NEW YORK, Oct. 13 /PRNewswire/ -- On October 13th Sandell sent the following letter to the Board of Directors of Transat A.T. Inc.: October 13, 2005 Board of Directors of Transat A.T. Inc. c/o Mr. Jean-Marc Eustache Transat A.T. Inc. Place du Parc 300 Leo-Pariseau Street, Suite 600 Montreal, QC H2X 4C2 Attention: Mr. Jean-Marc Eustache Chairman of the Board and Chief Executive Officer Dear Sirs: Sandell Asset Management Corp. ("Sandell") and the private investment funds advised by Sandell (collectively with Sandell, the "Sandell Funds") beneficially own 1,311,200 Class A shares of Transat A.T. Inc. ("Transat" or the "Company"), representing approximately 3.2% of Transat's total outstanding shares. As Transat's October 19 Board meeting draws near, we feel that it is critically important for us as a large shareholder of the Company to express our position concerning various decisions that you will be asked to make with regards to Transat's capital structure. We strongly believe that if these decisions are not addressed in the right way they have the potential to prejudice us and other shareholders. In our view, at yesterday's closing price of $17.80, Transat's shares are at a level that is extremely dislocated from the true value of the Company. We say this with conviction based not on subjective valuation multiples or hypothetical transformational assumptions about the Company -- rather, one only needs to look at Transat's staggering $366 million cash balance (which excludes $132 million of cash held in trust) which represents $8.82 a share or half the current share price. Furthermore, taking into account the fact that Transat's cash balance continued growing over the last few quarters despite the Company being caught off guard by the rampant rise in fuel costs this Spring/Summer, and also considering that management expects to continue generating strong cash flow in the future, it is easy to see why the cash balance is oftentimes referred to as a cash hoard instead. We have listened to management's general ideas for the use of some of the cash which includes the need for working capital and a "rainy day" buffer, as well as for potential acquisition(s). We do not disagree with some aspects of this business rationale, but we are concerned about the potentially large disconnect between the amount of cash that management may want to set aside and the amount it truly needs to be able to run a disciplined and efficient business. Through a share buyback, we believe Transat can easily return $290 million of excess cash already on hand to shareholders and still be able to comfortably achieve its various goals. This will still leave the Company with a significant cash balance of $75 million which management had repeatedly maintained and reiterated during our meeting on September 21 was sufficient for working capital requirements. While management also stated that there are no acquisitions in the near term, even if there is an accretive and sound acquisition to be made the Company still has the option of obtaining financing at current low interest rates or using stock as acquisition currency. Finally, the figures above also do not take into account the release of the current $132 million of trust cash as they are earned, or the strength of Transat's EBITDA generation which is expected to be in excess of $125 million annually. We appreciate the need to invest in various opportunities, which is why we strongly advocate you invest the excess cash in one of the premier and most undervalued service companies in North America today - Transat A.T. Inc. As a major shareholder, we strongly urge you, the Board, to immediately unlock significant shareholder value through a meaningful self-tender offer via a Dutch auction. The valuation rationale behind a self-tender at this point in time is very simple -- Transat's massive cash balance is masking the value of its operations, and vice versa. $290 million of excess cash is the equivalent of $7.00 per share. Based on yesterday's closing price of $17.80, it directly implies a $10.80 valuation for Transat's operations. On adjusted 2006 EPS of $1.58(1), the current operations are therefore valued only at a shockingly low 6.8x 2006 P/E. Comparable travel service companies trade in a range of 12x- 15x. In fact, Transat's operations should be accorded a multiple at least at the high end of that range given the strength of the Company's market position and earnings power. While Transat's outright return on equity was a very respectable 15% over the last four difficult quarters, if you were to exclude $290 million of excess cash, the normalized ROE is estimated to be closer to 34%. We are therefore currently at an especially opportune time for the Company to repurchase its shares. A $290 million self-tender at $24.00 per share (which is a 35% premium to the current stock price but a substantial discount to a conservative intrinsic valuation of Transat) would not only reduce Transat's outstanding shares by 29%, it would also be immediately accretive to 2006 EPS by 31% (based on 41.5 million fully diluted shares currently outstanding). Even more attractive, is that post-tender, using a very conservative 13.5x 2006 target P/E multiple on pro forma EPS of $2.23 would result in a share valuation of $30.10, or an upside of 69% from yesterday's closing price. At this critical juncture, clear steps to fix the overcapitalized balance sheet will be a big step by the Board towards ensuring that shareholder value is maximized. As you must agree, undertaking a meaningful share repurchase in this case can hardly be considered controversial as it simply releases value that is already there in the form the excess cash. A meaningful share repurchase would also convey a very powerful message to the equity markets about the Board's and management's confidence and discipline in the underlying operations. Conversely, failure to enact a decisive and meaningful return of excess cash to shareholders may send a misleading and negative signal to investors that the Company wants to have a large pool of readily available cash to potentially spend itself out of challenges. Such situations always leave management teams vulnerable to the temptation to squander shareholders' cash on non-value enhancing moves and may provide further pressure on the stock price. The position laid out in this letter is completely compatible with management's operational and strategic goals. In fact, a leaner yet still flexible capital structure provides us with greater confidence that management will actually do a better job without the moral hazard associated with a hefty cash cushion. Based on exploratory informal conversations, we are confident the vast majority of Transat shareholders would be highly supportive of our significant value-creating share repurchase proposal. Recall that another very large shareholder, citing a support base totaling approximately 40% of shares outstanding (excluding the Sandell Funds' stake), made a similar request nearly a year ago(2). It is imperative that the Board finally recognize the demands of the Company's owners and stop paying mere lip service to shareholders or subject us to further delays and excuses. As a long-term investor in Transat, we want to remind the Board that your fiduciary duty is to the Company and shareholders, not management. If this responsibility is too heavy to bear, then the Board should either (i) also consider putting Transat up for sale so that you no longer have to serve the current shareholder constituency, or (ii) be prepared to step aside for new Directors to assume those duties. If the Board is unwilling to take appropriate actions we reserve the option to pursue alternative methods to enhance value. Given the constitution of Transat's long-ignored shareholder base, we are confident that there is strong appetite for change. As always, please feel free to contact us to discuss these matters at your convenience. Thank you for your consideration. Very truly yours, SANDELL ASSET MANAGEMENT CORP. /s/ Thomas Sandell Thomas Sandell Chief Executive Officer (1) Adjusted from 2006 expected EPS of $1.70 to reflect reduced interest income from the $290 million of excess cash. (2) "Jana Partners LLC Requests Transat A.T. Inc Undertake a Dutch Auction Tender Offer", public press release dated November 11, 2004.
SOURCE Sandell Asset Management Corp.