This is a press release by FedEx Corporation pursuant to Section
7 paragraph 4 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 releases by FedEx Corp.
(NYSE:FDX) (FedEx) and TNT Express N.V. (TNT
Express) dated 7 April 2015 and 1 May 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).
Financing of the offer for TNT Express
in place
The Offer values 100% of the issued and outstanding TNT Express
ordinary shares at approximately €4.4 billion. FedEx will be able
to finance the aggregate consideration of the Offer by utilizing
available cash on its balance sheet and through existing and new
debt arrangements. FedEx will be able to pay approximately €1.5
billion of the Offer consideration with cash from its own available
resources. In addition, FedEx has secured fully committed debt
financing in the amount of €2.0 billion, subject to customary
conditions, and can utilize an existing credit facility for an
amount of approximately €0.9 billion.
Filing of Offer Document
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.
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 or contact:
MediaPatrick FitzgeraldPhone +1 901 818 7300Email:
patrick.fitzgerald@fedex.com
Media Contacts – EuropeUneke Dekkers/Vivian ten
HaveCitigate First FinancialPhone +31 (0) 20 575 40 10Mobile +31
(0) 6 50261626 / +31 (0) 6 46233900
FedEx Investor RelationsMickey FosterPhone +1 901 818
7468Email mickey.foster@fedex.com
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 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. 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 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.
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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