AirNet Systems, Inc. Announces Agreement to be Acquired by an Affiliate of Bayside...

AirNet Systems, Inc. Announces Agreement to be Acquired by an Affiliate of
Bayside Capital, Inc.

COLUMBUS, Ohio, March 31 /PRNewswire-FirstCall/ -- AirNet Systems, Inc.
(Amex: ANS) ("AirNet") today announced that it has entered into a definitive
merger agreement to be acquired by an affiliate of Bayside Capital, Inc.
("Bayside Capital") for $2.81 per share in cash. The price represents a
premium of approximately 93.8% over the closing price of $1.45 per share on
March 28, 2008. The total value of the transaction is approximately $28.7
million. In conjunction with the merger agreement, the affiliate of Bayside
Capital will also be purchasing approximately 1.9 million common shares from
AirNet at $2.81 a share for a total purchase price of approximately $5.4
million.
The Board of Directors of AirNet unanimously approved the merger
agreement, determined that the merger is in the best interests of AirNet's
shareholders and agreed to recommend approval and adoption of the merger and
the merger agreement by AirNet's shareholders. AirNet's Board of Directors
has received an opinion from Brown, Gibbons, Lang & Company, L.P. that the
consideration to be received by the shareholders of AirNet pursuant to the
merger is fair from a financial point of view.
AirNet's shareholders will vote on the proposed transaction at a special
meeting that will be held on a date to be announced. Completion of the merger
is subject to various customary closing conditions, including the obtaining of
any required regulatory approvals. The closing of this transaction is expected
to occur during the second quarter of 2008, and is not subject to any
financing contingencies.
Bruce D. Parker, Chairman and Chief Executive Officer of AirNet, said,
"After a thorough assessment of various strategic options, including a number
of unsolicited third-party offers to acquire AirNet, the Board concluded that
an agreement with Bayside Capital presented us with the best likelihood of
achieving significant value for our shareholders. This transaction is also in
the best interests of our customers and team members. We believe that Bayside
Capital was attracted by our operating performance as a specialized cargo
airline and expedited transportation solutions provider, our excellent
customer relationships, our commitment to operating excellence and our strong
leadership team."
Mr. Parker went on to say that following the completion of the
transaction, AirNet will continue to fly under its current air carrier
operating certificate and will be led by the existing management team.
John Caple, of Bayside Capital, said, "We are excited to be acquiring
AirNet and look forward to working with its employees and management to
continue AirNet's success. We feel especially fortunate to inherit such a
great organization that we can build into an even better company."
MergeGlobal, Inc. and Brown, Gibbons, Lang & Company, L.P. acted as the
strategic advisors to AirNet. Vorys, Sater, Seymour and Pease LLP served as
legal advisor to AirNet. McDermott Will & Emery LLP served as legal advisor to
Bayside Capital.
Additional Information And Where To Find It:
This communication may be deemed to be solicitation material in respect of
the proposed transaction. In connection with the proposed transaction, AirNet
intends to file a proxy statement and other materials with the Securities and
Exchange Commission (the "SEC"). Shareholders of AirNet are urged to read the
proxy statement and these other materials when they become available because
they will contain important information about AirNet and the proposed
transaction. Investors will be able to obtain a free copy of the proxy
statement and these other materials when they become available, as well as
other materials filed with the SEC concerning AirNet at the SEC's web site at
http://www.sec.gov. Investors will also be able to obtain for free the proxy
statement and other documents filed by AirNet with the SEC in connection with
the merger or that will be incorporated by reference into the proxy statement,
by directing a request in writing to AirNet Systems, Inc., at 7250 Star Check
Drive, Columbus, Ohio 43217, Attention: Ray L. Druseikis, Secretary, or by
telephone at (614) 409-4996.
Participants in the Solicitation
AirNet and its directors and executive officers and the affiliate of
Bayside Capital may be deemed, under SEC rules, to be participants in the
solicitation of proxies from AirNet's shareholders with respect to the
proposed merger. Information regarding AirNet's directors and executive
officers is set forth in AirNet's definitive Proxy Statement for the 2007
Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2007
and AirNet's Current Reports on Form 8-K, which were filed with the SEC on
June 1, 2007, August 21, 2007, September 27, 2007 (as amended on November 8,
2007) and October 9, 2007. More detailed information regarding the identity of
potential participants, and their direct and indirect interests, by security
holdings or otherwise, will be included in the proxy statement of AirNet and
other relevant materials to be filed with the SEC in connection with the
proposed transaction when they become available.
About AirNet Systems, Inc.
AirNet Systems, Inc. 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 and also provides tailored and dedicated
solutions to banks and other time-critical shippers. AirNet's aircraft are
located strategically throughout the United States. To find out more, visit
AirNet's website at www.airnet.com.
About Bayside Capital
Bayside Capital, which manages a $500 million special situations fund,
invests in the debt and equity of middle market companies that can benefit
from operational enhancements, improved access to capital, or balance sheet
realignments. With the ability to provide capital through a broad array of
securities, Bayside has the experience and resources to help companies quickly
resume growth initiatives and improve their strategic position. Bayside
Capital is an affiliate of H.I.G. Capital, a leading private equity investment
firm specializing in acquisitions and recapitalizations of middle market
businesses. Based in Miami, and with offices in Atlanta, Boston, and San
Francisco in the U.S., as well as affiliate offices in London, Hamburg and
Paris in Europe, H.I.G. specializes in providing capital to small and medium-
sized companies with attractive growth potential. Since its founding, H.I.G.
has completed over 75 transactions and currently manages a portfolio of over
50 companies with combined revenues of over $5 billion. For more information,
please refer to the websites at www.higcapital.com and www.bayside.com.
Safe Harbor Statement
Except for the historical information contained in this news release, the
matters discussed, including, but not limited to, information regarding future
economic performance and plans and objectives of AirNet's management, are
forward-looking statements that involve risks and uncertainties. When used in
this news release, the words "believe", "will", "expect" and similar
expressions are intended to be among statements that identify forward-looking
statements. Such statements involve risks and uncertainties, which could cause
actual results to differ materially from any forward-looking statement. The
following factors, in addition to those included in the disclosures under the
heading "ITEM 1A - RISK FACTORS" of Part I of AirNet's Annual Report on Form
10-K for the fiscal year ended December 31, 2007 could cause actual results to
differ materially from those expressed in our forward-looking statements: the
ability to obtain any required regulatory approvals of the merger on the
proposed terms and schedule; the failure of AirNet's shareholders to approve
and adopt the merger and the merger agreement; the failure to satisfy the
conditions to the closing of the transaction; uncertainty surrounding the
merger making it more difficult to maintain relationships with AirNet's
customers and team members; potential regulatory changes by the Federal
Aviation Administration ("FAA"), Department of Transportation ("DOT") and
Transportation Security Administration ("TSA"), which could increase the
regulation of AirNet's business, or the Federal Reserve, which could change
the competitive environment of transporting cancelled checks; changes in the
way the FAA is funded which could increase AirNet's operating costs; changes
in check processing and shipment patterns of bank customers; changes in check
processing and shipment patterns of the Federal Reserve System's Check Relay
Network; the continued acceleration in the migration of AirNet's Bank Services
customers to electronic alternatives to the physical movement of cancelled
checks; disruptions to the Internet or AirNet's technology infrastructure,
including those impacting AirNet's computer systems and corporate website; the
impact of prolonged weakness in the United States economy on time-critical
shipment volumes; significant changes in the volume of shipments transported
on AirNet's air transportation network, customer demand for AirNet's various
services or the prices it obtains for its services; the acceptance by AirNet's
weekday Bank Services customers of AirNet's pricing structure; pilot shortages
which could result in a reduction in AirNet's flight schedule or require
subcontracting of certain routes; disruptions to operations due to adverse
weather conditions, air traffic control-related constraints or aircraft
accidents; potential changes in locally and federally mandated security
requirements; increases in aviation fuel costs not fully offset by AirNet's
fuel surcharge program; acts of war and terrorist activities; technological
advances and increases in the use of electronic funds transfers; the
availability and cost of financing required for operations; other economic,
competitive and domestic and foreign governmental factors affecting AirNet's
markets, prices and other facets of its operations; as well as other risks
described from time to time in AirNet's filings with the SEC. 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 disclosures included in "ITEM 1A - RISK
FACTORS" of Part I and in the section captioned "Forward-looking statements"
in "ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" of Part II of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2007 of AirNet Systems, Inc. (File No. 1-13025)
for additional details relating to risk factors that could affect AirNet's
results and cause those results to differ materially from those expressed in
the forward-looking statements.
SOURCE AirNet Systems, Inc.

Ray Druseikis of AirNet Systems, Inc., +1-614-409-4996; Bob Lentz of
InvestQuest, Inc., +1-614-876-1900