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MESA AIRLINES AND WESTAIR REACH AGREEMENT IN PRINCIPLE

 MESA AIRLINES AND WESTAIR REACH AGREEMENT IN PRINCIPLE
 FARMINGTON, N.M., Nov. 18 /PRNewswire/ -- Mesa Airlines, Inc.


(NASDAQ: MESA) and WestAir Holdings, Inc. (AMEX: WAH) announced today that they have reached an Agreement in Principle whereby WestAir would be merged into a wholly owned subsidiary of Mesa.
 Mesa would exchange 0.2941 shares of Mesa stock for each share of WAH, which is equivalent to approximately $5.00 a share for each WestAir share. In addition to the 0.2941 shares, a Contingent Value Right (CVR) will be granted.
 Under the CVR, Mesa shall issue an additional 0.0588 shares of stock for each share of WestAir if WestAir achieves a pre-tax profit of $5.4 million for the 1992 calendar year. The CVR shall be 0.0441 shares if WestAir earnings are 75 percent to 99 percent of the $5.4 million goal, and 0.0294 if earnings are 50 percent to 74 percent of the goal.
 The agreement continues to be subject to several contingencies which include the reaching of a satisfactory merger agreement; the approval of certain third parties; legal and business due diligence; the reaching of an agreement with United Airlines, the code-sharing partner of WestAir, which is satisfactory to Mesa; the approval of the respective boards of directors; and the approval of the shareholders of the companies, if required.
 The parties expect to begin drafting a definite agreement in the near future.
 -0- 11/18/91
 /CONTACT: Gary Risley of Mesa Airlines, Inc., 505-327-0271/
 (MESA WAH) CO: Mesa Airlines, Inc.; WestAir Holdings, Inc. ST: New Mexico, California IN: AIR SU: TNM ML -- NYON2 -- 1180 11/18/91 06:29 EST
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Copyright 1991 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Nov 18, 1991
Words:275
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