Ardent Acquisition Corp., which raised $41.4 million when it went public on March 2, 2005, has announced that it has signed a definitive agreement to acquire privately held Avantair, Inc., a rapidly growing provider of fractional ownerships of piloted aircraft for personal and business use.
Ardent Acquisition Corp. to Acquire Avantair, Inc.
Tuesday October 3, 8:00 am ET
GARDEN CITY, N.Y.--(BUSINESS WIRE)--Ardent Acquisition Corp. (OTCBB: AACQ - News, AACQU - News, AACQW - News; "Ardent") announced today it has entered into definitive agreements to acquire privately held Avantair, Inc. ("Avantair"). Avantair is a rapidly growing provider of fractional ownerships of piloted aircraft for personal and business use, in addition to providing fixed base operation ("FBO") services. Following consummation of the acquisition, Avantair's current management team will remain in place, joined by Barry Gordon, the current Chief Executive Officer of Ardent, who will become non-executive Chairman of the Board. In addition, it is intended that, upon consummation of the acquisition, Ardent will change its name to "Avantair" and will apply for a NASDAQ listing.
Mr. Barry Gordon, Chairman and CEO of Ardent stated, "We are extremely excited about this transaction as we believe Avantair operates in a unique space in the fractional aircraft market, bridging the gap between commercial aviation and traditional fractional ownership. The company, led by a strong management team, has had exceptional growth over the past three years and is well-positioned to take advantage of industry trends that are propelling the growth of the fractional aircraft market. In addition, upon closing of the transaction, Avantair will be the only publicly-traded pure play fractional aircraft company."
Mr. Steve Santo, CEO of Avantair added, "We believe individuals and businesses are becoming more aware of the benefits of private aviation. Avantair offers a unique alternative to commercial aviation and other fractional operators at a very competitive price point. This transaction will provide Avantair with the necessary capital to grow the fleet and expand the number of fixed base operations, which will provide economies of scale and enable us to continue our strong track record of revenue growth. Speaking on behalf of the management team of Avantair, we welcome the wealth of aviation and public company experience that the entire Ardent management team brings to the business combination and believe they will be a great asset to Avantair."
Summary of the Transaction
Under the terms of the acquisition agreements, which contemplate acquisition of all shares, Ardent will purchase Avantair for an initial payment of 7,000,000 shares of Ardent common stock, subject to certain closing adjustments. Ardent will also assume or repay Avantair's outstanding debt (approximately $33.2 million as of 6/30/06) at closing.
The Avantair stockholders would also be entitled to receive future incentives based on achieving the following milestones;
-- one million shares of Ardent common stock if cash flow prior to interest, taxes and working capital changes ("Cash EBITDA") is equal to or greater than $6 million in F2007 (June 30),
-- five million shares of Ardent common stock if Cash EBITDA is equal to or greater than $20 million in F2008, and
-- five million shares of Ardent common stock if the closing market price of Ardent's common stock trades at or above $8.50 for 20 out of 30 trading days at any time prior to February 23, 2009.
The closing of the acquisition is subject to customary closing conditions, including approval of the acquisition agreement by the stockholders of Ardent. In addition, the closing is conditioned on holders of less than 20% of the shares of Ardent common stock voting against the acquisition and electing to convert their Ardent common stock into cash, as permitted by the Ardent certificate of incorporation.
Following the completion of the transaction, the board of directors of Avantair will consist of seven members, with three members nominated by Ardent, three members nominated by Avantair and one member to be mutually agreed upon by Ardent and Avantair. As indicated, Mr. Gordon will serve as the non-executive Chairman of the Board
Avantair Overview
Based in Clearwater, Fl, Avantair was founded in 2002 as the exclusive North American fractional provider of the Piaggio Avanti P.180 aircraft. Under the leadership of founder and CEO, Steve Santo, Avantair has become the fifth largest provider in the fractional aircraft market with the world's largest fleet of Piaggio Avanti P.180's. The Piaggio Avanti - the world's fastest turboprop - rivals the speed of most light cabin jets. The aircraft also boasts the same size cabin cross section as a super-midsize aircraft and has the benefit of the fuel efficiency of a turboprop.
In addition to providing fractional aircraft ownership, Avantair is a fixed base operator. An FBO is an airport-based facility that provides a variety of services to privately-operated aircraft, including: fueling, de-icing, maintenance and refurbishment, hanger rental, office space rental, and ramp fees. The company currently operates one FBO in Clearwater, FL and plans to operate an FBO by year-end in Camarillo, CA (LA metro area). In addition, the company is in discussions regarding an FBO operation in Caldwell, NJ (NYC metro area). FBOs should provide Avantair with strategic geographic bases of operation, a diversified revenue base beginning in F2007 and reduced repositioning costs, by providing additional maintenance, cleaning and fueling facilities.
Avantair was formed in response to the increasing demand for commercial airline alternatives for frequent travelers and the rising popularity of fractional ownership programs among individual and corporate travelers. Avantair currently manages a fleet of 25 planes and has another 58 on order.
The company's business model capitalizes on two complementary emerging trends: an increased number of travelers seeking alternatives to commercial airlines and the economic attractiveness of fractional ownership structures among individual and corporate travelers. Avantair's fleet of aircraft and professional pilots offer individuals and companies the advantages of airplane ownership and private travel, including maximum flexibility, luxury, time savings, convenience and safety. Previously only considered by large companies and very high net worth individuals, Avantair is lowering the cost of private aviation to a broader range of consumers.
Avantair has grown revenue from $7.7 million in fiscal 2004, to $26.2 million in fiscal 2005 and to $49.2 million in fiscal 2006. The Company has sustained losses since inception while investing in infrastructure and building towards critical mass. In the fiscal years 2004, 2005, and 2006, net losses were $5.0 million, $8.7 million, and $20.7 million, respectively.
Private Aviation Market Background
According to AvData, the fractional aircraft fleet has grown from 8 aircraft in 1986 to 952 today and the number of shareholders has grown from 3 in 1986 to 5,902 today. The target market continues to grow due to demographic trends of increased wealth. According to the Federal Reserve Board's study conducted in 2004, there are 2 million US households with a net worth between $5 million and $30 million.
Avantair's management believes there are several market trends that will continue to drive significant growth in the private aviation marketplace including: 1) the demographic trend of growing wealth, 2) busier lifestyles leading consumers with a desire for more convenient, less time-consuming ways to travel, and 3) unfavorable conditions in the commercial aviation market caused by fewer flights, long lines, poor customer service, and security and safety issues.
About Ardent Acquisition Corp.
Ardent Acquisition Corp. was formed on September 14, 2004 to serve as a vehicle to effect a business combination with an operating business. Ardent consummated its initial public offering on March 2, 2005, generating gross proceeds of $41.4 million from the sale of 6.9 million units, including the full exercise of the underwriters' over-allotment option. Each unit was comprised of one share of Ardent common stock and two warrants, each with an exercise price of $5.00. As of June 30, 2006, Ardent held approximately $37.9 million in a trust account maintained by an independent trustee, which will be released to Ardent upon the consummation of the business combination. EarlyBirdCapital, the managing underwriter of Ardent's initial public offering, is advising Ardent on the Avantair Acquisition.
About Avantair
Headquartered in Clearwater, FL, Avantair Inc. is the exclusive North American provider of fractional aircraft shares in the Piaggio Avanti P.180 aircraft. Avantair is the fifth largest company in the North American fractional aircraft industry and the only standalone fractional operator. The company currently manages a fleet of 25 planes with another 58 on order. With operations in 5 states and approximately 250 employees, Avantair offers private travel solutions for individuals and companies at a fraction of the cost of whole aircraft ownership. More information about Avantair is available on its website, www.avantair.com.
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