New video from JustPlanes.
JustPlanes in the cockpit of the TNT Boeing 777-200 from Hong Kong to Liege Belgium with a stop at Dubai. Seen here if the flight preparation, taxi and takeoff from Dubai International Airport.
New video from JustPlanes.
JustPlanes in the cockpit of the TNT Boeing 777-200 from Hong Kong to Liege Belgium with a stop at Dubai. Seen here if the flight preparation, taxi and takeoff from Dubai International Airport.
FedEx Corporation (Memphis) and TNT Express N.V. (Hoofddorp, Netherlands) have jointly issued this statement concerning the on-going acquisition by FedEx of TNT stock:
This is a joint press release by FedEx Corporation, FedEx Acquisition B.V. and TNT Express N.V. pursuant to the provisions of Article 5:25i paragraph 2 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht) and Article 4 paragraph 3, of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the recommended public offer by FedEx Acquisition B.V. for all the issued and outstanding ordinary shares in the capital of TNT Express N.V., including all American depositary shares representing ordinary shares. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in TNT Express N.V. The Offer is made solely pursuant to the offer document, dated August 21, 2015 (the Offer Document), approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). Terms not defined in this press release will have the meaning as set forth in the Offer Document.
FedEx Corporation (FedEx), FedEx Acquisition B.V. (the Offeror) and TNT Express N.V. (TNT Express) hereby jointly confirm in response to recent media coverage, that to date they have not received a Statement of Objections from the European Commission. The internal deadline of the European Commission for issuing a Statement of Objections would have expired on October 23, 2015, but FedEx and TNT have been informed by the European Commission that no Statement of Objections will be issued. FedEx and TNT continue to expect that the Offer will close in the first half of calendar year 2016.
TNT Express (TNT Express N.V.) (TNT Airways) (Hoofddorp, Netherlands) stockholders today (October 5) approved the acquisition offer of FedEx Corporation (FedEx Express) (Memphis). The company issued this statement:
TNT Express N.V. (“TNT Express”) announces that the Extraordinary General Meeting of Shareholders (“EGM”) was held today, as per the agenda dated August 21, 2015.
At the EGM, the shareholders discussed the recommended public offer by FedEx Acquisition B.V., an indirect wholly-owned subsidiary of FedEx Corporation, for all issued and outstanding ordinary shares including ordinary shares represented by American depositary shares of TNT Express. The Executive Board and Supervisory Board of TNT Express restated their support and recommendation for FedEx’s offer, which is set to provide compelling benefits and opportunities to TNT’s customers, employees and shareholders. Accordingly, the Boards recommended to shareholders to tender their shares pursuant to the offer.
Furthermore, the general meeting resolved to adopt the following resolutions:
As a result, FedEx Corporation issued this statement:
FedEx Corporation has taken note of TNT Express N.V.’s (TNT Express) press release in relation to the Extraordinary General Meeting that took place today (the EGM) confirming that the shareholders of TNT Express approved all of the resolutions on the agenda. This release is made in connection with the recommended public offer by FedEx Acquisition B.V. (the Offeror) for all of the issued and outstanding ordinary shares in the capital of TNT Express, including all ordinary shares represented by American depositary shares (the Offer), as more fully described in the Offer Document.
“We appreciate that the shareholders of TNT Express approved the resolutions of TNT Express’ Extraordinary General Meeting,” said David Binks, Regional President Europe, FedEx Express. “We believe the combination of these two great companies will provide significant value to the employees, customers and shareowners of both TNT Express and FedEx, and we continue to work constructively with the regulatory authorities around the world to obtain clearance of the acquisition.”
EGM Resolutions and Offer Period
The Asset Sale and Liquidation Resolutions, the Conversion Resolution and the Governance Resolutions are conditional on the Offer being declared unconditional and the Settlement thereof. The Asset Sale and Liquidation Resolutions are also conditional upon the number of Shares tendered under the Offer, together with those Shares held by or committed to the Offeror or its affiliates and the Shares to which the Offeror or its affiliates are entitled, being less than 95% but at least 80% of TNT Express’ aggregate issued and outstanding ordinary share capital.
As a result of the Asset Sale and Liquidation Resolutions and the Conversion Resolution having been adopted, under the terms and subject to the conditions of the Offer, the minimum acceptance condition of the Offer will be 80% (and not 95%) of TNT’s aggregate issued and outstanding ordinary share capital, on a fully diluted basis, as of the time and date on which the Offer expires.
As previously announced, the Acceptance Period under the Offer is currently scheduled to expire at 17:40 hours CET (11:40 a.m. New York time) on October 30, 2015, unless extended in accordance with the terms of the Offer. FedEx and TNT Express are on track to obtain all necessary approvals and competition clearances.
The Combination presents a highly pro-competitive proposition for the provision of small package delivery services within and outside Europe. The networks of TNT Express and FedEx are largely complementary, given that FedEx’s strength is providing U.S. domestic and extra-EEA international services, while TNT Express’ focus is on providing intra-European services. The Combination would allow the parties to sell a more competitive e-commerce offering in the market, which should benefit consumers and SMEs in Europe and beyond. Based on the required steps and procedures in Europe, Brazil, China and other jurisdictions around the world, however, some of the approvals and competition clearances could be received after October 30, 2015. This would cause the Acceptance Period to be extended. In accordance with the terms and conditions in the Offer Document, the Offeror will announce any such extension by press release no later than three Dutch business days following the expiry of the current Acceptance Period.
In April 2015, FedEx announced its intention to buy TNT Express for €4.4 billion ($4.8 billion; £3.2 billion), as it looks to expand its operations in Europe. The European Commission launched its investigation into the planned acquisition on July 31, 2015. The EC will decide by December 7, 2015.
Copyright Photo: Paul Denton/AirlinersGallery.com. TNT Airways Boeing 777-FHT OO-TSB (msn 39266) approaches the runway at Dubai.
TNT Express (Hoofddorp), the parent of TNT Airways (Liege), announced today an extensive reorganization plan to go it alone after its takeover by UPS was rejected by the European Commission. The downsizing will result in a loss of 4,000 jobs as it will now concentrate on serving mainly its European routes. The struggling company needs to save approximately $286 million by 2015.
Read the analysis by Reuters: CLICK HERE
Read the official statement by the company: CLICK HERE
Copyright Photo: Ole Simon. Some of the long-range aircraft are likely to be dropped from the fleet with this downsizing. Operated by Southern Air for TNT Airways, Boeing 777-FHT N778SA (msn 39286) prepares to touch down at Dubai International Airport.
United Parcel Service Inc (UPS) (UPS Airlines) (Atlanta and Louisville) will drop its bid to acquire TNT Express N.V. (Hoofddorp) because it now expects the European Commission (EC) to deny the acquisition.
On March 19, 2012, UPS announced its intention to acquire TNT Express for $6.7 billion. On September 5, 2012, UPS announced it expected to close the deal in early 2013 subject to EC approval.
UPS will pay TNT a termination fee in the amount of EUR 200 million.
TNT Airways (Liege) is a subsidiary of TNT Express. TNT is now expected to remain independent.
UPS issued the following statement:
United Parcel Service, Inc. announced today (January 14) the European Commission (EC) has informed UPS and TNT Express that it is working on a decision to prohibit the proposed acquisition of TNT Express.
UPS submitted an initial remedies proposal on November 29, 2012 and subsequently revised the proposal twice. UPS began the competitive review process with the EC in March 2012.
Scott Davis, UPS Chairman and CEO said, “We are extremely disappointed with the EC’s position. We proposed significant and tangible remedies designed to address the EC’s concerns with the transaction. The combined company would have been transformative for the logistics industry, bringing meaningful benefits to consumers and customers around the world, while supporting growth in Europe in particular.”
Upon prohibition by the EC, the Offer Condition relating to EU Competition Clearance will not be fulfilled and UPS will pay TNT a termination fee in the amount of EUR 200 million and will withdraw the Offer.
Further announcements will be made once the European Commission has issued its formal decision. The decision is expected to be adopted formally in the coming weeks.
Top Copyright Photo: Michael B. Ing. Boeing 747-44AF N572UP (msn 35669) climbs away from Anchorage International Airport (ANC).
Bottom Copyright Photo: Rainer Bexten. Southern Air’s Boeing 777-FHT N778SA (msn 39286) arrives at the Liege, Belgium sorting facility.
United Parcel Service, Inc. (Atlanta and Louisville) and TNT Express N.V. (Hoofddorp) (TNT Airways) have announced, in line with Dutch disclosure requirements, that remedies have been submitted to obtain competition clearance from the European Commission (EC) for the acquisition of TNT Express by UPS. The offer of remedies does not change the terms and conditions of the Offer by UPS for TNT Express.
The proposed remedies aim to address the EC’s concerns regarding the competitive effects of the intended merger on the international express small package market in Europe. UPS and TNT Express continue to be fully committed to the merger and are working closely with the EC in order to gain competition clearance allowing completion of the transaction in early 2013. As part of the approval process, the EC will market-test the remedies on a confidential basis.
The proposed remedies comprise the sale of business activities and assets in combination with granting access to air capabilities. Eligible buyers of these activities will have to ensure the long-term viability of the divested activities and continuity of customer service.
No further details of the confidential discussions or proposed remedies will be revealed at this stage. The discussions are ongoing, which means that the offered remedies may be subject to change.
UPS and TNT Express believe their merger will help create a more efficient logistics market, thereby improving the competitiveness of Europe and the solutions offered to businesses and consumers. Customers and consumers will benefit from a broader portfolio of services and better global access, along with lower supply-chain costs overall and improved service levels in terms of timing and reliability.
UPS and TNT Express value their employees highly. Both UPS and TNT Express will follow the required consultation and advice procedures with their works councils with regard to these remedies.
In accordance with EU Merger Regulation, the timing of the remedies submission extends the EC’s review period by 15 business days to February 5, 2013.
Copyright Photo: Michael B. Ing. UPS’ Boeing 747-44AF N571UP (msn 35668) climbs away from Anchorage International Airport.
TNT Express N.V. (Hoofddorp) has announced the conditional sale of 100% of the equity interest in its subsidiary TNT Airways SA (TAY) (Liege) and Pan Air Lineas Aereas SA (PNR) (Madrid) to ASL Aviation Group Limited (Dublin). The transfer is conditional on and will become effective immediately prior to completion of the proposed UPS-TNT Express merger.
This change of ownership and control will ensure service continuity of the TNT Express operations after the completion of the proposed merger, in compliance with EU airline ownership and control rules .
ASL Aviation Group is an established European group of aviation companies, which currently includes three airlines (including Air Contractors), two support services companies and various leasing entities. ASL Aviation Group holds a European air operator license and operates and owns a fleet of about 90 aircraft in use for freight and passenger services. ASL Aviation Group employs close to 1,200 personnel and generated revenues of around €410 million in 2011. ASL Aviation Group is owned by Compagnie Maritime Belge N.V. (51%) and 3P Air Freighters Ltd (49%).
ASL Aviation Group will take over all flights performed by TNT Express’ airlines. ASL Aviation Group has entered into a service contract that will maintain service continuity. ASL Aviation Group will become a key third-party provider of the combined UPS-TNT Express group and will be invited to bid for all of the combined group’s outsourced air business in Europe when this becomes open to tender. Alongside its commercial agreement with UPS-TNT Express, ASL Aviation Group expects to develop further its third-party airline and maintenance businesses.
Almost all employees of the airlines will stay with the airlines except for a small number of employees who will transfer to the TNT Express’ Liège hub due to the nature of their work. As part of the transaction, ASL Aviation Group has committed to comply with applicable laws and regulations to respect all individual employee rights, covenants and benefits as exist under current ownership.
TNT Express does not expect the airlines ownership transfer to impact activities at TNT Express’ hub in Liège for at least one year following completion of the proposed UPS-TNT Express merger. Further, ASL Aviation Group intends to maintain the TNT Airways headquarters in Liège. UPS recognizes the significant value of TNT Express’ operations, assets and people in Liège and will develop longer-term plans for the hub, with involvement of employees’ representatives, the Walloon Region and Liège Airport.
Copyright Photo: Pedro Baptista/Flyingphotos. Boeing 737-45D OO-TNP (msn 27256) of TNT Airways completes its final approach into Lisbon.
TNT Express (TNT Airways) (Hoofddorp), which is being acquired by UPS-United Parcel Service (Atlanta), improved with its financial results in the first quarter. The company reported an operating profit of $48.2 million in the first quarter versus an operating loss of $102.9 million in the same period a year ago.
Highlights and comments as reported by the company:
In 1Q12, TNT Express experienced mixed economic conditions in Europe and slowing Asia-Europe trading volumes. Europe & MEA was affected by negative price and product mix developments. Results in Asia-Pacific, while under pressure because of weakness out of Asia, benefited from the strong performance of the Australian operations and cost reductions. China Domestic performed according to plan. Americas saw improved performance from Brazil. Non-allocated costs were lower.
Commenting on the results, Marie-Christine Lombard, CEO said:
“As announced at the beginning of the year, the first quarter of 2012 has been challenging, given the ongoing sluggish business environment. In Europe, cost savings and commercial initiatives are being pursued to mitigate revenue pressure. Profitability in Asia-Pacific improved, despite weak intercontinental demand. Americas also improved, with better results in Brazil. In parallel, we are supporting progress towards completion of the proposed offer by UPS. We anticipate discussing the proposed offer with our shareholders during an Extraordinary Shareholders Meeting to be held in 3Q12.”
2012 outlook and aims:
Medium-term outlook and aims:
Copyright Photo: Michael B. Ing.
TNT Airways Slide Show: CLICK HERE
United Parcel Service (Atlanta and Louisville) and TNT Express (Hoofddorp, Netherlands) have reached an agreement for UPS to acquire TNT for an all-cash public offer of €9.50 per ordinary TNT Express share.
Here is the statement:
“The offer price of €9.50 (including any dividend or other distribution other than the financial year 2011 final dividend payment not exceeding €0.004 per share) represents a 53.7% premium to TNT Express’ unaffected share price on February 16, 2012 of €6.18, the day before TNT Express and UPS announced their ongoing discussions. The Offer values the issued and outstanding share capital of TNT Express at €5.16 billion ($6.77 billion).
The combination of UPS and TNT Express will create a global leader in the logistics industry, with annual revenues of more than €45 billion ($60 billion) and will deliver significant benefits for the shareowners, customers, employees and other stakeholders of both companies.
Together, UPS and TNT Express will offer customers an enhanced, integrated global network that will provide greatly enhanced service to customers throughout the world. In addition, the two companies are a strong cultural fit given their intense focus on customer service, operational excellence, employee engagement and good corporate citizenship.
The proposed transaction will accelerate UPS’s growth strategy and increase its geographic diversity and ability to provide customers comprehensive solutions. UPS currently estimates annual run-rate pre-tax cost synergies of approximately €400 to €550 million ($525 to $725 million) a year, achieved by the end of the fourth year after closing. UPS believes that the cumulative pre-tax implementation costs related to achieving these synergies will be approximately €1 billion ($1.31 billion) over the four-year integration period.
UPS and TNT Express believe this transaction will significantly enhance their ability to serve their customers’ complex global logistics needs. Following the transaction, around 36% of the combined group’s revenues will be generated outside the United States, up from 26% today at UPS. The combination underlines UPS’s long-standing commitment to Europe, where it has maintained a presence since 1976, by strengthening its product capabilities through the addition of TNT Express’ leading Intra-Europe road freight network. The combination also enhances UPS’s existing position in fast growing regions such as Asia-Pacific and Latin America.
Service lies at the heart of this proposed transaction. With a combined network and enhanced IT platforms, customers will have access to deeper product capabilities and broader reach through the expanded geographies served, giving them more choice and flexibility to support the growth and globalization of their businesses. The combination also will offer employees greater opportunities to be part of a global, growing and respected business.
Unanimous Support from Executive and Supervisory Boards of TNT Express
After careful consideration of all of TNT Express’ strategic alternatives, the Executive and Supervisory Boards of TNT Express believe this transaction is in the best interests of the company and its stakeholders and intend to support and unanimously recommend the Offer for acceptance to TNT Express’ shareholders. Goldman Sachs International has issued a fairness opinion to the Supervisory and Executive Boards of TNT Express and Lazard B.V. has issued a fairness opinion to the Supervisory Board, in each case to the effect that, as of today, the offer price is fair to the TNT Express shareholders from a financial point of view.
Irrevocable from PostNL
PostNL N.V., holder of approximately 29.8% of the outstanding shares of TNT Express, has committed itself to tender its shares under the offer if and when made. The irrevocable contains certain customary undertakings and conditions.
Corporate Governance and Integration
UPS recognizes that TNT Express’ employees will play a pivotal role in the success of the combined entity and they will be treated accordingly. All employee rights, covenants, and benefits under current ownership will be respected. As a result of the proposed transaction, the employees of the combined group will have broader career opportunities based on our future growth expectations.
UPS has a long-standing history of developing people through its promotion from within philosophy, giving employees the opportunity to hold positions at the highest levels of the company. Additionally, UPS and TNT Express share a common business culture and believe that a combination of the businesses will prove attractive to employees. Throughout integration, the selection and appointment of staff for any function within the newly combined entity, will be subject to applicable laws, and be based on the “best person for the job” principle. In case of potential consequences for employees of the combination, the principle of fairness will be applied as to the impact of redundancies on TNT Express and UPS staff.
UPS spent considerable time evaluating potential integration opportunities as it evaluated this transaction. In the coming months, UPS and TNT Express will work together through the establishment of an Integration Committee to develop plans to combine both companies’ strong networks and customer relationships while maintaining the same level of quality and service associated with both companies. UPS is committed to maintaining an ongoing dialogue with, and to closely involve, employee representatives in line with legal requirements and UPS and TNT Express’ leading employment practices.
UPS recognizes the expertise of TNT Express’ leading road freight network in Europe. It also appreciates the leading role that the road freight management will occupy in the combined group. UPS undertakes to create a meaningful center of excellence for marketing, sales, and operations in The Netherlands. UPS recognizes the significant value of TNT Express’ operations, assets and people in Liège and will seek to continue the future utilization of these operations, assets and people within the combined group.
TNT Nederland B.V. will maintain the mitigated structure regime. After successful completion of the Offer, the Supervisory Board of TNT Express will be composed of at least three members identified by UPS and two members of the current Supervisory Board of TNT Express, namely Shemaya Levy and Margot Scheltema. These two members will function as independent Supervisory Directors within the meaning of the Dutch Corporate Governance Code and shall continue to serve on the Supervisory Board until the third anniversary of the settlement date.
Financing of the Offer
The Offer values 100% of the issued and outstanding share capital at €5.16 billion. UPS intends to finance the Offer by utilizing $3 billion in existing cash on balance sheet and through new debt arrangements. UPS will make a timely certain funds announcement as required by Section 7 Paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft). UPS has a strong financial position and remains committed to maintaining a strong balance sheet.
Pre-Offer and Offer Conditions
The commencement of the Offer is subject to the satisfaction or waiver of the following pre-offer conditions: (i) no material adverse effect having occurred, (ii) no breach of the merger protocol having occurred, (iii) approval of the offer memorandum by the AFM, (iv) no revocation of the recommendation by TNT Express’ Executive Board and Supervisory Board, (v) Stichting Continuïteit TNT Express not having exercised its call option right to have protective preference shares issued to it, (vi) no notification having been received from the AFM that preparations of the offer are in breach of the offer rules and (vii) no order, stay judgment or decree having been issued prohibiting the transaction.
If and when made, the consummation of the Offer will be subject to the satisfaction or waiver of the following offer conditions: (i) a minimum acceptance of 80% of the TNT Express ordinary shares on a fully diluted basis, (ii) relevant competition clearances for the Offer having been obtained, (iii) no material adverse effect having occurred, (iv) no breach of the merger protocol having occurred, (v) no revocation of the recommendations by TNT Express’ Executive Board and Supervisory Board (vi) Stichting Continuïteit TNT Express not having exercised its call option right to have protective preference shares issued to it and having agreed to terminate its call option subject to the Offer being declared unconditional, (vii) no notification having been received from the AFM that preparations of the Offer are in breach of the offer rules and (viii) no order, stay judgment or decree having been issued prohibiting the transaction.
UPS and TNT Express have done extensive preparatory work on the required competition filings. UPS is confident that it will secure all relevant competition approvals.
On termination of the Merger Protocol because of the competition offer condition not being satisfied or waived, UPS will forfeit a termination fee to TNT Express equal to €200 million.
UPS and TNT Express may terminate the merger protocol in the event that a bona fide third-party offeror makes an offer which is binding upon such party, exceeds the Offer Price by at least 8% and is considered by the Executive and Supervisory board of TNT Express to be substantially more beneficial to TNT Express. In the event of a competing offer, UPS will be given the opportunity to match such offer, in which case the merger protocol may not be terminated by TNT Express. TNT Express has entered into customary undertakings not to solicit offers from third parties.
On termination of the Merger Protocol on account of a competing offer, TNT Express will forfeit a termination fee to UPS equal to €50 million.
UPS and TNT Express will seek to obtain all the necessary approvals and competition clearances as soon as practicable. The required advice and consultation procedures with TNT Express’ Central Works Council, European Works Council and unions will be commenced immediately. The cooperation of TNT Express is conditional upon Central Works Council advice.
It is UPS’s intention to submit a request for approval of its offer document to the AFM within 8 weeks from today and to publish the offer memorandum during Q2 2012 in accordance with the applicable statutory timetable. TNT Express will hold an informative Extraordinary General Meeting (EGM) at least 6 business days before closing of the offer period in accordance with Section 18 Paragraph 1 of the Decree.
Morgan Stanley, UBS and Bank of America Merrill Lynch are acting as financial advisors to UPS; Goldman Sachs is acting as financial advisor to TNT Express and Lazard is acting as financial advisor to the Supervisory Board of TNT Express.
Freshfields Bruckhaus Deringer is acting as legal counsel to UPS; Allen & Overy is acting as legal counsel to TNT Express.”
TNT Express (NYSE Euronext: TNTE) is one of the world’s largest express delivery companies. On a daily basis, TNT Express delivers close to 1 million consignments ranging from documents and parcels to palletized freight. The company operates road and air transportation networks in Europe, the Middle East and Africa, Asia-Pacific and the Americas. It employs 77,000 people and runs a fleet of 30,000 road vehicles and 46 aircraft. TNT Express had revenues of €7.25 billion ($9.51 billion) in 2011.
Copyright Photo: Karl Cornil.
TNT Slide Show: CLICK HERE
UPS Slide Show: CLICK HERE
UPS-United Parcel Service (Atlanta and Louisville) may be getting closer to acquiring TNT Express. Both companies were due to update the market today but any deal will probably be announced after today according to this report by Reuters.
All concerned parties, including the unions, are being consulted. TNT’s performance is a concern for UPS.
Read the full report: CLICK HERE
TNT Express N.V. (Hoofddorp, Netherlands) is an international express and cargo delivery services company that competes against UPS and FedEx. The company has fully-owned operations in 65 countries and delivers documents, parcels and freight to over 200 countries.
Formerly an operating division of TNT N.V., TNT Express was demerged from its parent company on May 26, 2011. TNT N.V. has subsequently been renamed as PostNL.
TNT Express aircraft operate under the IATA code of TAY of TNT Airways.
Copyright Photo: Ton Jochems.
TNT Slide Show: CLICK HERE