An independent securities expert in Milwaukee today unveiled research that may shed light on the reasons Midwest Air Group Inc.'s board of directors has rejected a hostile takeover attempt by AirTran Holdings Inc.

William McGinnis Jr. of W. McGinnis Advisors LLC, recently completed his analysis of AirTran's hostile bid to acquire the Oak Creek-based parent company of Midwest Airlines and found seven reasons that Midwest's board may be rejecting the offer:

• AirTran may be trying to buy Midwest Airlines at a bargain price.


• Midwest's shares may rise higher than the offered price on their own.


• The combination cash / stock offer may pose risks for Midwest Airlines shareholders.


• It is difficult to accurately assess the value of AirTran's shares.


• Uncertainty as to whether Midwest Airlines shareholders would want to own AirTran shares.


• The potential for negative tax consequences.


• A potential focus on long-term shareholders rather than speculators.

McGinnis, a Chartered Financial Analyst, has worked in investment analysis, portfolio management, mergers and acquisitions and the provision of professional opinions on such matters for more than 25 years. McGinnis said he does not own stock in Midwest or AirTran and does not have a vested financial interest in the outcome of the takeover attempt.

"Shareholders are at a distinct disadvantage in deciding whether to accept a hostile acquisition offer," McGinnis said. "They often lack the training, experience and information necessary to make the best decision for themselves. Therefore, shareholders of a target company are highly dependent on the recommendations of their board of directors. We found that, while AirTran's offer may appear attractive on the surface, there are a number of legitimate reasons the Midwest Board could rightly recommend rejection."

McGinnis said he undertook the study to help shareholders understand some of the issues that are typically evaluated by managements and boards of directors of target companies. Hostile acquisitions attempts are, by their very nature, played out in the media and are fraught with conflict and misinformation, he said.

"Too often company managements and boards of directors feel bullied by the potential buyer, speculators, attorneys and even the media to accept an undesired offer. We hope this is a report is a useful to not only for Midwest's shareholders, but also for the shareholders of other companies confronted with hostile offers," McGinnis said.

"As our report details, it's easy to understand how Midwest's Board could decide shareholders are indeed receiving 'The Best Care' by rejecting the AirTran offer," McGinnis said. "Every investor knows the old maxim - buy low/sell high. Acquiring companies know the maxim as well. It's easy to guess that AirTran is indeed trying to buy low. That would seem to leave Midwest's investors selling … Low. We understand why Midwest's Board could feel this is a bad idea."

He said the ultimate value of Orlando, Fla.-based AirTran's offer is uncertain, given that some of it is in the form of AirTran stock.

"If AirTran had made a cash offer of $15.00 per Midwest share, the decision for the

Board, as representatives of Midwest's shareholders, would have been greatly simplified," McGinnis said. "The question would have come down to, 'Do we believe Midwest's shares are worth more than $15.00 per share?'"

The full text of his report is available at www.wmcginnisadvisors.com/midwest.htm.

Meanwhile, AirTran's "final" offer to acquire Midwest was due to expire today. Timothy Hoeksema, chairman, president and chief executive officer of Midwest, filed with the U.S. Securities & Exchange Commission and mailed a definitive proxy to shareholders today.

In the proxy, Hoeksema urges shareholders to re-elect three members of the company's board of directors. John Bergstrom, James Boris and Frederick Stratton Jr. will be up for new three-year terms at Midwest's annual meeting on June 14.

AirTran has proposed an alternative slate of three board candidates in attempt to gain control of the Oak Creek company. AirTran's nominees are Jeffrey Erickson, Charles Kalmbach and John Albertine.

In the proxy, Hoeksema said, "The Midwest slate includes directors who have proven their commitment to fulfilling their fiduciary duty on behalf of shareholders by protecting Midwest's value. Like all the members of the board, they have a deep understanding of the company and a commitment to creating value for shareholders. The Midwest slate is running against three candidates who have been handpicked by AirTran Holdings, Inc. with the sole purpose of promoting AirTran's agenda and its proposal to purchase Midwest. AirTran has paid each of these nominees $40,000 to stand for election - raising the question of whether their interests are truly aligned with yours. We urge you to protect your investment and preserve Midwest Airlines by rejecting the AirTran slate. AirTran's plan is to generate a transaction that will dismantle Midwest Airlines. If that were to happen, Midwest shareholders would be left with shares of a consistently underperforming stock in a commodity carrier that provides inferior service. AirTran's stock has noticeably underperformed both Midwest's stock and the network carrier sector over the past 12 months."

To read the entire Midwest proxy, visit http://phx.corporate-ir.net/phoenix.zhtml?c=88626&p=irol-newsArticle&ID=1003116&highlight=AirTran spokesman Tad Hutcheson said the company had no further comment about the expiring offer today.