Midwest Air Group has signed a definitive merger agreement to be acquired by an affiliate of TPG Capital in a transaction valued at approximately $450 million. The merger agreement was unanimously approved by the Midwest Air Group Board of Directors.

Under the terms of the agreement, each outstanding share of Midwest’s common stock will be converted into the right to receive $17.00 per share in cash. On December 12, 2006, the last trading day before the public announcement of AirTran’s indication of interest in acquiring Midwest, the per share price of Midwest’s common stock was $9.08. Midwest has approximately 26.6 million shares outstanding, including shares subject to options, restricted share awards and outstanding warrants.

“This is a significant milestone for Midwest,” said Timothy E. Hoeksema, chairman and chief executive officer. “The agreement preserves the airline’s status as Milwaukee’s hometown airline and the popular Midwest Airlines brand for Midwest’s loyal customers and employees. TPG shares our commitment to quality and truly understands the value of a differentiated product. We’re looking forward to a long-term relationship with TPG, and benefiting from their strength and experience.”

Richard P. Schifter, partner, TPG Capital, added, “TPG is excited about the opportunity to invest in Midwest Airlines, which has managed to preserve a quality of service to its passengers rarely seen today. We look forward to working with management and its highly motivated workforce in driving growth and creating more value. We hope that our industry experience, together with an expanded alliance with Northwest Airlines, will lead to a bigger and better Midwest.”

The transaction is expected to be completed in the fourth quarter of 2007. All financing for the transaction is in the form of equity and has been committed. No debt financing is required. The transaction is subject to approval by Midwest’s shareholders, as well as other customary conditions, including anti-trust approvals.

The agreement with TPG came at the conclusion of a process in which TPG and AirTran were each asked to submit a “best and final” offer by noon Central time on August 16, 2007. At that time, TPG submitted its $17.00 per share proposal.
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