This is a press release by FedEx Corporation and FedEx
Acquisition B.V. pursuant to Section 4, paragraph 3 of the
Netherlands Decree on Public Takeover Bids (Besluit openbare
biedingen Wft) in connection with the recommended public offer by
FedEx Acquisition B.V. for all the issued and outstanding ordinary
shares in the capital of TNT Express N.V., including all American
depositary shares representing ordinary shares. The Offer is made
solely pursuant to the offer document, dated August 21, 2015 (the
Offer Document), approved by the Netherlands Authority for
the Financial Markets (Autoriteit Financiële Markten). Terms not
defined in this press release will have the meaning as set forth in
the Offer Document.
FedEx Corp. (FedEx) (NYSE: FDX) 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.
About FedEx Corp.
FedEx provides customers and businesses worldwide with a broad
portfolio of transportation, e-commerce and business services. With
annual revenues of $47 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 325,000 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.
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 may be 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 disclaims 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 any of its
advisors, assumes any responsibility for any violation by any
person 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. This announcement does not constitute an
offer to sell or the solicitation of an offer to buy or acquire the
securities of TNT Express in any jurisdiction.
Forward Looking
Statements
Certain statements in this press release may be considered
“forward-looking statements,” including 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 believes that the assumptions
upon which its financial information and its forward-looking
statements are based are reasonable, it 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 and
other factors that can be found in FedEx’s and its subsidiaries’
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 its business, results of operations or
financial condition or that of TNT Express. 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/20151005005756/en/
MediaFedEx Corp.Patrick Fitzgerald,
+1-901-818-7300patrick.fitzgerald@fedex.comorMedia Contacts –
EuropeCitigate First FinancialUneke Dekkers/Vivian ten
HavePhone +31 (0) 20 575 40 10Mobile +31 (0) 6 50261626 / +31 (0) 6
46233900orFedEx Investor RelationsMickey Foster,
+1-901-818-7468mickey.foster@fedex.com
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