Combination Builds Upon Competitive Positioning
in Global Transportation and Logistics Industry
- FedEx has settled the TNT Express
Shares tendered in the Acceptance Period
- Remaining Shares can still be tendered
in the Post-Closing Acceptance Period
This is a joint press release by FedEx Corporation, FedEx
Acquisition B.V. and TNT Express N.V. 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). 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/20160525005522/en/
FedEx Corporation (FedEx) (NYSE:FDX), FedEx Acquisition
B.V. (the Offeror) and TNT Express N.V. (TNT Express)
jointly announce that FedEx has acquired TNT Express. The €4.4
billion acquisition combines the strengths of the companies – the
world’s largest air express network and an unparalleled European
road network, which will expand the existing FedEx portfolio and
reshape the global transportation and logistics industry.
“This acquisition is a significant accomplishment and marks the
beginning of a new era, filled with promise for our people,
customers and shareowners,” said Frederick W. Smith, Chairman and
CEO of FedEx. “We are proud to celebrate the joining of two iconic
companies and the approximately 400,000 team members who are
committed to serving customers around the world.
“The timing of this historic event is important, particularly in
the current market environment where global e-commerce is growing
at double-digit rates,” Smith added. “Adding TNT’s capabilities to
our existing world-class suite of services, including GENCO and the
recently relaunched FedEx CrossBorder, will further expand the
ability of FedEx to support business connections around the
world.
“Over our 43 year history, FedEx has repeatedly reinvented and
revolutionized the industry, from the first overnight express
service backed by a money-back guarantee to the invention of
internet shipping. And just as we revolutionized the U.S. domestic
parcel business through the acquisition and development of what is
now FedEx Ground, the acquisition of TNT will change the way
customers view FedEx around the world,” Smith continued.
“We believe that this strategic acquisition will add significant
value for FedEx shareowners, team members and customers around the
globe, particularly in Europe where we will establish a strong new
competitor,” said Alan B. Graf, Jr., FedEx Executive Vice President
and Chief Financial Officer. “The TNT team members bring 70 years
of diverse experience, which, combined with that of FedEx team
members, will make this integration a success.”
Now that FedEx has acquired TNT Express, the integration process
will begin immediately. The FedEx track record of successful
acquisition integrations in the U.S. and globally will serve the
combined companies well to leverage investments in technology,
infrastructure, facilities and operational capabilities to position
the combined companies for long-term growth and success.
In the near term, customers can expect to interact with each
company as they always have and receive the world-class service
they have come to expect. Once the integration is complete, FedEx
expects customers to enjoy an expanded global offering that draws
upon the breadth of expertise from both companies.
Together, FedEx and TNT Express will continue to make a
difference in the lives of people around the world, further
supporting the communities in which team members live and work,
connecting even more people and possibilities.
Live Webcast
David Bronczek, President and CEO, FedEx Express, David Binks,
President of FedEx Express Europe and Tex Gunning, CEO of TNT
Express will host a press conference today at 11:00 hours CET at
The Conservatorium Hotel Amsterdam, which will be also available
via live webcast at the following web address:
http://player.companywebcast.com/fedex/20160525_1/en/Player
Additional media resources are available through the FedEx
Newsroom and TNT Media Center.
Post-Closing Acceptance
Period
Shareholders may tender their shares under the Offer during a
post-closing acceptance period (na-aanmeldingstermijn) which
commenced at 09:00 hours, Amsterdam time, on 19 May 2016 and will
expire at 17:40 hours, Amsterdam time, on 1 June 2016 (the
Post-Closing Acceptance Period).The Offeror has agreed that it will
accept valid tenders of book-entry ADSs until 17:00 hours New York
time on 1 June 2016.
Shareholders who have not yet tendered their Shares under the
Offer still have the opportunity to do so during the Post-Closing
Acceptance Period.
Remaining Shareholders who do not wish to tender their Shares
during the Post-Closing Acceptance Period should carefully review
the sections of the Offer Document that further explain the
intentions of the Offeror and/or FedEx, such as (but not limited
to) Sections 6.13 (Intentions following the Offer being declared
unconditional) up to and including 6.16.6 (Other measures), which
describe certain implications to which such Shareholders may become
subject with their continued shareholding in TNT Express.
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 (not including TNT Express), 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 nearly
400,000 team members to remain “absolutely, positively” focused on
safety, the highest ethical and professional standards and the
needs of their customers and communities to connect people and
possibilities around the world.
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 offers road and air delivery
services in Europe, the Middle East and Africa, Asia-Pacific and
the Americas. TNT Express made €6.9 billion in revenue in 2015.
Notice to U.S. 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 indirectly 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 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,” “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/20160525005522/en/
FedEx Corp.Media Relations:Patrick Fitzgerald, +1
901-818-7300patrick.fitzgerald@fedex.comorEurope:Burson-MarstellerMichelle
Fresco, +31 (0)70 3021191michelle.fresco@bm.comorInvestor
Relations:Mickey Foster, +1
901-818-7468mickey.foster@fedex.comwww.fedex.comorTNT Express
N.V.Media Relations:Cyrille Gibot, +31 88 393 9390Mobile: +31 65
113 3104cyrille.gibot@tnt.comorInvestor Relations:Gerard Wichers,
+31 88 393 9500gerard.wichers@tnt.comwww.tnt.com/corporate
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