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, the DFSA) 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 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.
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FedEx Corporation (FedEx) (NYSE: FDX), FedEx Acquisition
B.V. (the Offeror) and TNT Express N.V. (TNT Express)
hereby jointly announce that the Acceptance Period for the
recommended public offer for all the issued and outstanding
ordinary shares in the capital of TNT Express N.V., including all
American depositary shares representing ordinary shares, is further
extended until two weeks following the satisfaction or waiver of
the Offer Condition with respect to Competition Clearances, but no
later than June 6, 2016.
The further extension of the Acceptance Period complies with a
dispensation (ontheffing) granted to the Offeror by the AFM.
Competition Clearances
Status
The Acceptance Period has been extended because the Offer
Condition with respect to Competition Clearances was not fulfilled
upon expiration of the Acceptance Period at 17:40 hours CET on
January 8, 2016.
The Offer Condition regarding Competition Clearances relates to
obtaining competition approval from the relevant antitrust
authorities in the EU, Brazil, China and the United States of
America. Currently, clearances have been obtained from the relevant
competition authorities in the United States and, as announced
earlier today, the EU.
FedEx and TNT Express continue to work constructively with the
regulatory authorities to obtain clearance of the transaction in
the remaining jurisdictions, including Brazil and China. FedEx and
TNT Express are making timely progress and continue to anticipate
that the Offer will close in the first half of calendar year
2016.
Further Communications
FedEx will make public announcements if and when Competition
Clearance in China and/or Brazil is obtained and if and when the
Offer Condition with respect to Competition Clearances is
satisfied, waived or has become incapable of being satisfied. The
announcement that the Offer Condition with respect to Competition
Clearances has been satisfied or waived, if made, will include the
end date of the Acceptance Period, which will be two weeks
following the date such Offer Condition is fulfilled, but not later
than June 6, 2016 (17:40 hours CET). The Offeror confirms that the
Offer Document is up to date in all material respects in the sense
that it contains all material information required for shareholders
to adequately consider the Offer. For the avoidance of doubt, the
dispensation of the AFM only pertains to the aforementioned further
extension of the Acceptance Period and all other relevant
provisions of the Decree and the DFSA remain applicable.
Tendered Shares
During the extended Acceptance Period, Shares and American
depositary shares representing ordinary shares tendered prior to
the date of this press release may be withdrawn in accordance with
Section 5.3.7 (Withdrawal Rights) of the Offer Document. Any Shares
and American depositary shares representing ordinary shares
tendered prior to the date of this press release which are not
withdrawn will remain subject to the Offer.
As a result of the adoption of the Asset Sale and Liquidation
Resolutions and the Conversion Resolution at the TNT Express EGM of
October 5, 2015, under the terms and subject to the conditions of
the Offer, the minimum acceptance condition will be 80% (and not
95%) of TNT Express’ aggregate issued and outstanding ordinary
share capital, on a fully diluted basis, as of the time and date on
which the Offer expires, including any Shares held by the Offeror
or its affiliates. To date the Offeror or its affiliates do not
hold any Shares in the share capital of TNT Express.
Long Stop Date
As set out in the Offer Document, FedEx and TNT Express have
agreed a final date in respect of the satisfaction of the Offer
Conditions, which is set at June 6, 2016 (Long Stop Date).
In the event that the Offer Condition relating to Competition
Clearances is not satisfied or waived by the Long Stop Date, TNT
Express shall be entitled to terminate the Merger Protocol. For the
avoidance of doubt, the Offer is extended until two weeks following
the satisfaction or waiver of the Offer Condition with respect to
Competition Clearances, but no later than June 6, 2016.
Further Information
The further extension of the Acceptance Period until two weeks
following the fulfillment of the Offer Condition with respect to
Competition Clearances does not affect the certainty of funds of
the Offeror with regard to the financing of the Offer, as announced
on 13 May 2015.
FedEx is making the Offer on the terms and subject to the
conditions and restrictions contained in the Offer Document, dated
21 August 2015. TNT Express has also made available the Position
Statement, containing the information required by Article 18,
paragraph 2 and Annex G of the Decree in connection with the
Offer.
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.
Terms not defined herein shall have the meaning as set out in
the Offer Document.
Shareholders are advised to review the Offer Document and the
Position Statement in detail and to seek independent advice where
appropriate in order to reach a reasoned judgment in respect of the
Offer and the content of the Offer Document and the Position
Statement. In addition, shareholders may wish to consult with their
tax advisors regarding the tax consequences of tendering their
Shares under the Offer.
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 this 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 €6.7 billion in
revenue in 2014.
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 brokers (acting
as agents 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 of 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 the 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,” “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, receipt of regulatory approvals without unexpected
delays or conditions, 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 the other or their respective 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/20160108005739/en/
FedEx CorporationMedia:Patrick Fitzgerald,
901-818-7300patrick.fitzgerald@fedex.comorMedia Contacts –
Europe:Citigate First FinancialUneke Dekkers / Vivian ten Have,
+31 20 575 40 10Mobile: +31 6 50261626 / +31 6
46233900orInvestor 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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