- Results as of Acceptance Period
close on 13 May 2016
- Offeror will announce no later than
19 May 2016 whether it declares the Offer unconditional
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, the
Decree) in connection with the recommended public offer by
FedEx Acquisition B.V. for all the issued and outstanding ordinary
shares in the share capital of TNT Express N.V., including all
American depositary shares representing ordinary shares (the
Offer). 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) (the AFM).
Terms not defined in this press release will have the meaning as
set forth in the Offer Document.
This Smart News Release features multimedia.
View the full release here:
http://www.businesswire.com/news/home/20160513005902/en/
FedEx Corporation (FedEx) (NYSE: FDX), FedEx Acquisition
B.V. (the Offeror) and TNT Express N.V. (TNT Express)
jointly announce that after the expiry today at 17:40 hours
Amsterdam time of the Acceptance Period and after the expiry of the
period for tendering book-entry ADSs at 17:00 hours New York Time
of the Offeror’s recommended all-cash public offer for all the
issued and outstanding ordinary shares of TNT Express (the
Shares), 88.4% of the total number of shares have been tendered
for acceptance.
In accordance with Section 16, paragraph 1 of the Decree and
Section 5.5 of the Offer Document, the Offeror will announce
whether it declares the Offer unconditional no later than Thursday,
19 May 2016.
Further information
This announcement contains selected, condensed information
regarding the Offer and does not replace the Offer Document and/or
the Position Statement. The information in this announcement is not
complete and additional information is contained in the Offer
Document and the Position Statement.
Digital copies of the Offer Document are available on the
website of TNT Express at
http://www.tnt.com/corporate/en/site/home/investors/fedex_offer.html
and on the website of FedEx at http://investors.fedex.com. Such
websites do not constitute a part of, and are not included or
referred to in, the Offer Document. Copies of the Offer Document
are also available free of charge from TNT Express, the Settlement
Agent, ADS Tender Agent and the Information Agent at the addresses
mentioned below.
TNT Express:
TNT EXPRESS N.V.
Address: Taurusavenue 111, 2132 LS Hoofddorp, P.O. box 13000, 1100
KG Amsterdam, The Netherlands Telephone: +31 88 393 9500 Fax: +31
88 393 3000
E-mail: investor.relations@tnt.com
The Settlement Agent:
ING BANK N.V.
Address: Foppingadreef 7, 1102 BD Amsterdam, The Netherlands
Telephone: + 31 20 563 6619 and +31 20 563 6546 Fax: + 31 20 563
6959
E-mail: iss.pas@ing.nl
The ADS Tender Agent:
CITIBANK, N.A.
Address: c/o Voluntary Corporate Actions, P.O. Box 43011,
Providence, RI 02940-3011, United States of America Telephone: +1
800 308 7887 The Information Agent:
GEORGESON EUROPE
Address: Westplein 11, 3016 BM Rotterdam, The Netherlands
Telephone: European Toll Free Helpline: 00800-3915-3915 American
Toll Free Helpline: +1 800 561 2871
Email: tnt@georgeson.com
About FedEx Corp.
FedEx provides customers and businesses worldwide with a broad
portfolio of transportation, e-commerce and business services. With
annual revenues of $49 billion, the company offers integrated
business applications through operating companies competing
collectively and managed collaboratively, under the respected FedEx
brand. Consistently ranked among the world’s most admired and
trusted employers, FedEx inspires its more than 340,000 team
members to remain “absolutely, positively” focused on safety, the
highest ethical and professional standards and the needs of their
customers and communities. For more information, please visit
www.fedex.com.
About TNT Express
TNT Express is one of the world’s largest express delivery
companies. On a daily basis, TNT Express delivers close to one
million consignments ranging from documents and parcels to
palletised freight. The company operates road and air
transportation networks in Europe, the Middle East and Africa,
Asia-Pacific and the Americas. TNT Express made €6.9 billion in
revenue in 2015. For more information, please visit
www.tnt.com/corporate.
Notice to US holders of TNT Express
Shares
The Offer is being made for the securities of TNT Express, a
public limited liability company incorporated under Dutch Law, and
is subject to Dutch disclosure and procedural requirements, which
are different from those of the United States. The Offer is being
made in the United States in compliance with Section 14(e) of the
U.S. Securities Exchange Act of 1934, as amended (the U.S.
Exchange Act), and the rules and regulations promulgated
thereunder, including Regulation 14E, and is subject to the
exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act
and otherwise in accordance with the requirements of Dutch law.
Accordingly, the Offer is subject to certain disclosure and other
procedural requirements, including with respect to the Offer
timetable and settlement procedures that are different from those
applicable under U.S. domestic tender offer procedures and
laws.
The receipt of cash pursuant to the Offer by a U.S. holder of
TNT Express shares may be a taxable transaction for U.S. federal
income tax purposes and under applicable state and local, as well
as foreign and other, tax laws. Each holder of TNT Express shares
is urged to consult his independent professional advisor
immediately regarding the tax consequences of acceptance of the
Offer.
It may be difficult for U.S. holders of TNT Express shares to
enforce their rights and claims arising out of the U.S. federal
securities laws, since TNT Express is located in a country other
the United States, and some or all of its officers and directors
may be residents of a country other than the United States. U.S.
holders of TNT Express shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for
violations of U.S. securities laws. Further, it may be difficult to
compel a non-U.S. company and its affiliates to subject themselves
to a U.S. court’s judgment.
To the extent permissible under applicable law or regulation,
including Rule 14e-5 of the U.S. Exchange Act, in accordance with
normal Dutch practice, FedEx and its affiliates or broker (acting
as agent for FedEx or its affiliates, as applicable) may from time
to time after the date hereof, and other than pursuant to the
Offer, directly or indirect purchase, or arrange to purchase,
ordinary shares of TNT Express that are the subject of the Offer or
any securities that are convertible into, exchangeable for or
exercisable for such shares. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. In no event will any such purchases be made for
a price per share that is greater than the Offer price. To the
extent information about such purchases or arrangements to purchase
is made public in The Netherlands, such information will be
disclosed by means of a press release or other means reasonably
calculated to inform U.S. shareholders of TNT Express of such
information. No purchases will be made outside the Offer in the
United States by or on behalf of FedEx. In addition, the financial
advisors to FedEx may also engage in ordinary course trading
activities in securities of TNT Express, which may include
purchases or arrangements to purchase such securities.
Restrictions
The distribution of this press release may, in some countries,
be restricted by law or regulation. Accordingly, persons who come
into possession of this document should inform themselves of and
observe these restrictions. To the fullest extent permitted by
applicable law, FedEx and TNT Express disclaim any responsibility
or liability for the violation of any such restrictions by any
person. Any failure to comply with these restrictions may
constitute a violation of the securities laws of that jurisdiction.
Neither FedEx, nor TNT Express, nor any of their advisors assumes
any responsibility for any violation by any of these restrictions.
Any TNT Express shareholder who is in any doubt as to his or her
position should consult an appropriate professional advisor without
delay.
The information in this press release is not intended to be
complete, for further information reference is made to the Offer
Document. This announcement is for information purposes only and
does not constitute an offer or an invitation to acquire or dispose
of any securities or investment advice or an inducement to enter
into investment activity. In addition, the Offer made pursuant to
the Offer Document is not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the terms of the
Offer Document.
Forward Looking
Statements
Certain statements in this press release may be considered
“forward-looking statements,” such as statements relating to the
impact of this transaction on FedEx and TNT Express.
Forward-looking statements include those preceded by, followed by
or that include the words “anticipated,” “will,” “expected” or
similar expressions. These forward-looking statements speak only as
of the date of this release. Although FedEx and TNT Express believe
that the assumptions upon which their respective financial
information and their respective forward-looking statements are
based are reasonable, they can give no assurance that these
forward-looking statements will prove to be correct.
Forward-looking statements are subject to risks, uncertainties and
other factors that could cause actual results to differ materially
from historical experience or from future results expressed or
implied by such forward-looking statements. Potential risks and
uncertainties include, but are not limited to, FedEx’s ability to
successfully operate TNT Express without disruption to its other
business activities, FedEx’s ability to achieve the anticipated
results from the acquisition of TNT Express, the effects of
competition (in particular the response to the transaction in the
marketplace), economic conditions in the global markets in which
FedEx and TNT Express operate, and other factors that can be found
in FedEx’s and its subsidiaries’ and TNT Express’ press releases
and public filings.
Neither FedEx, nor any of its advisors, accepts any
responsibility for any financial information contained in this
press release relating to the business, results of operations or
financial condition of FedEx or any of its groups. FedEx expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160513005902/en/
FedEx CorporationMedia:Patrick Fitzgerald,
901-818-7300patrick.fitzgerald@fedex.comorMedia Contact –
Europe:Burson-MarstellerMichelle Fresco, +31 (0)70
3021191michelle.fresco@bm.comorInvestor Relations:Mickey
Foster, 901-818-7468mickey.foster@fedex.comorTNT
ExpressMedia:Cyrille Gibot, +31 88 393 9390Mobile: +31
65 113 3104cyrille.gibot@tnt.comorInvestor Relations:Gerard
Wichers, +31 88 393 9500gerard.wichers@tnt.com
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