lang & Company, L.P. acted as the strategic advisors to AirNet. Vorys, Sater, Seymour and Pease LLP served as legal advisor to AirNet. McDermott Will & Emery LLP served as legal advisor to Bayside Capital.
Additional Information And Where To Find It:
This communication may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, AirNet intends to file a proxy statement and other materials with the Securities and Exchange Commission (the "SEC"). Shareholders of AirNet are urged to read the proxy statement and these other materials when they become available because they will contain important information about AirNet and the proposed transaction. Investors will be able to obtain a free copy of the proxy statement and these other materials when they become available, as well as other materials filed with the SEC concerning AirNet at the SEC's web site at http://www.sec.gov. Investors will also be able to obtain for free the proxy statement and other documents filed by AirNet with the SEC in connection with the merger or that will be incorporated by reference into the proxy statement, by directing a request in writing to AirNet Systems, Inc., at 7250 Star Check Drive, Columbus, Ohio 43217, Attention: Ray L. Druseikis, Secretary, or by telephone at (614) 409-4996.
Participants in the Solicitation
AirNet and its directors and executive officers and the affiliate of Bayside Capital may be deemed, under SEC rules, to be participants in the solicitation of proxies from AirNet's shareholders with respect to the proposed merger. Information regarding AirNet's directors and executive officers is set forth in AirNet's definitive Proxy Statement for the 2007 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2007 and AirNet's Current Reports on Form 8-K, which were filed with the SEC on June 1, 2007, August 21, 2007, September 27, 2007 (as amended on November 8, 2007) and October 9, 2007. More detailed information regarding the identity of potential participants, and their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement of AirNet and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available.
About AirNet Systems, Inc.
AirNet Systems, Inc. focuses its resources on providing value-added, time- critical aviation services to a diverse set of customers in the most service- intensive, cost-effective manner possible. AirNet operates an integrated national transportation network and also provides tailored and dedicated solutions to banks and other time-critical shippers. AirNet's aircraft are located strategically throughout the United States. To find out more, visit AirNet's website at www.airnet.com.
About Bayside Capital
Bayside Capital, which manages a $500 million special situations fund, invests in the debt and equity of middle market companies that can benefit from operational enhancements, improved access to capital, or balance sheet realignments. With the ability to provide capital through a broad array of securities, Bayside has the experience and resources to help companies quickly resume growth initiatives and improve their strategic position. Bayside Capital is an affiliate of H.I.G. Capital, a leading private equity investment firm specializing in acquisitions and recapitalizations of middle market businesses. Based in Miami, and with offices in Atlanta, Boston, and San Francisco in the U.S., as well as affiliate offices in London, Hamburg and Paris in Europe, H.I.G. specializes in providing capital to small and medium- sized companies with attractive growth potential. Since its founding, H.I.G. has completed over 75 transactions and currently manages a portfolio of over 50 companies with combined revenues of over $5 billion. For more information, please refer to the websites at www.higcapital.com and www.bayside.com.
Safe Harbor Statement
Except for the historical information contained in this news release, the matters discussed, including, but not limited to, information regarding future economic performance and plans and objectives of AirNet's management, are forward-looking statements that involve risks and uncertainties. When used in this news release, the words "believe", "will", "expect" and similar expressions are intended to be among statements that identify forward-looking statements. Such statements involve risks and uncertainties, which could cause actual results to differ materially from any forward-looking statement. The following factors, in addition to those included in the disclosures under the heading "ITEM 1A - RISK FACTORS" of Part I of AirNet's Annual Report on Form 10-K for the fiscal year ended December 31, 2007 could cause actual results to differ materially from those expressed in our forward-looking statements: the ability to obtain any required regulatory approvals of the merger on the proposed terms and schedule; the failure of AirNet's shareholders to approve and adopt the merger and the merger agreement; the failure to satisfy the conditions to the closing of the transaction; uncertainty surrounding the merger making it more difficult to maintain relationships with AirNet's customers and team members; potential regulatory changes by the Federal Aviation Administration ("FAA"), Department of Transportation ("DOT") and Transportation Security Administration ("TSA"), which could increase the regulation of AirNet's business, or the Federal Reserve, which could change the competitive environment of transporting cancelled checks; changes in the way the FAA is funded which could increase AirNet's operating costs; changes in check processing and shipment patterns of bank customers; changes in check processing and shipment patterns of the Federal Reserve System's Check Relay Network; the continued acceleration in the migration of AirNet's Bank Services customers to electronic alternatives to the physical movement of cancelled checks; disruptions to the Internet or AirNet's technology infrastructure, including those impacting AirNet's computer systems and corporate website; the impact of prolonged weakness in the United States economy on time-critical shipment volumes; significant changes in the volume of shipments transported on AirNet's air transportation network, customer demand for AirNet's various services or the prices it obtains for its services; the acceptance by AirNet's weekday Bank Services customers of AirNet's pricing structure; pilot shortages which could result in a reduction in AirNet's flight schedule or require subcontracting of certain routes; disruptions to operations due to adverse weather conditions, air traffic control-related constraints or aircraft accidents; potential changes in locally and federally mandated security requirements; increases in aviation fuel costs not fully offset by AirNet's fuel surcharge program; acts of war and terrorist activities; technological advances and increases in the use of electronic funds transfers; the availability and cost of financing required for operations; other economic, competitive and domestic and foreign governmental factors affecting AirNet's markets, prices and other facets of its operations; as well as other risks described from time to time in AirNet's filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Please refer to the disclosures included in "ITEM 1A - RISK FACTORS" of Part I and in the section captioned "Forward-looking statements" in "ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of Part II of the Annual Report on Form 10-K for the fiscal year ended December 31, 2007 of AirNet Systems, Inc. (File No. 1-13025) for additional details relating to risk factors that could affect AirNet's results and cause those results to differ materially from those expressed in the forward-looking statements.

[Ian J]

It seems Bayside also owns Gemini and Amerijet.

[minitour]

How dare you guys post anything company related on a public message board. Don't you know we have our own website for that? (heavy )

It's all above my pay grade, but as a precaution, I've polished off the resume. Not sent out...just polishing.

-mini

[mikecweb]

Originally Posted by minitour

How dare you guys post anything company related on a public message board. Don't you know we have our own website for that? (heavy )

It's all above my pay grade, but as a precaution, I've polished off the resume. Not sent out...just polishing.

-mini

You resume should always be ready.

[ackeight]

.

[KLB]

I don't know what this means for you guys, but I hope it brings and outcome to your liking.






Unless you try to steal r flyin'... Then we'll have to start a jumpseat war witcha. You don't want that to happen. Do yah? Do yah?

[ljg]

What do you guys think this means for our company? There will be a lot of talk about the transition from a publicly traded company to a private investment firm. I see advantages and disadvantages to it. Some advantages would be that we as a company don't have to make business decisions based on quarterly earnings reports to our shareholders, allowing us some extra flexibility. Secondly, I don't think the company currently has much outstanding debt. This extra influx of cash may help us start to tap into the market that everyone has been speculating we're headed into the next few years.
There are severe disadvantages I can imagine as well. Firstly, I was concerned about a firm buying Airnet that had no interest in aviation and would only milk it for assets. However, we don't really have many comparative "assets of value" (older equipment). This company also owns two other cargo airlines, so I *hope* that they can set goals and make decisions that are realistic to a cargo airline operation. What mostly concerns me is the fact that with private acquisition we have a sole investor behind us, which means we as a company must grow and fast. Bruce Parker mentioned in the conference call that given the constraints of the airline industry growth will be quite a challenge, but it is possible. I agree with that. Either we become more robust or we sink. With the current Airnet management team staying in place, they can reflect on their experience to set realistic goals for the future of our company. Honestly, I could be wrong, but I am not too overly concerned with the events of today. I think in the short-term all it means is that your check is going to say Airnet Holdings instead of Airnet Systems.

What do you all think about it?

[mikecweb]

Originally Posted by ljg

What do you guys think this means for our company? There will be a lot of talk about the transition from a publicly traded company to a private investment firm. I see advantages and disadvantages to it. Some advantages would be that we as a company don't have to make business decisions based on quarterly earnings reports to our shareholders, allowing us some extra flexibility. Secondly, I don't think the company currently has much outstanding debt. This extra influx of cash may help us start to tap into the market that everyone has been speculating we're headed into the next few years.
There are severe disadvantages I can imagine as well. Firstly, I was concerned about a firm buying Airnet that had no interest in aviation and would only milk it for assets. However, we don't really have many comparative "assets of value" (older equipment). This company also owns two other cargo airlines, so I *hope* that they can set goals and make decisions that are realistic to a cargo airline operation. What mostly concerns me is the fact that with private acquisition we have a sole investor behind us, which means we as a company must grow and fast. Bruce Parker mentioned in the conference call that given the constraints of the airline industry growth will be quite a challenge, but it is possible. I agree with that. Either we become more robust or we sink. With the current Airnet management team staying in place, they can reflect on their experience to set realistic goals for the future of our company. Honestly, I could be wrong, but I am not too overly concerned with the events of today. I think in the short-term all it means is that your check is going to say Airnet Holdings instead of Airnet Systems.

What do you all think about it?

I think you summed it up pretty good jor.
I'm not terribly worried. Although the direction of the company isn't lending toward my seat position I rather leave this place one day and see it survive rather then leave it when the door close. Hopefully we'll get some more concrete answers on the 18th.
Send me an email on your thoughts regarding the email sent on Friday.

[NJA_Capt]

As of Nov 2007.......HIG also owns Flight Options. Interesting.
http://www.prnewswire.com/cgi-bin/mi...E=Nov+30,+2007

[Queboat]

amerijunk and flops. two outstanding examples of really bad companies. i'm not saying being bought by HIG is going to ruin your life, but just make sure you stand up for what you deserve when the time comes. best of luck to you guys. lord knows we all are gonna need it over the next few years.

[BajtheJino]

As one who doesn't know-whats wrong with Amerijet?

[Queboat]

Originally Posted by BajtheJino

As one who doesn't know-whats wrong with Amerijet?

lets see, you have to sht in a plastic bag while flying a 727. pay, qol, and mx are terrible. Advice from a crew, "don't bother coming here, save some time and aggravation by wrapping your body in aluminum, pour jet A on your head and set yourself on fire."

[minitour]

Originally Posted by mikecweb

You resume should always be ready.

I suppose that depends on what you want to do with your career.

-mini

[BuickCFI]

interesting, should i still apply?

[Ian J]

Originally Posted by BuickCFI

interesting, should i still apply?

Of course. It's still the same certificate and same management.

If anything starts going downhill or uphill, you know you'll hear it here.

[mikecweb]

Originally Posted by minitour

I suppose that depends on what you want to do with your career.

-mini

Nope not really. It should always be ready.

[Stone Cold]

Originally Posted by mikecweb

Nope not really. It should always be ready.

Absolutely...always have one that can be updated within minutes. You never know in this industry!

Originally Posted by Ian J

Of course. It's still the same certificate and same management.

If anything starts going downhill or uphill, you know you'll hear it here.

Sounds familiar, doesn't it?

[minitour]

Originally Posted by mikecweb

Nope not really. It should always be ready.

Not really.

But we'll have to agree to disagree.

-mini

[minitour]

Originally Posted by Stone Cold

Absolutely...always have one that can be updated within minutes. You never know in this industry!

If it isn't updated, is it really "ready"?

More "deep thoughts" from minifool, tonight at 6.

-mini

[Ian J]

Holy crap. How hard is it? Type in new flight times and type in a new seat position if you have one.

Had to make sure I was still in the freight forum seeing how silly this discussion has turned.

[Ian J]

Originally Posted by Stone Cold

Sounds familiar, doesn't it?

You know it!

[mikecweb]

Originally Posted by minitour

Not really.

But we'll have to agree to disagree.

-mini

No offense, but I dread the day you become a Lear SIC and I get to have meaningless arguements like this....in the cockpit.

[minitour]

Originally Posted by Ian J

Holy crap. How hard is it? Type in new flight times and type in a new seat position if you have one.

I guess one persons definition of "ready" and another persons aren't exactly the same, are they?

Originally Posted by mikecweb

No offense, but I dread the day you become a Lear SIC and I get to have meaningless arguements like this....in the cockpit.

I wouldn't worry about it. Assuming I ever get there, I have my fun on the ground...it's all business on the flight deck.

'sides, you're a Bo Sox fan...I can't fly with you. Religious reasons and all.

-mini