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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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FedEx to launch its $4.8 billion offer for TNT Express

FedEx Corporation (FedEx Express) (Memphis) and TNT Express (Amsterdam) have issued this joint statement:

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

Transaction highlights

  • The Offer is a public cash offer for all the issued and outstanding ordinary shares, including ordinary shares represented by American depositary shares of TNT Express, at an offer price of € 8.00 (cum dividend) per ordinary share.
  • The Executive Board and the Supervisory Board of TNT Express fully support and unanimously recommend the Offer to all shareholders for acceptance.
  • Positive advice and opinion has been obtained from, respectively, the Central Works Council and the European Works Council of TNT Express.
  • PostNL N.V., currently holding approximately 14.7% of the Shares, has irrevocably undertaken to tender its shares under the Offer.
  • The Acceptance Period commences on 24 August 2015 at 9:00 hours, Amsterdam time (3:00 hours, New York time), and ends on 30 October 2015 at 17:40 hours, Amsterdam time (11:40 hours, New York time), unless extended.
  • TNT Express will hold an extraordinary general meeting of shareholders at 9:00 hours, Amsterdam time, on 5 October 2015, during which, amongst other things, the Offer will be discussed.
  • The Offer is subject to the fulfilment of the Offer Conditions as set out in the Offer Document.
    The Offer is subject to a minimum acceptance level of 95% of the Shares. This level is lowered to 80% if the shareholders, at the EGM, vote in favour of inter alia the Asset Sale and Liquidation. As such, adopting the Asset Sale and Liquidation Resolutions would increase deal certainty.
  • The process of obtaining all necessary approvals and competition clearances is on track and evolving in line with the previously communicated timetable. The transaction presents a highly pro-competitive proposition for the provision of small package delivery services within and outside Europe that will benefit consumers and SMEs in Europe and beyond.
  • The Offer is expected to be completed in the first half of 2016.

FedEx Corporation logo

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).

TNT Express logo

“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 Offer

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

Supervisory Board

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.

Executive Board

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.

Integration committee

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.

Non-financial covenants

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.

Acceptance period

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.

Extension

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.

Settlement

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

  • The Asset Sale and Liquidation (as defined in the Offer Document) may only be implemented, to be decided by FedEx, if and after the Offer is declared unconditional, after the Post-Closing Acceptance Period and after completion of a Minority Exit Opportunity (as defined below).
  • The Asset Sale and Liquidation will not be implemented if the acceptance level of the Offer after the Post-Closing Acceptance Period is equal to or higher than 95%.
  • Before the Asset Sale and Liquidation will be implemented, the minority shareholders will be offered an exit for a consideration equal to the Offer Price, without interest and subject to withholding tax and other taxes (i.e. the Minority Exit Opportunity).
  • The Asset Sale and Liquidation structure (which, if approved, includes an acceptance level threshold of 80%) increases the likelihood of the Offer being declared unconditional. This, in turn, is beneficial to the continuity and enhances the business of TNT Express, and is therefore beneficial to its stakeholders, as it diminishes the uncertainty on whether or not the Combination will become effective.
  • Each of the Boards is of the opinion that it is their fiduciary duty to propose the Asset Sale and Liquidation to the shareholders as the Offeror’s willingness to pay the Offer Price and to pursue the Offer is predicated on the Offeror’s ability to integrate TNT Express within FedEx after completion of the Offer.
  • The Asset Sale and Liquidation will be proposed at the EGM by the Boards, but the shareholders must ultimately vote on whether or not to pass the Asset Sale and Liquidation Resolutions.
  • The Central Works Council has rendered positive advice and the European Works Council a positive opinion in respect of the Asset Sale and Liquidation as they see the merits of the Offer being successfully consummated.
  • Full transparency to the shareholders is important to each of the Boards, hence the detailed information in the Offer Document, the Position Statement and all other documentation in respect of the Asset Sale and Liquidation.
  • The Asset Sale and Liquidation would lead to minimal disruption to TNT Express’ business and operations.
  • The Boards have the right to re-evaluate the terms and conditions of the Asset Sale and Liquidation if fewer than 80% of the Shares are held by the Offeror and its Affiliates after the Post-Closing Acceptance Period, and in that event the Boards will not be obliged to cooperate with implementing the Asset Sale and Liquidation.
  • Transactions with a similar effect have been proposed/implemented in the past (among others Exact/Eiger, Corio/Klépierre, Ziggo/Liberty Global, DE Master Blenders 1753/JAB, Super de Boer/Jumbo and Crucell/Johnson & Johnson).

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:

  • Pursuant to the Asset Sale Agreement, the business of TNT Express would be transferred from TNT Express to the Offeror against payment by the Offeror to TNT Express of an amount equal to the Offer Price per Share multiplied by the total number of Shares issued and outstanding immediately prior to completion of such transaction.
  • Subsequently, TNT Express would be dissolved (ontbonden) and liquidated (vereffend). The liquidation of TNT Express, including one or more intended advance liquidation distributions, would result in the payment of an amount equal to the Offer Price per Share, without interest and subject to withholding and other taxes.

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).

Announcements

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 aircraft slide show: AG Airline Slide Show

TNT Airways (Belgium) aircraft slide show: AG Airline Slide Show

 

 

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.

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.

__________________________________________________________________
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:

  • 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

UPS to acquire TNT Express

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.

Competing Offer

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.

Indicative Timetable

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.

Advisors

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