This is a joint press release by FedEx Corporation and TNT
Express pursuant to Section 7 paragraph 1 sub a of the Decree on
Public Takeover Bids (Besluit Openbare Biedingen Wft, the
Decree) in connection with the intended public offer by
FedEx Corporation for all the issued and outstanding ordinary
shares in the capital of TNT Express N.V. 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. Any offer will
be made only by means of an offer document. This announcement is
not for release, publication or distribution, in whole or in part,
in or into, directly or indirectly, Canada.
Reference is made to the joint press release by FedEx
Corporation (FedEx) and TNT Express N.V. (TNT
Express) dated 7 April 2015 in respect of the intended
recommended public cash offer for all issued and outstanding
ordinary shares in the capital of TNT Express at an offer price of
€8.00 (cum dividend) for each TNT Express ordinary share (on a
fully diluted basis), subject to customary conditions (the
Offer).
Status update for FedEx's Intended
Offer for TNT Express
Pursuant to the provisions of Section 7, paragraph 1 sub a of
the Decree requiring a public announcement within four weeks
following the announcement of an intended public offer to provide a
status update, FedEx and TNT Express provide the following joint
update.
FedEx and TNT Express confirm that the companies are making
timely progress on the preparations for the Offer. FedEx expects to
submit a request for review and approval of its Offer Document with
the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten, AFM) in any event before June
30, 2015, which is the date by which under Dutch law a request for
approval must be submitted to the AFM.
In addition, FedEx and TNT Express confirm that the process to
obtain the required regulatory merger control approvals for the
Offer is proceeding without delays. The Offer will be conditional
upon FedEx obtaining the required competition clearances in the
European Union, China, Brazil and, to the extent applicable, the
United States of America. FedEx and TNT Express remain confident
that substantive anti-trust concerns, if any, can be addressed
adequately and in a timely fashion. Although FedEx and TNT Express
aim to obtain the required regulatory clearances as soon as
possible, it is noted that completing the formal clearance
procedures could take up to one year. As such, it may be required
to obtain an exemption from the AFM to (further) extend the offer
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.
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 will be 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 will be
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 will be 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 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 US 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, 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. This announcement is not to be published or distributed in
or to Canada.
The information in the press release is not intended to be
complete, for further information reference is made to the Offer
Document which is expected to be published in the summer of 2015.
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 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 and other factors that can be found in FedEx’s
and its subsidiaries’ and TNT Express’s press releases and public
filings.
Neither FedEx nor TNT Express, nor any of their 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. Each of Fleet and Edgar 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.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20150430007168/en/
FedEx CorpMedia:Patrick Fitzgerald,
+1-901-818-7300patrick.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
46233900orFedEx Investor Relations:Mickey Foster,
+1-901-818-7468mickey.foster@fedex.comorMedia:TNT ExpressCyrille
Gibot, +31 (0)88 393 9390Mobile: +31 65 113
3104cyrille.gibot@tnt.comorInvestor Relations:Gerard Wichers, +31
(0)88 393 9500gerard.wichers@tnt.com
FedEx (NYSE:FDX)
Historical Stock Chart
From Aug 2024 to Sep 2024
FedEx (NYSE:FDX)
Historical Stock Chart
From Sep 2023 to Sep 2024