EasyJet shareholders approve £5.7 billion Apollo takeover

Shareholders of easyJet voted overwhelmingly on Wednesday to approve a £5.7 billion ($7.6 billion) takeover of the British budget airline by Apollo Global Management, clearing one of the last major obstacles before the carrier is taken private after more than two decades on the London Stock Exchange.

The approval, confirmed in a formal results notice that easyJet filed on Wednesday, came at a court-convened meeting and a separate general meeting of shareholders held in London. Both votes easily cleared the 75 percent threshold required under UK takeover law for a scheme of arrangement, the legal mechanism Apollo is using to buy the airline outright and delist it from the exchange.

The vote, by the numbers

At the court meeting, 97.07 percent of the scheme shares voted, representing 287.2 million shares, backed the deal, against 2.93 percent, or 8.66 million shares, opposed. By head count, 289 of the 334 shareholders who voted, or 83.29 percent, supported the scheme. At the separate general meeting, 96.67 percent of votes cast, or just under 247.8 million shares, were in favour, with 3.33 percent against and roughly 387,000 votes withheld.

Turnout was modest relative to easyJet's full share register of just over 758 million shares: the shares voted at the court meeting represented about 39 percent of eligible capital. That partly reflects a quirk of the deal's structure. To keep the airline compliant with European Union ownership rules that require carriers based in the bloc to remain majority EU-controlled, easyJet suspended voting rights on 233.9 million shares held by non-EU investors, who collectively hold nearly 65 percent of the stock. The restriction did not block Apollo's bid but did shrink the pool of shares that could vote on the scheme itself.

A deal forged in a bidding contest

Apollo's winning bid values easyJet at £7.15 a share in cash, a price the airline's board unanimously recommended after a months-long bidding contest. Apollo entered the picture in July with an indicative offer that topped a rival approach from the investment firm Castlelake, which had proposed a structure built around European aviation executives to satisfy ownership rules. Castlelake raised its proposal before dropping out of the race in early August, after Apollo converted its offer into a binding one and the easyJet board switched its recommendation. EasyJet's investor relations site has tracked the deal's progress since the board and Apollo's acquisition vehicle, Eagle Bidco, first agreed terms on 6 August.

Apollo, for its part, has described the transaction on its own dedicated deal microsite as a recommended cash acquisition of easyJet's entire issued share capital, to be carried out through the scheme of arrangement now approved by shareholders. The private equity firm has said it intends to support easyJet's existing growth strategy rather than overhaul it, a message aimed partly at calming concerns among staff, unions and regulators about what private ownership would mean for a carrier that flies more than 95 million passengers a year across Europe.

Workers, the founder and lingering regulatory questions

EasyJet's founder, Sir Stelios Haji-Ioannou, and his family, who together hold close to 15 percent of the airline's shares, gave an early and public commitment to back the deal, a pledge that helped smooth its path to the shareholder vote. Labor unions have been far less sanguine. Unite, which represents thousands of easyJet cabin crew, said in a statement when the deal was first agreed that it would scrutinise the takeover closely and push to protect existing pay and conditions.

"Apollo has made broad statements about growing the business and working with its employees. Our members will always be our top priority at easyJet. Unite is committed to vigorously defending their jobs, pay and terms and conditions throughout the takeover and beyond," Unite general secretary Sharon Graham said.

EasyJet's European Works Council has gone further, formally objecting to the takeover structure and arguing that Apollo's assurances on jobs, which it said amounted to only a 12-month non-binding commitment, were insufficient to guarantee the airline's long-term stability. Apollo has said it does not intend to cut jobs in the first year after the deal closes. Separately, and apparently unrelated to the takeover itself, easyJet has been consulting on proposals that could eliminate up to about 50 head-office positions out of a roughly 2,300-strong corporate team.

A broader regulatory question also hangs over the transaction. Apollo's pursuit of easyJet, along with other recent approaches to European carriers, prompted EU officials earlier this year to begin examining whether the bloc's airline ownership and control rules need tightening to prevent non-EU investors from gaining effective control of European carriers while only nominally respecting majority-EU-ownership requirements. Any change to those rules could still complicate the deal's final regulatory clearances, even though Wednesday's shareholder vote removed one of the two conditions that easyJet said were satisfied by the results.

What happens next

The scheme still requires sanction from the UK High Court, a hearing for which has not yet been scheduled, as well as outstanding antitrust and foreign-investment clearances in several European jurisdictions, including Germany, Austria, France, Italy, Malta and Spain. FlightGlobal and other trade outlets reported that easyJet and Apollo continue to target completion by the end of the first quarter of 2027, with a long-stop date next August if the deal has not closed by then.

Once the court sanctions the scheme, easyJet shares are expected to be suspended and then delisted from the London Stock Exchange within three business days, and shareholders who opted for cash rather than Apollo's alternative offer of unlisted shares in the new holding company will be paid within 14 days of the deal becoming effective. Coverage of the vote noted that easyJet has yet to set a deadline for shareholders to choose between the cash offer and the rollover alternative, saying it would do so once a court hearing date is confirmed.

For now, the vote marks the clearest signal yet that one of Europe's largest airlines by passenger numbers is heading toward private ownership for the first time since its stock market listing in 2000, a shift that will test how a private equity owner manages an airline whose business depends as much on unionised labour and cross-border regulatory goodwill as on filling seats cheaply.