Easyjet Plc (LON:EZJ) has announced that the Board of easyJet plc and Castlelake, L.P. have reached an agreement in principle on the key financial terms of a recommended cash offer, pursuant to a further proposal that Castlelake submitted to the Board of easyJet on 4 July 2026 to acquire the entire issued and to be issued ordinary share capital of easyJet not already held by Castlelake for £6.90 per share in cash, including a partial unlisted share alternative.
In connection with the Fifth Proposal, Castlelake has confirmed that it would agree to a “best endeavours” commitment in any cooperation agreement to obtain any regulatory clearances and approvals required to consummate the transaction.
In discussions between the parties, Castlelake has emphasised its tremendous respect for easyJet and its people, along with its intention to support its future growth and transformation to a stronger, more resilient European airline for the benefit of all stakeholders if the transaction proceeds to completion. Castlelake is supportive of easyJet’s fleet modernisation programme, which it regards as central to the Company’s long-term competitiveness, efficiency and sustainability objectives.
Having carefully reviewed it with its advisers, the Board of easyJet concluded that the financial terms of the Fifth Proposal are at a value that the Board would be minded to recommend to easyJet shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the agreement of all other terms and conditions of such offer, including the partial unlisted share alternative.
The Fifth Proposal is subject to satisfaction or waiver (by Castlelake) of a number of customary pre-conditions, including the completion of satisfactory due diligence and the agreement of definitive transaction documentation.
The Board has requested, and the Panel on Takeovers and Mergers has consented to, an extension of the PUSU deadline. Consequently, in accordance with Rule 2.6(c) of the Code, Castlelake is now required, by not later than 5.00 pm on Monday, 3 August 2026, either to announce a firm intention to make an offer for easyJet in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for easyJet, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
Pursuant to Rule 2.5 of the Code, Castlelake reserves the right to vary the form and/or mix of the consideration described above in this announcement. Castlelake reserves the right to make an offer for easyJet on less favourable terms than the form described above in this announcement, and/or not to offer any partial equity alternative:
(i) with the agreement or recommendation of the easyJet Board;
(ii) if a third party announces a firm intention to make an offer for easyJet on less favourable terms than contemplated under the terms of the Fifth Proposal; or
(iii) following the announcement by easyJet of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).
If easyJet declares, makes or pays any further dividend or distribution or other return of value or payment to its shareholders, Castlelake reserves the right to make an equivalent reduction to the Fifth Proposal. Pursuant to Rule 2.5(c) of the Code, Castlelake further reserves the right to waive any of the pre-conditions of the Fifth Proposal.
There can be no certainty that any firm offer will be made, even if any pre-conditions are satisfied or waived.
The Board will issue a further statement as and when appropriate. In the meantime, easyJet shareholders are advised to take no action.
