AirNet's Suitor Takes Extra Time to Review Deal

AirNet Systems Inc., the nation's largest check courier, said the private equity company that has been negotiating to buy it has asked for an extra 15 days to study its operations.

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AirNet announced the delay Thursday, and said it had hired the investment firm Giuliani Capital Advisors LLC of New York to review the price of the deal.

On Oct. 26, AirNet announced that a private equity company had offered $4.55 a share, or a total of $46.2 million. It did not name the company.

AirNet, of Columbus, Ohio, said then that it had agreed to an "exclusivity period" for the suitor to perform its due diligence and complete the deal. The period was to last until Nov. 30, or - by mutual consent - until Dec. 15.

In January, AirNet hired the Chicago investment bank Brown Gibbons Lang & Co. as its strategic adviser. Brown recommended in May that it seek a buyer.

James E. Riddle, the lead director of a special committee AirNet has established to oversee the sale efforts, said Thursday in a press release that Brown would retain its role. "However, the special committee believed it was prudent to retain a second independent financial adviser to evaluate the fairness of the proposed offer," he said.

AirNet said Thursday that it still expects to reach a deal, but said it could fall through or its terms could change. It has identified the potential buyer only as "a nationally recognized private equity investment firm."

Bob Lentz, a spokesman for the courier company, would not elaborate on the press release. "We've been trying to put out everything we could through the release format," he said.

AirNet operates a fleet of more than 100 planes to transport checks among banks. But the future of that business is in doubt, because check volume has been steadily declining for several years. (AirNet planes also deliver copies of American Banker.)

Bert Ely, a banking consultant in Alexandria, Va., said the extension probably means the buyer found problems in AirNet's business. The sticking point is probably the price, Mr. Ely said.

"There's got to be some pessimism about where the check business is going to be in a couple of years," he said.

Phillip Goldstein, the president of Kimball & Winthrop Inc., of Pleasantville, N.Y., owns 13% of AirNet's shares, according to its proxy statement. Mr. Goldstein said in an interview that he was unhappy about the proposed price but would not oppose the deal.

"I think the deal price is too low. If it comes through at $4.55, it's very cheap, and the buyer is getting a great deal," he said.

But Mr. Goldstein said that with no other buyer on the horizon and no partner willing to step in and run the company, he saw no benefit in staging a proxy fight for control of AirNet.

"I don't have my life to devote to running this company, not that I could do it," he said. "As an outside investor, I'm not sure it's worth my time and effort."

AirNet's shares closed at $5.15 on Oct. 25, the day before the offer was announced. They closed Friday at $4.11, down 1.2% from Thursday.

Though the decline of checks has been documented and the elimination of courier expenses is widely expected in the banking industry, the shift has not showed up in AirNet's operations. In the third quarter its revenue from bank services was $29.1 million, up $2.5 million, 9.4%, from a year earlier. However, a surcharge AirNet imposed to reflect higher fuel prices accounted for $2.1 million of that growth.

The company narrowed its net loss in the quarter by 74%, to $7.9 million, as revenue grew 9%, to $48.1 million. Fuel surcharges were $3.5 million of the $4.2 million revenue increase.

The fastest-growing part of AirNet's business has been a passenger charter service, though it has tried a variety of specialized transportation services, including delivering human organs for transplant. The company has given no indication of what its prospective buyer intends for the future.

Mr. Goldstein said that though he still thinks the management and the board are responsible for the company's problems, his view of the business has changed.

"When I first started acquiring shares, I wanted the company sold or liquidated," he said. But with revenue holding steady, he said, the shares were probably oversold on market pessimism.

"The predictions of gloom and doom seem to be more hype than reality," Mr. Goldstein said. "I'm leaning toward the opinion that the business is not going away that quickly; we're going to be writing checks for a long time to come."

AirNet plans to hold a delayed annual meeting of shareholders on Dec. 16, the day after the revised deadline for a deal, but the buyout is not on the agenda. The company said it would hold a special meeting later to vote on that issue if it reaches an agreement.


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