easyJet shareholders approve GBP 5.7bn takeover by Apollo, regulators next
More than 97% of the scheme shares voted backed the private equity buyout of the low-cost airline. Completion is expected in the first quarter of 2027, but EU ownership rules remain the main hurdle.
easyJet shareholders on Wednesday 11 November approved the airline's takeover by funds managed by Apollo, clearing a key step for one of the largest private equity buyouts of a European carrier. At the court meeting, 97.07% of the scheme shares voted were cast in favour, according to the company's results announcement.
The board agreed in August to the GBP 5.7 billion offer of 715 pence per share, The Standard reported. The deal still needs court sanction and regulatory approvals, and easyJet expects it to take effect before the end of the first quarter of 2027.
The vote in numbers
At the court meeting, 287,233,404 scheme shares were voted for the scheme and 8,656,206 against. Of the 334 scheme shareholders who voted, 289, or 83.29%, backed it, clearing both majority tests required for a UK scheme of arrangement. The shares voted represented 39.03% of the share capital eligible to vote.
At the separate general meeting, the resolution to implement the scheme passed with 96.67% of votes in favour and 3.33% against, with 387,424 votes withheld, the announcement said.
Votes suspended to meet EU rules
easyJet is headquartered in Britain but relies on EU licences to operate bases and routes across the bloc, which means a majority of its shares should be held by EU investors, RTE reported. Only 35.07% of easyJet shares were held by EU persons at the time of the general meeting. To comply with European ownership and control requirements, the directors suspended voting rights at the general meeting on 233,921,894 shares held by non-EU persons, the company said.
How the deal came about
The boards of easyJet and Eagle Bidco, a company indirectly owned by Apollo funds, announced the recommended cash offer on 6 August 2026, and the scheme document followed on 15 October. Apollo won after a contest with US investment firm Castlelake, which had proposed GBP 5.5 billion, or 690 pence per share, before walking away in August, according to The Standard.
Shareholders can also choose an alternative offer of rollover shares and loan notes instead of cash. easyJet will announce the deadline for that election once the court hearing date has been set, Investing.com reported. Alongside the results, Bidco clarified that a tied vote at the board of the new holding company would be referred to holders of its A and B ordinary shares.
What still has to happen
The scheme remains subject to other conditions, including sanction by the court. Dealings in easyJet shares will end shortly after the sanction hearing, and the listing is to be cancelled by 8.00 a.m. three business days after it, ending more than 26 years on the London Stock Exchange. The long stop date is 6 August 2027.
The takeover also faces scrutiny in the EU, where officials are preparing a review of airline ownership rules to stop foreign investors from gaining effective control of carriers, RTE reported. The European Works Council has warned that the deal's structure could weaken the airline's resilience and expose employees to risks that have not been addressed, according to the same report.
Management's view
Chief executive Kenton Jarvis said it is now "over to the regulators" and that easyJet is "still anticipating the whole transaction closing in Q1 2027", speaking at an industry event in Westminster, as reported by The Standard. "We're very excited about it. We think it's good for the future of the company," he said. He added that the airline will keep replacing older A319 aircraft with A320neo and A321neo models, continue to grow its holidays business and launch a loyalty programme next year.
What it means for European founders and investors
easyJet is the latest London-listed company to be bought by a mostly US-based private equity firm, as the FTSE 100 has traded at a discount to US markets, RTE noted. For founders weighing a London listing, the steady flow of take-privates suggests that private buyers are often willing to pay more than public markets for European companies. Apollo has also been expanding its European business, as our report on its EUR 10 billion European credit company showed.
The deal is also a test of how far the EU will allow non-European capital to control a carrier that depends on EU traffic rights. The answer matters well beyond aviation, because ownership and control rules are central to how European regulators handle strategic sectors. For related aviation coverage, see Lufthansa's agreement for a stake in TAP Air Portugal and Ryanair's first-half results.
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