Onex's Proposed Acquisition of WestJet and Swoop: Canadian Transportation Agency issues determination
December 10, 2019 – Gatineau, QC – Canadian Transportation Agency
The Canadian Transportation Agency (Agency) issued today its determination that WestJet and Swoop Inc. would continue to meet the Canadian ownership and control requirements following the proposed acquisition of WestJet Airlines Ltd. by an affiliate of Onex.
The Agency's determination that WestJet and Swoop Inc. would remain Canadian is on the condition that Onex amends its by-laws to ensure that any matters pertaining to and affecting WestJet Airlines Ltd, WestJet and Swoop Inc, are voted on at Board of Directors' meetings where a majority of Canadian directors are present.
The Agency has directed Onex to provide copies of any document, previously submitted as draft, in their final executed form, within 60 days of the completed transaction.
The Agency reminded Onex that the requirement to be Canadian is an ongoing requirement, and that for WestJet and Swoop Inc. to remain Canadian, Onex must remain Canadian. WestJet and Swoop Inc. must notify the Agency of any change to their Canadian status.
On May 31, 2019, Onex, a publicly-traded company and asset manager, filed an application with the Agency requesting an advance determination as to whether WestJet and Swoop Inc. would continue to meet the Canadian ownership and control requirements following the proposed acquisition. WestJet Airlines Ltd. is the parent company to WestJet and Swoop Inc., which hold Agency licences. Onex proposed to acquire 100% of the company through an affiliate company.
After careful deliberation, the Agency concluded that the proposed transaction satisfied Canadian ownership and control in fact requirements, as defined in the Canada Transportation Act (Act), subject to certain conditions.
As stated in the Act, carriers must be Canadian and controlled in fact by Canadians in order to hold a domestic licence.
For more information, consult the Agency's Guide to Canadian Ownership and Control in Fact for Air Transportation and frequently asked questions on air licencing.
About the Agency
The Canadian Transportation Agency is an independent, quasi-judicial tribunal and regulator that has, with respect to all matters necessary for the exercise of its jurisdiction, all the powers of a superior court. The CTA has three core mandates: helping to keep the national transportation system running efficiently and smoothly, protecting the fundamental right of persons with disabilities to accessible transportation services, and providing consumer protection for air passengers. To help advance these mandates, the CTA makes and enforces ground rules that establish the rights and responsibilities of transportation service providers and users and level the playing field among competitors, resolves disputes using a range of tools from facilitation and mediation to arbitration and adjudication, and ensures that transportation providers and users are aware of their rights and responsibilities and how the CTA can help them.