FedEx Corporation is expected to cut upwards of 6,300 jobs in Europe as part of the TNT Express integration according to Bloomberg.
FedEx Corporation is expected to cut upwards of 6,300 jobs in Europe as part of the TNT Express integration according to Bloomberg.
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.
The FedEx Master Executive Council (MEC), the governing body of the FedEx Express (Memphis) unit of the Air Line Pilots Association, Int’l (ALPA), voted to approve the tentative contract agreement reached on August 19 with FedEx management.
The agreement now goes before more than 4,000 FedEx pilots eligible to vote in balloting that is scheduled to begin September 28, 2015, and close on October 20, 2015.
The new agreement provides across-the-board increases to hourly pay rates and new-hire compensation, a significant signing bonus that addresses the time elapsed since the agreement was amendable, retirement plan enhancements, and work-rule improvements. If ratified, the contract will go into effect November 2015 and would become amendable in 2021.
Copyright Photo: Ken Petersen/AirlinersGallery.com. Airbus A300B4-622R (F) N728FD (msn 581) climbs away from Raleigh-Durham International Airport (RDU).
This is a joint press release by FedEx Corporation, FedEx Acquisition B.V. and TNT Express N.V. pursuant to the provisions of Article 10, paragraph 3 and Article 18, paragraph 3 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft, the Decree) 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. Any offer will be made only by means of the Offer Document, which is available as of today. Terms not defined in this press release will have the meaning as set forth in the Offer Document.
Publication of Offer Document – Offer discussed at TNT Express EGM on 5 October 2015 – Acceptance Period ends 30 October 2015, unless extended
With the publication of the Offer Document today, and with reference to the joint press release of FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) on 7 April 2015, FedEx Acquisition B.V. (the Offeror) and TNT Express hereby jointly announce that the Offeror is making a public cash offer for all issued and outstanding ordinary shares in the capital of TNT Express (the Ordinary Shares), including Ordinary Shares represented by American Depositary Shares (the ADSs) (Ordinary Shares and ADSs are collectively referred to as the Shares and each a Share).
“This is an important transaction for FedEx, and the offer represents positive news for all stakeholders,” said David Binks, Regional President Europe, FedEx Express. “We believe the combination will provide significant value to both companies and both sets of shareholders. FedEx is delighted by the unanimous support from the Executive Board and the Supervisory Board.”
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Document dated 21 August 2015 (the Offer Document). Shareholders tendering their Ordinary Shares under the Offer will be paid in consideration for each Ordinary Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) for acceptance pursuant to the Offer prior to or on the Acceptance Closing Date (each a Tendered Share) an amount in cash of € 8.00 (eight euro) (the Offer Price). Shareholders tendering their ADSs under the Offer will be paid in consideration for each ADS validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) a cash amount equal to the U.S. dollar equivalent of the Offer Price, calculated by using the spot market exchange rate for the U.S. dollar against the euro published on Bloomberg at noon New York Time on the day immediately prior to the date on which funds are received by Citibank, N.A. (the ADS Tender Agent), in its capacity as ADS Tender Agent, to pay for the ADSs following the Unconditional Date upon the terms and subject to the conditions set out in the Offer Document.
The Offer Price includes any (interim) cash or share dividend or other distribution on the Shares that is or may be declared by TNT Express on or prior to the Settlement Date and the record date for such cash or share dividend or other distribution occurs on or prior to the Settlement Date. Consequently, if on or prior to the Settlement Date any cash or share dividend or other distribution is declared in respect of the Shares and the record date for such cash or share dividend or other distribution occurs on or prior to the Settlement Date, the Offer Price will be decreased by an amount per Share equal to any such cash or share dividend or other distribution per Share.
The Offer values 100% of the Shares at € 4.4 billion (USD 4.8 billion). FedEx has confirmed in a press release dated 13 May 2015 that it will be able to finance the aggregate consideration of the Offer.
Rationale for the Offer
By combining their businesses (the Combination), TNT Express and FedEx have the intention to create a leading global player in providing logistics, transportation, express delivery and related business services, drawing on the considerable strengths of both TNT Express and FedEx.
Key elements of the strategic rationale for, and the strength of, the Combination include:
the Combination’s customers would enjoy access to a considerably enhanced, integrated global network. This network would benefit from the combined strength of TNT Express’ strong European road platform and Liege hub and FedEx’s strength in other regions globally, including North America and Asia;
TNT Express’ customers would benefit from the Combination’s comprehensive transportation solutions, such as express, global freight forwarding, contract logistics and surface transportation capabilities;
FedEx would strengthen TNT Express with investment capacity, sector expertise and global scope;
the strong balance sheet of the Combination is expected to support deploying additional capital to TNT Express’ business and support the growth of (the business of) TNT Express;
a strong cultural fit, as both FedEx and TNT Express focus on customer service, operational excellence and good corporate citizenship; and
the Combination would offer exciting new prospects and career opportunities to FedEx and TNT Express employees as part of a global, growing and highly respected organisation.
Governance of TNT Express post completion
After successful completion of the Offer, the Supervisory Board will be composed of three new members selected by FedEx (being David Cunningham, Christine Richards and David Bronczek, who will act as chairman) and two persons qualifying as independent within the Dutch Corporate Governance Code (the Independent Members) (being Margot Scheltema and Shemaya Levy Chocron, both members of the current Supervisory Board). The Independent Members will continue to serve on the Supervisory Board for at least three years as of the commencement of the Offer. They will be charged particularly with monitoring the compliance with the non-financial covenants in relation to the Offer and will have certain veto rights with respect to the non-financial covenants and post-Offer restructuring that could lead to dilution or unequal treatment of minority shareholders.
As from the Settlement Date, David Binks, currently Regional President Europe, FedEx Express, will join the TNT Express Executive Board as Chief Executive Officer. Mark Allen, Senior Vice President – Legal International, FedEx Express, will then also join the Executive Board. Maarten de Vries will remain in office as Chief Financial Officer for a period of six months following the Settlement Date.
In good consultation, Tex Gunning, FedEx and the Supervisory Board of TNT Express, have mutually agreed that Mr. Gunning will resign as CEO and as member of the TNT Express Executive Board on the Settlement Date.
Both Mr. Gunning and Mr. De Vries will continue to serve on the integration committee for a period of six months following the Settlement Date.
In line with the remuneration policy of TNT Express as published in its Annual Report since 2003, both Mr. Gunning and Mr. De Vries will receive a change of control severance payment.
Mr. Gunning and Mr. De Vries will not receive a special bonus related to the Offer and/or the completion of it. The existing rights to performance shares of the members of the Executive Board, as published in TNT Express’ Annual Reports, are subject to a pro rata parte vesting and settlement with respect to rights granted in 2015. Rights granted in 2014 will vest and be settled in full. The statutory claw-back regulation will be applied. This will result in a deduction of the cash value of these performance shares. With regard to his transitional role as CFO and continued responsibility as Executive Board Member and member of the Integration Committee, Mr. De Vries will receive a one-time retention payment instead of his variable short- and long-term incentive for the six month period following Settlement Date. This one-time payment is subject to shareholder approval at the EGM.
The integration of the Combination will be the responsibility of FedEx and the Boards. In order to facilitate such integration, an integration committee will be established for a minimum period of two years as of the Settlement Date consisting of four members, two of which will be executives of TNT Express and two of which will be executives of FedEx. The chairman of the integration committee will be a FedEx representative and will have a casting vote. The integration committee will determine an integration plan and submit it to FedEx and the Boards, monitor its implementation and do all things necessary to assist and optimise the integration of the Combination.
The initial members of the integration committee will be Mr. Gunning, Mr. De Vries, Mr. Cunningham and Robert Henning. Mr. Gunning and Mr. De Vries have agreed to serve on the integration committee for a period of six months after the Settlement Date. When either Mr. Gunning or Mr. De Vries resigns from the integration committee, his seat will be taken up by another executive of TNT Express.
FedEx has provided certain non-financial covenants with regard to strategy, governance, employees and employee representation, organisation, the TNT Express brand, as well as other matters. The non-financial covenants are set out in detail in the Offer Document and will apply for three years following commencement of the Offer.
The Combination offers a unique opportunity to strengthen the resource base of both companies, thereby offering prospects for employees of the combined companies. FedEx has a long-standing history of developing leaders from within its organization, providing best-in-class training and development opportunities. FedEx will continue to respect existing work councils’, trade unions’ and employee rights and benefits (including pension rights).
The combined companies will cooperate to avoid any significant redundancies in the global or Dutch work forces. The combined companies will foster a culture of excellence, where qualified employees will be offered attractive training and national and international career progression based on available opportunities.
Recognizing the significant value of TNT Express’ operations, infrastructure, people and expertise in Europe, Amsterdam/Hoofddorp will become the European regional headquarters of the combined companies. Liege will be maintained as a significant operation for the group going forward. In addition, TNT Express’ operations as a European air carrier will be divested to address applicable airline ownership regulations. Where permitted by regulation, FedEx intends to transition TNT Express’ intercontinental air operations to FedEx.
FedEx will allow the combined companies to continue their leadership in sustainable development. The brand name of TNT Express will be maintained for an appropriate period. FedEx and TNT Express will ensure that the TNT Express group will remain prudently financed, including with respect to the level of debt, to safeguard business continuity and to support the success of the business.
Unanimous recommendation of the Executive Board and Supervisory Board of TNT Express
After having given due and careful consideration to the strategic rationale and the financial and social aspects and consequences of the proposed transactions, the Boards have reached the conclusion that the Offer, provides a fair price to its shareholders and the Offer, including the Asset Sale and Liquidation, is in the best interests of TNT Express and all its stakeholders. With reference to the Position Statement, the Boards fully support the Offer and the Asset Sale, unanimously recommend to the shareholders to accept the Offer and to tender their Shares pursuant to the Offer, and unanimously recommend voting in favour of all resolutions relating to the Offer and the Asset Sale and Liquidation that will be proposed at the EGM.
On 6 April 2015, Goldman Sachs International issued an opinion to the Boards and Lazard issued an opinion to the Supervisory Board, in each case as to the fairness, as of such date, and based upon and subject to the factors and assumptions set forth in each fairness opinion, that (i) the € 8.00 per Share in cash to be paid to the Shareholders pursuant to the Merger Protocol was fair from a financial point of view to the Shareholders, and (ii) the purchase price to be paid to TNT Express for the entire TNT Express business under the Asset Sale (as described below) was fair from a financial point of view to TNT Express. The full text of such fairness opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, are included in the Position Statement. The opinion of Goldman Sachs International and Lazard is not a recommendation as to whether or not any Shareholder should tender such Shares in connection with the Offer or any other matter.
Extraordinary general meeting of shareholders
TNT Express will hold an extraordinary general meeting of shareholders (the EGM) to discuss the Offer. The EGM will be held at the TNT Centre, Taurusavenue 111, 2132 LS Hoofddorp, the Netherlands at 9:00 hours, Amsterdam time, on 5 October 2015.
At the EGM, the Offer, among other matters, will be discussed in accordance with the Decree. In connection with the Offer, the shareholders are being asked to adopt resolutions to amend the articles of association of TNT Express and change the composition of the Executive Board and the Supervisory Board. At the EGM, the shareholders will also be asked to vote in favour of the Asset Sale and Liquidation Resolutions.
A position statement providing further information to the shareholders as required pursuant to Article 18, paragraph 2 of the Decree (the Position Statement), including the agenda for the EGM (and explanatory notes thereto), is made available by TNT Express as of today.
Central Works Council and European Works Council of TNT Express
The Central Works Council has given a positive advice and the European Works Council has given a positive opinion in respect of (i) the Offer and (ii) the Asset Sale and Liquidation, and Conversion (as defined in the Offer Document).
The secretariat of the Social Economic Council (Sociaal Economische Raad) and the relevant trade unions have also been notified of the Offer, in accordance with the Merger Code (SER Fusiegedragsregels 2000).
Competition clearances and indicative timetable
The Offer is conditional on obtaining competition approval from the relevant antitrust authorities in the EU, Brazil, China and, to the extent applicable, the United States of America.
FedEx and TNT Express are on track to obtain all necessary approvals and competition clearances. Based on the required steps and subject to the necessary approvals, FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016. The formal notification for EU competition clearance was filed on 26 June 2015. The European Commission has initiated a Phase II review in connection with the Offer and on 13 August 2015 announced on its website that it extended its deadline for the completion of its Phase II review by 20 working days to 13 January 2016. The Phase II review is the next step in the process where the European Commission conducts an in-depth analysis under the EU Merger Regulation before coming to a decision on whether to grant anti-trust approval. The transaction is also being reviewed by other antitrust agencies, including the Ministry of Commerce (MOFCOM) in China and Conselho Administrativo de Defesa Econômica (CADE) in Brazil. 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 US 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.
Irrevocable from PostNL N.V. and Mr. Vollebregt
PostNL, currently holding approximately 14.7% of the Shares, has irrevocably undertaken to tender all Shares currently held or to be acquired by it prior to the Acceptance Closing Date in the Offer under the same terms and conditions as stated in the Offer Document.
The irrevocable undertaking contains customary terms and conditions, including that the irrevocable undertaking shall terminate (as a consequence of which PostNL will not be obliged to tender its Shares and/or shall be entitled to withdraw its acceptance of the Offer) in the event inter alia a Superior Offer (as defined in the Offer Document) is made and FedEx has not made a Matched Offer (as defined in the Offer Document) and, as a consequence, the Boards have withdrawn or modified their recommendation. Mr. Vollebregt, currently holding 10,052 Shares, has irrevocably undertaken to tender all his Shares under the Offer, under the same terms and conditions as the other shareholders, subject to the condition that the Offer is made and the condition that the Boards continue to support and recommend the Offer.
Neither PostNL nor Mr. Vollebregt have received any information relevant for a shareholder in connection with the Offer that is not included in the Offer Document and will tender their Shares under the Offer, under the same terms and conditions as the other shareholders.
The Acceptance Period will commence at 9:00 hours, Amsterdam time (3:00 hours, New York time), on 24 August 2015 and will expire at 17:40 hours, Amsterdam time (11:40 hours, New York time) on 30 October 2015 (the Acceptance Closing Date), unless the Acceptance Period is extended, in which case the Acceptance Closing Date shall be the date on which the extended Acceptance Period expires. The Offeror has agreed that it will accept valid book entry tenders of ADSs up until 17:00 hours, New York time, on the Acceptance Closing Date.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender of Shares during the Acceptance Period in accordance with the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree. In case of extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Acceptance by shareholders
Shareholders who hold their Ordinary Shares through an institution admitted to Euronext Amsterdam (an Admitted Institution) are requested to make their acceptance known through their custodian, bank or stockbroker no later than 17:40 hours CET, on 30 October 2015, unless the Acceptance Period is extended. The custodian, bank or stockbroker may set an earlier deadline for communication by shareholders in order to permit the custodian, bank or stockbroker to communicate acceptances to ING Bank N.V. (the Settlement Agent) in a timely manner.
Admitted Institutions may tender Ordinary Shares for acceptance only to the Settlement Agent and only in writing. In submitting the acceptance, the Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Shares are being tendered in compliance with the restrictions set out in Section 2 (Restrictions) and Section 3 (Important Information) of the Offer Document and the securities and other applicable laws and/or regulations of the jurisdiction(s) to which such shareholder is subject, and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with the Tendered Shares, and (iii) they undertake to transfer (leveren) these Tendered Shares to the Offeror prior to or on the Settlement Date, provided the Offeror declares the Offer unconditional (gestand wordt gedaan).
Acceptance by holders of ADSs
Holders of ADSs in registered form, either in American depositary receipt (ADR) form or in uncertificated form through the Direct Registration System (a system administered by the DTC pursuant to which Citibank, N.A., the depositary for the ADSs (the U.S. Depositary), may register the ownership of uncertificated ADSs in its books), may accept the Offer and tender ADSs to the ADS Tender Agent by delivering to the ADS Tender Agent a properly completed and duly executed ADS Letter of Transmittal, with any applicable signature guarantees from an Eligible Institution, together with the ADRs representing the ADSs specified on the face of the ADS Letter of Transmittal, if applicable, prior to the Acceptance Closing Time.
Holders of ADSs in book-entry form, all of which are held through the facilities of the Depository Trust Company (DTC), must instruct the financial intermediary through which such shareholders own their ADSs to arrange for a DTC participant holding the ADSs in its DTC account to tender such ADSs to the DTC account of the ADS Tender Agent through the book-entry transfer facilities of DTC, together with an Agent’s Message, no later than 11:40 hours, New York time, on the Acceptance Closing Date. DTC has informed the Offeror that it can only cut off book-entry tenders at the end of a business day, New York time, and the Offeror has agreed that it will accept valid book-entry tenders of ADSs up until 17:00 hours, New York time, on the Acceptance Closing Date.
If the procedure for registered or book-entry tender cannot be completed on a timely basis, holders of ADSs may follow the guaranteed delivery procedures described in the Offer Document.
Declaring the Offer unconditional
The Offer is subject to the satisfaction of the offer conditions set out in Section 6.6 (Offer Conditions, waiver and satisfaction of the Offer) of the Offer Document (the Offer Conditions). The Offer Conditions may be waived, to the extent permitted by law or by agreement, as set out in Section 6.6 (Offer Conditions, waiver and satisfaction of the Offer) of the Offer Document. Extension of the Acceptance Period may in any event occur one time (extension for more than one period is subject to clearance of the Dutch Authority for the Financial Markets (the AFM), which will only be given in exceptional circumstances).
One of the Offer Conditions is a minimum acceptance level of 95% of Shares. This level is lowered to 80% if the shareholders, at the EGM, vote in favour of the Asset Sale and Liquidation, and Conversion.
No later than on the third Business Day following the Acceptance Closing Date, such date being the Unconditional Date, the Offeror will determine whether the Offer Conditions have been satisfied or are to be waived and announce whether (i) the Offer is declared unconditional, (ii) the Offer will be extended in accordance with Article 15 of the Decree, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been satisfied or waived, all in accordance with Section 6.6.2 (Waiver) and Section 6.6.3 (Satisfaction) of the Offer Document.
If one or more of the Offer Conditions is not satisfied or waived in accordance with Section 6.6.2 (Waiver) of the Offer Document before the end of the initial Acceptance Period, the Offeror shall extend the initial Acceptance Period once for a minimum period of two weeks and a maximum period of 10 weeks so that the Offer Conditions may be satisfied or, to the extent legally permitted, waived in accordance with Section 6.6.2 (Waiver) of the Offer Document.
In addition, the Acceptance Period may be further extended if the events referred to in article 15 paragraph 5 of the Decree occur. Further extensions are subject to clearance of the AFM. If the Offer Condition with respect to Competition Clearances is not satisfied or, to the extent legally permitted, waived in accordance with Section 6.6.2 (Waiver) of the Offer Document before the end of the (extended) Acceptance Period, the Offeror shall (subject to receipt of an exemption granted by the AFM) extend the Acceptance Period until such time as the Offeror and TNT Express reasonably believe is necessary to cause such Offer Condition to be satisfied.
In view of the extended deadline of the European Commission for the completion of its Phase II review to 13 January 2016, it seems likely that the Offeror will need to extend the Acceptance Period beyond an initial extension.
If the Offeror extends the Offer past the initial Acceptance Closing Time, all references in the Offer Document to the “Acceptance Closing Time”, “Acceptance Closing Date” or “17:40 hours CET, on 30 October 2015” or “11:40 hours New York Time, on 30 October 2015” shall, unless the context requires otherwise, be changed, as applicable, to the latest time and date to which the Offer has been so extended.
If the Acceptance Period is extended, so that the obligation pursuant to Article 16 of the Decree to announce whether the Offer is declared unconditional (gestand wordt gedaan) is postponed, a public announcement to that effect will be made ultimately on the third Business Day following the Acceptance Closing Date in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Decree. If the Offeror extends the Acceptance Period, the Offer will expire on the latest time and date to which the Offeror extends the Acceptance Period.
During an extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each shareholder to withdraw the Shares he or she has already tendered in accordance with Article 15, paragraph 3 of the Decree and subject to any withdrawal rights available pursuant to Article 5b, paragraph 5, Article 15, paragraph 8 and Article 15a, paragraph 3 of the Decree.
Post-Closing Acceptance Period
If and when the Offer is declared unconditional (gestand wordt gedaan), the Offeror will publicly announce, in accordance with Article 17 of the Decree, a Post-Closing Acceptance Period (as defined in the Offer Document) to enable shareholders that did not tender their Shares during the Acceptance Period to tender their Shares under the same terms and conditions applicable to the Offer.
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror will accept transfer (levering) of all Tendered Shares on the terms of the Offer and as soon as practically possible, but in any event on the Settlement Date, transfer the Offer Price in respect of each Tendered Share. The Settlement Date shall be no later than five Business Days after the Unconditional Date.
Asset Sale and Liquidation
As further described in the Offer Document, the Offeror and TNT Express have agreed in principle to certain arrangements to facilitate the Offeror acquiring 100% of the Shares and/or full ownership of TNT Express as soon as practically possible after completion of the Offer and upon the fulfilment of certain conditions. One of these arrangements is the Asset Sale and Liquidation.
In summary, the Asset Sale and Liquidation consists of the following steps:
If the Offeror elects to pursue the Asset Sale and Liquidation, a shareholder that did not tender its Shares under the Offer will receive an amount equal to the amount that it would have received had it tendered its Shares under the Offer. The withholding taxes and other taxes, if any, imposed on such shareholder may be different from, and greater than, the taxes imposed upon a shareholder that tenders its Shares under the Offer. Consequently, if the Asset Sale is pursued, the net amount received by a shareholder for Shares that are not tendered under the Offer (and who remains a shareholder up to and including the time of the Asset Sale and any subsequent liquidation) will depend upon such shareholder’s individual tax circumstances and the amount of any required withholding or other taxes. With respect to the Shareholder Distribution, Dutch dividend withholding tax will be due at a rate of 15% to the extent that Shareholder Distributions exceed the average paid-in capital of those Shares as recognised for purposes of Dutch dividend withholding tax.
The Asset Sale and Liquidation can only be implemented if after the Acceptance Period, the Post-Closing Acceptance Period, and completion of a Minority Exit Opportunity, a statutory buy-out procedure cannot be used.
The Boards unanimously recommend the shareholders to vote in favour of the Asset Sale and Liquidation Resolutions at the EGM. The motivation of the Boards is explained in detail in Section 9 of the Position Statement.
Liquidity, delisting and post-settlement restructuring and future legal structure
The acquisition of Shares by the Offeror pursuant to the Offer will reduce the number of shareholders, as well as the number of Shares that might otherwise be traded publicly.
Should the Offer be declared unconditional (gestand wordt gedaan), the Offeror intends to procure the delisting of the Shares on Euronext Amsterdam as soon as possible. This may further adversely affect the liquidity and market value of any Shares not tendered under the Offer. In addition, the Offeror may initiate any of the procedures set out in Section 6.16 (Post-Settlement Restructuring and future legal structure) of the Offer Document.
If the Offeror and/or its Affiliates acquire 95% or more of the Shares, the Offeror will be able to procure delisting of the Shares from Euronext Amsterdam in accordance with its policy rules. The listing of the Shares on Euronext Amsterdam can also be terminated after a successful Asset Sale followed by Liquidation (see Section 6.16.3 (Asset Sale and Liquidation) of the Offer Document) or Statutory Merger (see Section 6.16.5 (Statutory Merger) of the Offer Document).
Any further announcements in relation to the Offer will be issued by press release. Any joint press release issued by the Offeror and TNT Express will be made available on the websites of FedEx (http://investors.fedex.com) and TNT Express (www.tnt.com). Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Copyright Photo: Paul Bannwarth/AirlinersGallery.com. TNT Airways – The People Network (Austria) Boeing 737-4Y0 (F) OE-IAF (msn 25184) arrives at Basel/Mulhouse/Freiburg.
FedEx Express (Memphis) and its pilots, represented by the Air Line Pilots Association (ALPA), have reached a tentative agreement on a new contract. The tentative agreement is subject to a final ratification vote of its members. ALPA issued this statement:
On Wednesday, August 19, FedEx pilots, represented by the Air Line Pilots Association, Int’l (ALPA), reached a tentative agreement (TA) with FedEx management on an amended collective bargaining agreement. The parties have been actively negotiating since 2011. Discussions started in 2011 under a special interim discussions agreement that had originally been made by both parties to assist in narrowing the field of open items in order to conclude formal bargaining in a timely manner. Formal bargaining began in January 2013 when Section 6 openers were exchanged with management. On October 31, 2014, FedEx management filed for mediation with the National Mediation Board (NMB), and negotiations have been conducted under NMB guidance.
The new agreement is subject to review and finalization of contract language. Terms of the tentative agreement are not being released, as they first must be reviewed and approved by the FedEx ALPA Master Executive Council (MEC). If approved by the FedEx MEC leadership, the TA will be subject to a ratification vote of over 4,000 FedEx pilots. If ratified, the contract would become amendable in 2021.
Copyright Photo: Paul Ferry/AirlinersGallery.com. Boeing 757-236 (F) N915FD (msn 24120) departs from Luton Airport near London.
FedEx Corporation (FedEx Express) (Memphis) today (June 17) reported reported a fiscal fourth quarter net profit of $753 million or $2.66 per share, unchanged from $753 million or $2.54 per share for the same quarter a year ago.
Analysts on Wall Street had expected the company to report quarterly adjusted earnings per share of $2.68 per share with revenue of $12.31 billion, according to consensus estimates from Thomson Reuters and CNBC.
Without adjustments, FedEx reported a loss of $3.16 per diluted share ($895 million) for the fourth quarter compared to a profit of $2.62 per diluted share a year ago, and earnings of $3.65 per diluted share for the full fiscal year, compared to $7.48 per diluted share last year.
For the year, the company reported a net profit of $1.05 billion, or $3.65 per share. Revenue was reported as $47.45 billion.
Here is the report by the company:
FedEx Corporation reported adjusted earnings of $2.66 per diluted share for the fourth quarter ended May 31, compared to adjusted earnings of $2.54 per diluted share a year ago. For fiscal 2015, adjusted earnings were $8.95 per diluted share, compared to $7.05 per diluted share a year ago. Without adjustments, FedEx reported a loss of $3.16 per diluted share for the fourth quarter compared to a profit of $2.62 per diluted share a year ago, and earnings of $3.65 per diluted share for the full fiscal year, compared to $7.48 per diluted share last year.
Quarterly consolidated earnings have been adjusted for previously announced changes in pension accounting ($4.88 per diluted share), aircraft impairments ($0.62 per diluted share), a legal reserve increase ($0.47 per diluted share) and changes in segment reporting (favorable $0.15 per diluted share).
“Fiscal 2015 was a transformative year for FedEx with outstanding financial results driving expanded long-term value for shareowners,” said Frederick W. Smith, FedEx Corp. chairman, president and chief executive officer. “Significant acquisitions announced in the year promise to strengthen our portfolio of services and change what’s possible for customers. I am very proud of the FedEx team for its accomplishments and look forward to a successful fiscal 2016.”
Adjusted operating income improved 5% during the quarter, due to base yield growth in all three transportation segments, higher ground and U.S. domestic express volume, and benefits from profit improvement program initiatives. These improvements offset increased employee variable incentive compensation and unfavorable net impacts from fuel and weather.
For fiscal 2016, FedEx projects adjusted earnings to be $10.60 to $11.10 per diluted share before year-end mark-to-market pension accounting adjustments, driven by continued improvement in base pricing and benefits from our profit improvement program. The outlook assumes continued moderate economic growth and does not include any operating results or costs related to TNT Express.
Capital spending for fiscal 2016 is expected to be approximately $4.6 billion, which includes expansion of the FedEx Ground network and planned aircraft deliveries to support the FedEx Express fleet modernization program.
“Our operating performance significantly improved in fiscal 2015 as we focused on revenue quality and executed on our profit improvement program initiatives,” said Alan B. Graf, Jr., FedEx Corp. executive vice president and chief financial officer. “We expect strong earnings growth in fiscal 2016 as we continue to focus on improving performance and successfully executing our profit improvement initiatives.”
FedEx Express Segment
During the fourth quarter, FedEx Express permanently retired 15 aircraft and 21 related engines, and adjusted the retirement schedule of an additional 23 aircraft and 57 engines. These actions resulted in $276 million of impairment and related charges, of which $246 million was noncash. These charges are excluded from this year’s adjusted operating income and margin.
Revenue decreased 4% as lower fuel surcharges and unfavorable currency exchange rates more than offset base yield and volume growth. U.S. domestic package volume grew 2%, driven by a 3% increase in overnight box. U.S. domestic revenue per package declined 4%, with lower fuel surcharges offsetting improved base rates. International export volume was down 1%, as FedEx International Economy grew 3% while FedEx International Priority® declined 2%. International export revenue per package decreased 8%, as lower fuel surcharges and unfavorable currency exchange rates more than offset higher base rates.
Adjusted segment operating results improved due to higher base yield and U.S. domestic volume growth, the benefit from profit improvement program initiatives and lower international expenses due to currency exchange rates. These benefits were partially offset by an unfavorable net fuel impact, higher incentive compensation and a negative impact from weather.
Copyright Photo: Fred Freketic/AirlinersGallery.com. As previously reported, FedEx is permanently retiring early 15 aircraft, including three Airbus A300s, four Airbus A310-300s, one McDonnell Douglas MD-10-10 and seven McDonnell Douglas MD-11Fs. Updated McDonnell Douglas MD-10-10F (DC-10-10F) N385FE (msn 46619) is pictured in action at JFK International Airport in New York.
FedEx Corporation (FedEx Express) (Memphis) has announced it has permanently retired 15 aircraft and 21 related engines as it continues to rationalize capacity and modernize its aircraft fleet to more effectively serve FedEx Express customers.
The company continued;
The permanent retirement of aircraft and related engines includes:
Seven McDonnell MD-11F airframes and 12 related engines;
Three Airbus A300 airframes and three related engines;
Four Airbus A310-300 airframes and three related engines; and
One McDonnell Douglas MD10-10 airframe and three related engines.
The impact of retiring these aircraft, engines and related parts resulted in a non-cash impairment charge of $246 million recorded in May 2015.
FedEx has also adjusted the retirement schedule of an additional 23 airframes and 57 engines.
FedEx also recognized in May 2015 $30 million in cash charges associated with these actions.
These combined retirement changes will not have a material impact on near-term depreciation expense.
FedEx Express fleet as of February 28, 2015:
1 – February 28, 2015 Boeing 757 count includes 21 aircraft that are not currently in operation, 5 of which are in the modification process and 16 of which are awaiting modification.
2 – As of February 28, 2015 Boeing 767 count includes 3 aircraft that are not in operation and are in the modification process. As of February 28, 2015, FedEx is committed to purchase 44 B767Fs. Aircraft to be delivered statistics include certain lease additions and expirations.
3 – As of February 28, 2015, FedEx is committed to purchase 18 Boeing 777Fs.
Copyright Photo: Michael B. Ing/AirlinersGallery.com. Seven MD-11Fs were retired. McDonnell Douglas MD-11 (F) N595FE (msn 48553) climbs away from Anchorage.
FedEx Corporation (FedEx Express) (Memphis) has announced its intention to acquire its European rival TNT Express (TNT Airways) (Amsterdam) in an all-cash public offer with a stated public value of $4.8 billion. FedEx is offering a 33 percent premium in its price offering for the stock of TNT. The combined European headquarters will be Amsterdam. TNT’s Liege cargo hub will be maintained.
The two companies issued this joint statement:
FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) reached conditional agreement on recommended all-cash public offer of €8.00 per ordinary TNT Express share.
The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of €5.63 over the last 3 calendar months.
The transaction represents an implied equity value for TNT Express of €4.4 billion ($4.8 billion).
Transaction unanimously recommended and supported by TNT Express’ Executive Board and Supervisory Board.
High level of deal certainty.
PostNL N.V. has irrevocably confirmed to support the Offer and tender its 14.7% TNT Express shareholding.
Combination will transform FedEx’s European capabilities and accelerate global growth.
Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx’s strength in other regions globally, including North America and Asia.
FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
The parties have agreed to certain non-financial covenants including:
Existing employment terms of TNT Express will be respected.
The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp.
TNT Express hub in Liege will be maintained as a significant operation for the group going forward.
TNT Express’ airline operations will be divested, in compliance with applicable airline ownership regulations.
FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.
Top Copyright Photo: Paul Bannwarth/AirlinersGallery.com. FedEx Express Boeing 757-204 (F) N923FD (msn 26266) departs from EuroAirport serving Basel/Mulhouse/Freiburg.
Bottom Copyright Photo: Bernhard Ross/AirlinersGallery.com. TNT Airways Boeing 737-4M0 (F) OE-IAT (msn 29210) taxies to the runway at Frankfurt.
FedEx Corporation (FedEx Express) (Memphis) reported earnings of $2.01 per diluted share for the third quarter ended February 28, compared to $1.23 per share last year.
Third Quarter Results
FedEx Corp. reported the following consolidated results for the third quarter:
• Revenue of $11.7 billion, up 4% from $11.3 billion the previous year
• Operating income of $962 million, up 50% from $641 million last year
• Operating margin of 8.2%, up from 5.7% the previous year
• Net income of $580 million, up 53% from last year’s $378 million
Operating results improved due to volume and base yield growth in all three transportation segments, a significant net benefit from fuel, benefits from profit improvement program initiatives, a lower year-over-year weather impact and reduced pension expense. These improvements were partially offset by higher variable incentive compensation accruals.
Share repurchases had a $0.11 year-over-year positive impact on third quarter earnings per diluted share.
FedEx projects earnings to be $8.80 to $8.95 per diluted share for fiscal 2015. This outlook assumes continued moderate global economic growth. The capital spending forecast for fiscal 2015 remains $4.2 billion.
“We expect continued revenue and earnings growth this year, driven by ongoing improvements in all of our transportation segments,” said Alan B. Graf, Jr., FedEx Corp. executive vice president and chief financial officer. “Variable incentive compensation accruals will continue to increase as our financial performance improves, and we expect to deliver record fourth quarter and fiscal year earnings.”
FedEx Express Segment
For the third quarter, the FedEx Express segment reported:
• Revenue of $6.66 billion, compared to last year’s $6.67 billion
• Operating income of $384 million, up 129% from $168 million a year ago
• Operating margin of 5.8%, up from 2.5% the previous year
Revenue was essentially flat, as lower fuel surcharges and unfavorable currency exchange rates more than offset volume and base yield growth. U.S. domestic package volume grew by 4%, including 5% growth in overnight box. U.S. domestic revenue per package decreased 2% due to lower fuel surcharges, partially offset by higher base rates. FedEx International Economy volume grew 4%, while FedEx International Priority volume was flat. International export revenue per package decreased 4%, as lower fuel surcharges and unfavorable currency exchange rates were partially offset by favorable service mix and higher rates.
Operating results were higher as increased base revenue, a significant net benefit from fuel and a lower year-over-year weather impact all contributed to the quarter. In addition, the company continued to benefit from profit improvement program initiatives. Partially offsetting these favorable factors were increased variable incentive compensation accruals and aircraft maintenance expenses.
Copyright Photo: Michael B. Ing/AirlinersGallery.com. FedEx Express McDonnell Douglas MD-10-10F (DC-10-10F) N389FE (msn 46623) climbs away from Los Angeles International Airport.
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