CALGARY — WestJet says it has entered into a definitive agreement for its acquisition by Onex Corporation for an all-cash deal worth $5 billion. Assuming the deal goes through, WestJet will operate as a privately-held company from late 2019 or early 2020 onwards.

Under the terms of the agreement, Onex Corporation and its affiliated funds will acquire all outstanding shares of WestJet for $31 per share. The transaction value is approximately $5 billion including assumed debt.

WestJet says it was approached by Onex in March 2019, at which point the WestJet board of directors formed a special committee of independent directors to provide the Board with its advice and recommendations with respect to the proposal from Onex and the transaction, and to supervise the negotiation of the terms and conditions of the transaction.

After an extensive review of the proposed transaction, says WestJet, the special committee provided its unanimous recommendation of the transaction to the WestJet board of directors.

The WestJet board of directors, having received and considered the recommendation of the special committee, determined that the transaction is in the best interests of WestJet and unanimously recommends that WestJet shareholders vote in favour of the transaction at the special meeting of shareholders to be held to approve the transaction.

Clive Beddoe, WestJet’s Founder and Chairman, said in a statement released this morning: “Since our first flight in 1996, WestJet has been singularly focused on providing better options for the Canadian travelling public and this transaction retains that commitment. I am particularly pleased that WestJet will remain headquartered in Calgary and will continue to build on the success that our 14,000 WestJetters have created. Onex’s aerospace experience, history of positive employee relations and long-term orientation makes it an ideal partner for WestJetters, and I am excited about our future.”

Ed Sims, WestJet’s President and Chief Executive Officer, added: “We are delighted to continue the journey of building an airline based on a growing network, providing competitive airfares and more choice to, from and within Canada, for communities large and small. Integral to this relationship is a commitment to our employees, and our unique ownership-driven culture.”

The transaction is to be completed by way of an arrangement under the Business Corporations Act (Alberta). Completion of the transaction is subject to a number of conditions, including court and shareholder approval and receipt of certain regulatory approvals, including approval under the Canada Transportation Act.

The approval under the Canada Transportation Act involves a determination by the Minister of Transport which entails an assessment of the public interest as it relates to national transportation.

“WestJet is one of Canada’s strongest brands and we have tremendous respect for the business that Clive Beddoe and all WestJetters have built over the years. WestJet is renowned internationally for its unparalleled guest experience and employee culture,” says Tawfiq Popatia, a Managing Director at Onex. “We’re thrilled to be partnering with WestJetters and continuing this remarkable Canadian success story.”