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Apollo’s £5.7bn easyJet Deal Moves Closer to Completion

The future ownership of easyJet has taken a significant step forward after the airline’s board unanimously endorsed a £5.7 billion takeover proposal from US private equity giant Apollo Global Management. The recommended offer follows months of takeover speculation and effectively places Apollo in pole position to acquire one of Europe’s largest low-cost carriers after competing bidder Castlelake decided not to submit a higher offer.

Although the board has formally recommended Apollo’s proposal, the acquisition is far from complete. The transaction remains subject to shareholder approval, multiple regulatory clearances across Europe and other jurisdictions, as well as approval by the UK High Court before the airline can officially become privately owned.

Apollo’s Higher Bid Wins Board Support

Apollo’s recommended offer values easyJet at approximately £5.7 billion, with shareholders set to receive £7.15 in cash for every share they own if the transaction proceeds. The acquisition will be completed through Eagle Bidco, an acquisition vehicle backed by funds managed by Apollo.

The agreed price represents a substantial premium compared with easyJet’s share price before takeover discussions became public. It also exceeds Castlelake’s final proposal of £6.90 per share, giving Apollo the winning advantage in what had become an increasingly competitive contest for the airline.

According to easyJet’s board, Apollo’s proposal delivers immediate value to shareholders while appropriately recognizing the airline’s long-term growth potential, strong brand and established position within the European aviation market.

Founder’s Family Backs the Transaction

One of the most notable developments is the support from the Haji-Ioannou family, including easyJet founder Sir Stelios Haji-Ioannou. The family has committed to vote in favor of the acquisition for its shareholding, representing roughly 15.31% of the airline’s issued share capital.

Directors who own shares have also pledged their support, strengthening Apollo’s position ahead of the shareholder vote.

Instead of taking cash, eligible investors will have the option to exchange their easyJet shares for shares in Apollo’s new holding company. However, this rollover option is subject to a cap, with no more than 49.9% of the new parent company allocated through share exchanges.

Unlike easyJet’s publicly traded shares, these replacement shares would be privately held and would not be listed on a stock exchange, meaning investors could face reduced liquidity and more limited opportunities to sell their holdings.

The airline has therefore recommended only the cash offer, leaving shareholders to assess individually whether the rollover alternative suits their own investment objectives.

Castlelake Ends Its Pursuit

Apollo’s successful proposal comes after Castlelake formally ended its pursuit of easyJet.

The investment firm had spent several months attempting to secure control of the airline, gradually increasing its offers as negotiations progressed. Earlier this summer, easyJet indicated it would be prepared to support Castlelake’s proposal if a formal offer materialized.

That position changed once Apollo returned with a superior bid.

Following Apollo’s announcement, Castlelake confirmed it would not proceed further under current circumstances. While its withdrawal is governed by the UK’s takeover rules, technical provisions could allow it to return if circumstances change, although there is currently no indication that another bid is being prepared.

The end of the bidding process removes much of the uncertainty surrounding easyJet’s ownership, allowing shareholders to focus on Apollo’s recommended proposal.

Additional Safeguards Under the Deal

Further details released alongside the agreement highlight how the new ownership structure is designed to comply with European airline ownership regulations.

Under the proposed arrangement, the Haji-Ioannou family will retain its investment under the new ownership framework, while other investors may either receive cash or exchange eligible holdings within the permitted limits.

An EU Trust shareholder structure will retain up to a 5% stake to help preserve compliance with European Union ownership requirements. Apollo’s own ownership interest will also be structured to remain within regulatory limits where required.

Apollo has also committed to maintaining easyJet’s UK and EU headquarters while supporting management’s existing strategic direction. Rather than pursuing a major operational overhaul immediately after completion, the investment group says it intends to build on the airline’s current business model and support sustainable long-term growth.

Approval Process Still Has Several Stages

Although the board has recommended the acquisition, numerous procedural steps remain before the transaction can be finalized.

A detailed scheme document outlining the complete terms of the takeover is expected within weeks. Shareholders will then vote on the proposed scheme through separate meetings requiring significant majorities for approval.

Beyond shareholder support, regulators across multiple countries must also approve the acquisition. Competition authorities, aviation regulators and foreign investment agencies in several European jurisdictions will all review aspects of the transaction before it can proceed.

Once every condition has been satisfied, the UK High Court must sanction the scheme of arrangement. Only after the court order is filed will the acquisition become legally effective.

Apollo and easyJet currently expect the transaction to close by the end of the first quarter of 2027, broadly aligning with reports suggesting completion by the end of March next year.

What Shareholders Can Expect

If the acquisition receives all required approvals, shareholders choosing the cash option will receive £7.15 per share, with payments expected shortly after completion.

Once the scheme becomes effective, it will apply to all eligible shareholders, including those who voted against the proposal or chose not to vote.

Following completion, easyJet will be delisted from the London Stock Exchange and converted into a privately held company, ending its years as a publicly traded airline.

What Changes for Passengers?

For customers, the proposed ownership change is unlikely to affect travel plans in the near term.

Existing bookings, flight schedules, loyalty benefits and passenger rights will continue unchanged while the approval process runs its course.

Looking further ahead, Apollo has outlined several opportunities to strengthen easyJet’s commercial performance. These include enhancing revenue management systems, expanding ancillary products, growing the easyJet Holidays business, strengthening its loyalty offering and exploring additional airline partnerships such as interline and codeshare agreements.

The investment firm has also suggested that selected premium or business-focused services could be introduced over time, although no specific initiatives have been announced.

As Europe continues reviewing airline ownership regulations, the transaction will receive close scrutiny from regulators before completion. Nevertheless, with Castlelake stepping aside and the board firmly backing Apollo’s proposal, the airline has moved significantly closer to entering a new chapter under private ownership.

For more on easyJet, see: Why easyJet Remains Europe’s Top Airline Takeover Target

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