April 7, 2015 - FedEx Corporation (NYSE: FDX) (FedEx) and TNT Express N.V. (Euronext Amsterdam: TNTE) today announced that they have reached a conditional agreement (theMerger Protocol) on a recommended all-cash offer for all issued and outstanding ordinary shares, including shares represented by American Depositary Receipts (the Shares) of TNT Express (the Offer) for a cash offer price of €8.00 per share cum dividend except for the TNT Express final 2014 dividend of €0.08 (the Offer Price) in a transaction valuing TNT Express at an implied equity value of approximately €4.4 billion ($4.8 billion).
Frederick W. Smith, Chairman and CEO of FedEx Corp., said: “We believe that this strategic acquisition will add significant value for FedEx shareowners, team members and customers around the globe. This transaction allows us to quickly broaden our portfolio of international transportation solutions to take advantage of market trends – especially the continuing growth of global e-commerce – and positions FedEx for greater long-term profitable growth.”
Tex Gunning, CEO of TNT Express, said: “This offer comes at a time of important transformations within TNT Express and we were fully geared to executing our stand-alone strategy. But while we did not solicit an acquisition, we truly believe that FedEx’s proposal, both from a financial and a non-financial view, is good news for all stakeholders. Our people and customers can profit from the true global reach and expanded propositions, while with this offer our shareholders can already reap benefits today that otherwise would only have been available in the longer run.”
Transaction highlights:
· FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) reached conditional agreement on recommended all-cash public offer of €8.00 per ordinary TNT Express share.
· The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of €5.63 over the last 3 calendar months.
· The transaction represents an implied equity value for TNT Express of €4.4 billion ($4.8 billion).
· Transaction unanimously recommended and supported by TNT Express’ Executive Board and Supervisory Board.
· High level of deal certainty.
· PostNL N.V. has irrevocably confirmed to support the Offer and tender its 14.7% TNT Express shareholding.
· Combination will transform FedEx’s European capabilities and accelerate global growth.
· Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx’s strength in other regions globally, including North America and Asia.
· FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.
· The parties have agreed to certain non-financial covenants including:
o Existing employment terms of TNT Express will be respected.
o The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp.
o TNT Express hub in Liege will be maintained as a significant operation for the group going forward.
o TNT Express’ airline operations will be divested, in compliance with applicable airline ownership regulations.
· FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.
· FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.
FedEx and TNT Express will host a press conference today at 09:30 hours CET at the Amsterdam Hilton Apollolaan 138, which will be available via webcast through the corporate website of FedEx and TNT Express.
FedEx will host an audio webcast for analysts and investors today at 07:30 hours CDT (14:30 CET). This meeting can be followed on www.investors.fedex.com
TNT Express will host an analyst and investor conference call today at 15:30 hours CET.
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