This is a joint press release by FedEx Corporation, FedEx
Acquisition B.V. and TNT Express N.V. pursuant to the provisions of
Article 15, paragraph 2 of the Decree on Public Takeover Bids
(Besluit Openbare Biedingen Wft, the Decree) in connection
with the recommended public offer (the Offer) by FedEx
Acquisition B.V. for all the issued and outstanding ordinary shares
in the capital of TNT Express N.V., including all American
depositary shares representing ordinary shares. 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.
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View the full release here:
http://www.businesswire.com/news/home/20151030005844/en/
FedEx Corporation (FedEx) (NYSE:FDX), FedEx Acquisition
B.V. (the Offeror) and TNT Express N.V. (TNT Express)
hereby jointly confirm that the Acceptance Period for the
recommended public offer for all the issued and outstanding
ordinary shares in the capital of TNT Express N.V., including all
American depositary shares representing ordinary shares, has been
extended by the Offeror to 17:40 hours CET (11:40 hours New York
time) on January 8, 2016, in accordance with the terms and
conditions of the Offer Document and the provisions of Article 15
of the Decree.
Extension
The Acceptance Period has been extended because not all Offer
Conditions, in particular the Offer Condition relating to
Competition Clearances, were fulfilled upon expiry of the initial
Acceptance Period at 17:40 hours CET on October 30, 2015.
If and when the extended Acceptance Period lapses at January 8,
2016, without the Offer Condition with respect to Competition
Clearances having been fulfilled, an exemption will be requested
from the Netherlands Authority for the Financial Markets (AFM) to
extend the Acceptance Period until such time as the Offeror and TNT
Express reasonably believe is necessary to cause such Offer
Condition to be fulfilled.
During the extended Acceptance Period, Shares and American
depositary shares representing ordinary shares tendered during the
initial Acceptance Period may be withdrawn in accordance with the
provisions of Article 15, paragraph 3 of the Decree. Any Shares
tendered during the initial Acceptance Period and which are not
withdrawn will remain subject to the Offer.
As a result of the adoption of the Asset Sale and Liquidation
Resolutions and the Conversion Resolution at the TNT Express EGM of
October 5, 2015, under the terms and subject to the conditions of
the Offer, the minimum acceptance condition will be 80% (and not
95%) of TNT Express’ aggregate issued and outstanding ordinary
share capital, on a fully diluted basis, as of the time and date on
which the Offer expires, including any Shares held by the Offeror
or its affiliates (to date the Offeror or its affiliates do not
hold any Shares in the share capital of TNT Express).
Competition clearances and indicative timetable
The Offer is conditional on obtaining competition approval from
the relevant antitrust authorities in the EU, Brazil, China and, to
the extent applicable, the United States of America. FedEx and TNT
Express anticipate making a filing in the U.S. before the end of
the calendar year.
FedEx and TNT Express are on track to obtain all necessary
approvals and competition clearances. Based on the required steps
and subject to the necessary approvals, FedEx and TNT Express
continue to anticipate that the Offer will close in the first half
of calendar year 2016. The formal notification for EU competition
clearance was filed on 26 June 2015. The European Commission has
initiated a Phase II review in connection with the Offer and on 13
August 2015 announced on its website that it extended its deadline
for the completion of its Phase II review by 20 working days to 13
January 2016. As indicated in their joint press release of 20
October 2015, FedEx and TNT Express have not received a Statement
of Objections from the European Commission and have been informed
by the European Commission that no Statement of Objections will be
issued. The transaction is also being reviewed by other antitrust
agencies, including the Ministry of Commerce (MOFCOM) in China and
the Conselho Administrativo de Defesa Econômica (CADE) in
Brazil.
The Combination presents a highly pro-competitive proposition
for the provision of small package delivery services within and
outside Europe. The networks of TNT Express and FedEx are largely
complementary, given that FedEx’s strength is providing US domestic
and extra-EEA international services, while TNT Express’ focus is
on providing intra-European services. The Combination would allow
the parties to sell a more competitive e-commerce offering in the
market, which should benefit consumers and SMEs in Europe and
beyond.
About FedEx Corp.
FedEx provides customers and businesses worldwide with a broad
portfolio of transportation, e-commerce and business services. With
annual revenues of $48 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.
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, receipt of regulatory approvals without unexpected
delays or conditions, 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/20151030005844/en/
for FedEx Corp.Media:Patrick Fitzgerald,
901-818-7300patrick.fitzgerald@fedex.comorMedia –
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.comorfor TNT
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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