Final Required Regulatory Approval Launches
Last Stages of Transaction Process
Acceptance Period Ends May 13, 2016
This is a joint press release by FedEx Corporation, FedEx
Acquisition B.V. and TNT Express N.V. pursuant to the provisions of
Section 4 paragraph 3 and Section 15 paragraph 2 of the 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 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.
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FedEx Corporation (FedEx) (NYSE:FDX), FedEx Acquisition
B.V. (the Offeror) and TNT Express N.V. (TNT Express)
jointly announce that on April 29, 2016, they obtained the
unconditional approval of the Ministry of Commerce People’s
Republic of China (MOFCOM) in connection with the Offer.
With the approval of MOFCOM, the Offer Condition with respect to
Competition Clearances has now been fulfilled. Shareholders are
reminded that in accordance with the dispensation (ontheffing)
granted by the AFM and the joint press release dated 8 January
2016, the Acceptance Period shall end at 17:40 hours CEST (11:40
hours New York time) on 13 May 2016 (the Acceptance Closing
Time).
“I want to thank the team members who collaborated with
regulatory authorities around the world to help us reach this
important acquisition milestone,” said David Bronczek, President
and CEO, FedEx Express. “As we work towards closing the
acquisition, we look forward to welcoming TNT Express team members
to the FedEx family of companies as we expand our portfolio of
solutions and connect even more people and possibilities.”
“With this final regulatory approval, we are one step closer to
making the vision of combining the complementary networks of FedEx
and TNT Express a reality,” said Tex Gunning, Chief Executive
Officer, TNT Express. “This intended acquisition will bring value
for our customers, shareholders and employees.”
Acceptance by holders of Ordinary
Shares
Shareholders who hold their Ordinary Shares through an Admitted
Institution must make their acceptance known via their custodian,
bank or stockbroker prior to 17:40 hours CEST, on 13 May 2016.
Custodians, banks or stockbrokers 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 as 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 Ordinary
Shares individually recorded in TNT Express’ shareholders’
register
Holders of Shares individually recorded in TNT Express’
shareholders’ register (Registered Holders) wishing to
accept the Offer in respect of such Shares must deliver a completed
and signed acceptance form to the Settlement Agent in accordance
with the terms and conditions of the Offer, no later than 17:40
hours, Amsterdam time (11:40 hours, New York time) on 13 May 2016.
The acceptance forms are available upon request from the Settlement
Agent. The acceptance form will also serve as a deed of transfer
(akte van levering) with respect to the Shares referenced
therein.
Acceptance by holders of American
Depositary Shares
Holders of ADSs in registered form, either in 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 Citibank, N.A. (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. The ADS Letters of Transmittal and other
associated forms are available upon request from the ADS Tender
Agent. ADS Letters of Transmittal properly completed and duly
executed, together with the corresponding ADRs, if applicable,
should only be sent to the ADS Tender Agent and should not be sent
to the Offeror, the U.S. Depositary or the Settlement Agent. ADS
Letters of Transmittal properly completed and duly executed,
together with the corresponding ADRs, if applicable, must be
received by the ADS Tender Agent prior to the Acceptance Closing
Time.
The method of delivery of ADS Letters of Transmittal and, if
applicable, ADRs, and all other required documents, is at the ADS
holder’s option and risk, and the delivery will be deemed made only
when actually received by the ADS Tender Agent. If delivery is by
mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, an ADS holder should allow
sufficient time to ensure timely delivery. No acknowledgement of
receipt of documents will be given by or on behalf of the Offeror
or the ADS Tender Agent.
Shareholders holding ADSs in book-entry form, all of which are
held through the facilities of 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 13
May 2016. DTC has informed the Offeror that it can only cut off
book-entry tenders of ADSs 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
13 May 2016. Financial intermediaries may set an earlier deadline
for communication by holders of ADSs in order to permit the
financial intermediary to communicate acceptances to the ADS Tender
Agent in a timely manner. Accordingly, holders of ADSs through a
financial intermediary should contact such financial intermediary
to obtain information about the deadline by which such holders of
ADSs must accept the Offer and comply with the dates communicated
by such financial intermediary.
Tendered Shares
Any Shares and ADSs representing ordinary shares tendered prior
to 8 January 2016 which are not withdrawn will remain subject to
the Offer.
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 to
enable Shareholders, including holders of ADSs, that did not tender
their Shares during the Acceptance Period to tender their Shares,
including ADSs, under the same terms and conditions applicable to
the Offer. The Post-Closing Acceptance Period will commence on the
1st (first) Dutch Business Day following the date on which the
Post-Closing Acceptance Period is announced and may be up to 2
(two) weeks in length.
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 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, 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/20160429005827/en/
FedEx Corp.Media:Patrick Fitzgerald,
901-818-7300patrick.fitzgerald@fedex.comorMedia Contacts –
Europe:Citigate First FinancialUneke Dekkers / Vivian ten Have,
+31 (0) 20 575 40 10Mobile: +31 (0) 6 50261626 / +31 (0) 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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