Aircastle Limited (NYSE: AYR) ("Aircastle") announced today that its shareholders have voted to approve the previously announced Agreement and Plan of Merger, dated as of November 5, 2019 (the "Merger Agreement"), by and among Aircastle, MM Air Limited ("Parent") and MM Air Merger Sub Limited ("Merger Sub"), at a special general meeting of shareholders held today. The Merger Agreement provides for the merger of Merger Sub with and into Aircastle (the "Merger"), with Aircastle surviving the Merger as a wholly owned direct subsidiary of Parent. Parent and Merger Sub are controlled by affiliates of Marubeni Corporation and Mizuho Leasing Company, Limited.
Approximately 99% of the votes cast at the special general meeting of shareholders voted in favor of the approval and adoption of the Merger Agreement. Under Aircastle's Bye-laws, a majority of the votes cast by holders of outstanding common shares present in person or represented by proxy and entitled to vote at the special general meeting was required to approve and adopt the Merger Agreement.
"On behalf of the Aircastle Board of Directors, I would like to thank our shareholders for their support of this transaction," said Peter V. Ueberroth, Chairman of the Aircastle Board of Directors. "We look forward to working with Marubeni and Mizuho Leasing to complete the merger," added Michael J. Inglese, Chief Executive Officer of Aircastle.
Upon completion of the Merger, Aircastle's shareholders will be entitled to receive $32.00 in cash for each common share of Aircastle (other than shares already owned by Marubeni Corporation and its affiliates). The parties to the Merger Agreement have received all regulatory approvals that are a condition to closing the Merger, other than regulatory approval in Morocco, and the parties expect to complete the Merger in the coming weeks, subject to the satisfaction of the remaining customary closing conditions set forth in the Merger Agreement and discussed in detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission by Aircastle on January 23, 2020.