Category Archives: TNT Airways

FedEx and TNT Express march towards their merger with no object from the European Commission

FedEx Corporation logo

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:

TNT logo

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.

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TNT Express stockholders approve the FedEx offer to acquire TNT

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 logo

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:

  • Conditional Asset Sale and Liquidation
  • Conditional amendment of TNT Express’ articles of association as per the Settlement Date
  • Conditional conversion of TNT Express in a B.V. and amendment of the Articles of Association as per the date of delisting from Euronext Amsterdam and pursuant to the conversion
  • Conditional appointment of Mr. D. Cunningham as member of the Supervisory Board as per the Settlement Date
  • Conditional appointment of Ms. C.P. Richards as member of the Supervisory Board as per the Settlement Date
  • Conditional appointment of Mr. D. Bronczek as member of the Supervisory Board as per the Settlement Date
  • Conditional appointment of Mr. D. Binks as member of the Executive Board as per the Settlement Date
  • Conditional appointment of Mr. M. Allen as member of the Executive Board as per the Settlement Date
  • Conditional amendment of the 2014 remuneration policy of the Executive Board to make changes to the remuneration of Mr. De Vries as per the Settlement Date
  • Conditional granting of full and final discharge from liability to all members of the Supervisory Board for their functioning until the date of the EGM, as per the Settlement Date: Mr A. Burgmans, Mr. S. Levy, Ms. M.E. Harris, Mr. R. King, Ms. M.A. Scheltema and Mr. S.S. Vollebregt
  • Conditional granting of full and final discharge from liability to all members of the Executive Board for their functioning until the date of the EGM, as per the Settlement Date: Mr L.W. Gunning and Mr. M.J. de Vries

As a result, FedEx Corporation issued this statement:

FedEx Corporation logo

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.

European Commission logo

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 Airways aircraft slide show: AG Airline Slide Show

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TNT Express to cut 4,000 jobs and will focus on Europe

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.

TNT: AG Slide Show

UPS to drop its bid to acquire TNT Express due to expected EC disapproval

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).

UPS: AG Slide Show

TNT: AG Slide Show

Bottom Copyright Photo: Rainer Bexten. Southern Air’s Boeing 777-FHT N778SA (msn 39286) arrives at the Liege, Belgium sorting facility.

UPS and TNT Express send their merger “remedies” paperwork to the European Commission

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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.

UPS-United Parcel Service: AG Slide Show

TNT Airways: AG Slide Show

TNT Express conditionally sells TNT Airways and Pan Air Lines Aereas to the ASL Aviation Group

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 [1].

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 Airways: 

TNT Express improves, is now in the black in the first quarter

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:

  • Timetable for completion of proposed UPS offer proceeding as previously indicated
  • Reported revenues €1,819m (+1.3%); adjusted revenues (at constant FX) €1,780m (-0.9%)
  • Reported operating income €37m (1Q11: €(79)m); adjusted operating income (at constant FX and excluding one-offs) €34m (1Q11: €50m)
  • Net cash from operating activities €(2)m, net cash used in investing activities €13m and net debt €36m (4Q11: €7m net debt)
  • Indirect cost savings programme launched in May 2011 on track
  • Timing of implementation of certain long-term projects that are part of 2012-2013 fixed-cost savings programme temporarily adjusted in light of the proposed UPS offer

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.

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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.”

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2012 outlook and aims:

  • Mixed economic conditions in Europe and lower Asia-Europe trading volumes expected to persist
  • In Europe & MEA, indirect and fixed cost reduction programmes and commercial initiatives in place to alleviate negative impact trading conditions
  • Asia Pacific 1Q12 trends expected to continue; exposure to fixed intercontinental air capacity has been reduced as of 2Q12, with further reductions being investigated
  • Americas to benefit from better results in Brazil
  • Indirect cost savings programme launched in May 2011 to be completed this year
  • Timing of implementation of certain long-term projects that are part of 2012-2013 fixed-cost savings programme temporarily adjusted in light of the proposed UPS offer
  • Capital expenditures and working capital targets in line with medium-term aims

Medium-term outlook and aims:

  • EMEA revenue to grow organically and through new initiatives in adjacent market segments, with an operating margin increasing to 10-11%, assuming normal economic conditions
  • Positive contributions from other operating segments
  • Capital expenditure of around 3% of total revenue and trade working capital around 10% of total revenue
  • Effective tax rate trending towards 31-33%

Copyright Photo: Michael B. Ing.

TNT Airways Slide Show: CLICK HERE