Exhibit 99.1
AirNet Systems, Inc. Announces Extension of Letter of Intent Exclusivity Period and
Engagement of Giuliani Capital Advisors
CONTACT:
Bob Lentz
InvestQuest, Inc.
(614) 876-1900
COLUMBUS, Ohio December 1, 2005
As previously disclosed, on October 26, 2005, AirNet
Systems, Inc. (NYSE: ANS) entered into a letter of intent for the sale of the company to a
nationally recognized private equity investment firm in a going private transaction for $4.55 per
share. The letter of intent provided the private equity investment firm with exclusivity until
November 30, 2005 to complete its confirmatory due diligence and execute a definitive merger
agreement but further provided that such date might be extended by mutual consent until
December 15, 2005. AirNet today announced that it has agreed to extend the exclusivity period
under the letter of intent until December 15, 2005. The private equity investment firm sought the
extension to complete its confirmatory due diligence, which is currently on-going. Based on the
potential buyers good faith efforts to date, the Special Committee of AirNets Board of Directors
agreed to the extension on behalf of the company. The parties expect to reach a definitive
agreement prior to December 15, 2005, although there can no assurances that such an
agreement will be executed or that, if it is, it will contain the same terms as those described
herein or previously disclosed.
Separately, AirNet announced that the Special Committee has engaged Giuliani Capital Advisors
LLC (Giuliani Capital) to provide a fairness opinion to AirNets Board in connection with the offer
of $4.55 per share contemplated by the letter of intent. Speaking on behalf of the Special
Committee, James E. Riddle, Lead Director, stated, We retained Brown Gibbons Lang &
Company (BGL) in January 2005 to lead the marketing process that has culminated in the letter
of intent for the sale of AirNet, and BGL is continuing in its role as financial advisor in connection
with the proposed transaction. However, the Special Committee believed it was prudent to retain
a second independent financial advisor to evaluate the fairness of the proposed offer. Giuliani
Capital came highly recommended to the Special Committee. We look forward to working with
Giuliani Capital and BGL as we proceed toward the execution of a definitive merger agreement.
AirNet Systems, Inc.
AirNet Systems, Inc., through its operating subsidiaries, focuses its resources on providing value-added,
time-critical aviation services to a diverse set of customers in the most service-intensive,
cost-effective manner possible. AirNet operates an integrated national transportation network that
provides expedited transportation services to banks and time-critical small package shippers
nationwide. Jetride, Inc., a wholly-owned subsidiary, provides Passenger Charter services
nationwide to individuals and businesses. The Company operated a total of 127 aircraft, 113 for
its cargo airline and 14 for its passenger charter airline at September 30, 2005, located
strategically throughout the United States. To find out more, visit AirNets website at
www.airnet.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Except for the historical information contained in this release of AirNet Systems, Inc., the matters
discussed, including, but not limited to, information regarding future economic performance and
plans and objectives of AirNets management, are forward-looking statements that involve risks
and uncertainties. When used in this release, the words believe, anticipate, estimate,
(more)
expect, intend, may, plan, project and similar expressions are intended to be among
statements that identify forward-looking statements. Such statements involve risks and
uncertainties including, but not limited to, the following which could cause actual results to differ
materially from any forward-looking statement: potential regulatory changes by the Federal
Aviation Administration (FAA), Department of Transportation (DOT) and Transportation
Security Administration (TSA), which could increase the regulation of AirNets business, or the
Federal Reserve, which could change the competitive environment of transporting canceled
checks; changes in check processing and shipment patterns of bank customers; the continued
acceleration of migration of AirNets Bank customers to electronic alternatives to the physical
movement of cancelled checks; disruptions to operations due to adverse weather conditions, air
traffic-control-related constraints or aircraft accidents; potential further declines in the values of
aircraft in AirNets fleet and any related asset impairment charges; the ability to successfully
market the Passenger Charter business in light of global changes in the commercial airline
industry; potential changes in locally and federally mandated security requirements; increases in
aviation fuel costs not fully offset by AirNets fuel surcharge program; acts of war and terrorist
activities; the acceptance of AirNets time-critical service offerings within targeted Express
markets; technological advances and increases in the use of electronic funds transfers; the
availability and cost of financing required for operations; the impact of unusual items resulting
from ongoing evaluation of our business strategies; as well as other economic, competitive and
domestic and foreign governmental factors affecting AirNets markets, prices and other facets of
its operations, and, while AirNet expects to be able to enter into a definitive agreement with the
private equity investment firm, there can be no assurances that such an agreement will be
executed or that, if it is, it will contain the same terms as those described herein and in prior news
releases. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those indicated. Please
refer to the sections captioned Forward-looking statements and Risk factors in Item 7 of the
Annual Report on Form 10-K for the fiscal year ended December 31, 2004 of AirNet Systems,
Inc. for additional details relating to risk factors that could affect AirNets results and cause those
results to differ materially from those expressed in forward-looking statements.
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