Wheels Up Experience Inc. (NYSE:UP) entered into an agreement to acquire Air Partner plc (LSE:AIR) from a group of shareholders for £79.5 million on January 27, 2022. The Acquisition is to be implemented by means of a scheme of arrangement. Under the terms of transaction, Wheels Up Experience Inc will acquire entire share capital of Air Partner for £1.25 per share in cash. The cash consideration payable under the Acquisition is being financed using existing balance sheet resources of Wheels Up. The deal is subject to approval from shareholders of Air Partners, regulatory approval and court approval. As on February 1, 2022, Schroder Investment Management Limited provided a Letter of Intent regarding its intentions in relation to 6,900,000 shares. As of February 10, 2022, Schroder Investment Management Limited is no longer in a position to accept or procure the acceptance of the Offer, in relation to 4,895,000 shares. Wheels Up Experience has received irrevocable undertakings from the Air Partner Directors to vote in favour of the Scheme in respect of the 1,145,131 Air Partner Shares they own or control, representing, in aggregate, approximately 1.80%. Wheels Up Experience has received irrevocable undertakings and non-binding letters of intent representing in aggregate, 12,833,190 Air Partner Shares representing approximately 20.19% stake.

As per filing on March 8, 2022, Air Partner shareholders and court given approval to the transaction. Air Partner Directors recommend unanimously that Air Partner Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. The Court Meeting is scheduled to be held on March 8, 2022, and the General Meeting is scheduled to be on March 8, 2022. It is intended that following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel trading of Air Partner Shares on the Main Market for listed securities and the FCA will be requested to cancel the listing of Air Partner Shares on the Official List. The transaction has been approved by the boards of directors of both Wheels Up and Air Partner. As of January 28, 2022, transaction is expected to close later in first quarter of 2022. As of February 9, 2022, The Scheme is expected to become Effective during the first quarter of 2022. As of March 10, 2022, the transaction is expected to close by the end of our first quarter 2022. As of March 29, 2022, High Court of Justice in England and Wales has approved the transaction. Completion is planned on April 1, 2022. Bobbie Hilliam, Georgina McCooke and Harry Rees of Canaccord Genuity Limited acted as financial advisors and Ashurst LLP acted as legal advisor to Air Partner. Nick Fazioli, Paul Bundred and James Umbers of Jefferies International Limited acted as financial advisors and Laurie Abramowitz, James Castro-Edwards, Henry Clinton-Davis, Justin P. Hedge, Uri Horowitz, Paul C. Llewellyn, Jeffrey L. London, Michael McGill, Nancy L. Perkins, John Schmidt, Jeremy Willcocks and Thomas Yadlon of Arnold & Porter Kaye Scholer LLP acted as legal advisor to Wheels Up Experience Inc. Link Market Services Limited acted as registrar to Air Partner.