easyJet announced that its board and Castlelake have reached an agreement in principle on the key financial terms of a possible recommended cash offer. The proposal would see Castlelake acquire the entire issued and to-be-issued ordinary share capital of easyJet not already held by Castlelake for £6.90 per share in cash, including a partial unlisted share alternative.
The proposal is Castlelake’s fifth offer for easyJet and was submitted to the company’s board on July 4, 2026. The announcement was made under Rule 2.4 of the UK City Code on Takeovers and Mergers and does not represent a firm intention to make an offer.
easyJet said Castlelake has agreed to a “best endeavours” commitment in any cooperation agreement to obtain the required regulatory clearances and approvals. The company also said Castlelake has expressed respect for easyJet and its employees, as well as its intention to support the airline’s future growth and transformation.
Castlelake has also indicated support for easyJet’s fleet modernization program. The investment firm views the program as central to easyJet’s long-term competitiveness, efficiency, and sustainability objectives.
After reviewing the proposal with advisers, the easyJet board concluded that the financial terms are at a value it would be minded to recommend to shareholders. Any recommendation remains subject to Castlelake announcing a firm intention to make an offer under Rule 2.7 of the Code and the agreement of all other terms and conditions.
The possible offer remains subject to several customary pre-conditions. These include the completion of satisfactory due diligence and the agreement of definitive transaction documentation.
The UK Takeover Panel has consented to an extension of the “put up or shut up” deadline. Castlelake now has until 5 p.m. on August 3, 2026 to either announce a firm intention to make an offer for easyJet or state that it does not intend to make an offer.
easyJet said there is no certainty that a firm offer will be made, even if pre-conditions are satisfied or waived. The board said it will issue a further statement when appropriate and advised shareholders to take no action in the meantime.
Evercore is acting as lead financial adviser to easyJet. BNP Paribas is serving as financial adviser and corporate broker to easyJet, while Panmure Liberum is also serving as corporate broker.
Goldman Sachs is acting as financial adviser to Castlelake. Clifford Chance is acting as legal adviser to easyJet, while Slaughter and May and Milbank are acting as legal advisers to Castlelake.
