88.4% of all Shares Committed
Settlement Date will be 25 May 2016
Highlights
- 88.4% of all TNT Express shares
tendered and accepted
- All Offer Conditions have been
satisfied or waived
- Settlement will take place on 25 May
2016
- Remaining TNT Express Shares can be
tendered during the Post-Closing Acceptance Period, commencing on
19 May 2016 and ending on 1 June 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 16 paragraph 1 and Section 17 paragraph 1 of the Decree on
Public Takeover Bids (Besluit openbare biedingen Wft, the
Decree) 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). 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)
are pleased to announce that the Offeror has declared its
recommended all-cash public offer for all the issued and
outstanding ordinary shares in the share capital of TNT Express,
including shares represented by American Depositary Receipts (the
Shares), unconditional (doet gestand). All Offer Conditions,
as described in the Offer Document, have been satisfied or (in
whole or in part) waived.
“We are pleased with the outcome of the public share offer,”
said David Bronczek, President and CEO, FedEx Express. “May 25,
2016 will be a profound moment in the history of these two great
companies. Together, we will transform the global transportation
industry, connecting even more people and possibilities around the
world.”
Acceptance
In connection with the Offer, 484,982,585 Shares (including
Shares represented by American depositary shares) have been
tendered during the Acceptance Period that expired on 13 May 2016,
representing 88.4% of the aggregate issued and outstanding ordinary
share capital of TNT Express, and an aggregate value of
€3,879,860,680 (at an Offer Price of €8.00 (eight euro) in cash per
Share). No treasury shares are held by TNT Express.
Settlement
With reference to the Offer Document, published on 21 August
2015, holders of Ordinary Shares who accepted the Offer shall
receive an amount in cash of €8.00 (eight euro) (the Offer
Price) and holders of ADSs who accepted the Offer shall receive
a cash amount equal to the U.S. dollar equivalent of the Offer
Price, calculated by the Offeror using the spot market exchange
rate for the U.S. dollar against the euro published on Bloomberg at
noon New York time on the day immediately prior to the date on
which funds are received by Citibank, N.A. (the ADS Tender
Agent), in its capacity as ADS Tender Agent to pay for the ADSs
following the Unconditional Date.
Payment of the Offer Price will occur on 25 May 2016 (the
Settlement Date). The Offeror currently does not hold any
Shares. Following the Settlement of the Offer, the Offeror will
hold at least 484,982,585 Shares, representing 88.4% of the issued
and outstanding share capital of TNT Express.
Post-Closing Acceptance
Period
The Offeror hereby announces that Shareholders, including
holders of ADSs, who have not yet tendered their Shares under the
Offer will have the opportunity to tender their Shares, under the
same terms and conditions applicable to the Offer, in a
Post-Closing Acceptance Period (na-aanmeldingstermijn) commencing
at 09:00 hours Amsterdam time on 19 May 2016 and expiring at 17:40
hours Amsterdam time (11:40 hours New York time) on 1 June 2016
(the Post-Closing Acceptance Period). The Offeror has agreed
that it will accept valid tender of book-entry ADSs until 17:00
hours New York time on 1 June 2016.
During the Post-Closing Acceptance Period, Shareholders have no
right to withdraw Shares from the Offer, regardless whether their
Shares have been validly tendered (or defectively tendered,
provided that such defect has been waived by the Offeror) during
the Acceptance Period or the Post-Closing Acceptance Period. A
notice of guaranteed delivery will not be an effective means of
tendering ADSs during the Post-Closing Acceptance Period.
The Offeror will publicly announce the results of the
Post-Closing Acceptance Period and the total amount and total
percentage of Shares held by it in accordance with Article 17,
paragraph 4 of the Decree ultimately on the 3rd (third) Dutch
Business Day following the last day of the Post-Closing Acceptance
Period.
The Offeror will continue to accept for payment all Shares
(including ADSs) validly tendered (or defectively tendered,
provided that such defect has been waived by the Offeror) during
the Post-Closing Acceptance Period and shall pay for such Shares
(including ADSs) as soon as reasonably possible and, in any event
no later than on the 5th (fifth) Dutch Business Day following the
last day of the Post-Closing Acceptance Period.
Buy-Out
If, following the Settlement Date, and the Post-Closing
Acceptance Period, the Offeror and/or its Affiliates, have acquired
95% (ninety-five per cent) or more of the aggregate issued and
outstanding ordinary share capital (geplaatst en uitstaand gewoon
kapitaal) of TNT Express, the Offeror will, as soon as possible,
initiate a buy-out procedure (uitkoopprocedure) in accordance with
Article 2:92a or 2:201a of the Dutch Civil Code and/or a takeover
buy-out procedure in accordance with Article 2:359c of the Dutch
Civil Code in order to acquire the remaining Shares not tendered
and not held by the Offeror or TNT Express.
Asset Sale and
Liquidation
If, following the Settlement Date, the Post-Closing Acceptance
Period and a Minority Exit Opportunity, the Offeror and/or its
Affiliates, have acquired less than 95% (ninety-five per cent) of
the issued and outstanding ordinary share capital (geplaatst en
uitstaand gewoon kapitaal) of TNT Express, the Offeror may choose
to implement the Asset Sale and Liquidation of TNT Express.
Reference is made to Section 6.16.3 (Asset Sale and Liquidation) of
the Offer Document.
Remaining Shareholders who do not wish to tender their shares
should carefully review Section 6.16.3 of the Offer Document and
particularly note that if the Offeror elects to implement the Asset
Sale and Liquidation and a Shareholder did not tender its Shares
under the Offer, such Shareholder will receive the same amount of
the Offer Price per Share that it would have received had it
tendered its Shares under the Offer, without any interest being
paid on such amount and with such amount being subject to any
required withholding taxes and costs related to such Asset Sale and
Liquidation.
The withholding taxes and other taxes, if any, imposed on such
Shareholder may be different from, and greater than, the taxes
imposed upon a Shareholder that tenders its Shares under the Offer.
Consequently, if the Asset Sale is pursued, the net amount received
by a Shareholder for Shares that are not tendered under the Offer
(and who remains a Shareholder up to and including the time of the
Asset Sale and any subsequent liquidation) will depend upon such
Shareholder's individual tax circumstances and the amount of any
required withholding or other taxes, as further described in
Section 11.1.8 (Asset Sale and Liquidation) of the Offer Document.
With respect to the Shareholder Distribution, Dutch dividend
withholding tax will be due at a rate of 15% (fifteen per cent) to
the extent that Shareholder Distributions exceed the average
paid-in capital of those Shares as recognized for purposes of Dutch
dividend withholding tax.
Delisting
FedEx and TNT Express will seek to procure the delisting of the
Shares from Euronext Amsterdam as soon as possible, and the
termination of the listing agreement between TNT Express and
Euronext Amsterdam in relation to the listing of the Shares. TNT
Express also intends to terminate the ADS Deposit Agreement between
TNT Express and the U.S. Depositary upon such delisting. These
actions may adversely affect the liquidity and market value of any
listed Shares not tendered. Reference is made to Section 6.14
(Liquidity and delisting) and Section 6.15 (Termination Deposit
Agreement) of the Offer Document.
Further implications of the Offer being
declared unconditional
Remaining Shareholders who do not wish to tender their Shares in
the Post-Closing Acceptance Period should carefully review the
sections of the Offer Document that further explain the intentions
of the Offeror and/or FedEx, such as (but not limited to) Sections
6.13 (Intentions following the Offer being declared unconditional)
up to and including 6.16.6 (Other measures), which describe certain
implications to which they may become subject with their continued
shareholding in TNT Express.
Announcements
Any further announcements in relation to the Offer will be
issued by press release. Any joint press release issued by the
Offeror and TNT Express will be made available on the websites of
FedEx (http://investors.fedex.com) and TNT Express
(www.tnt.com/corporate). Subject to any applicable requirements of
the applicable rules and without limiting the manner in which the
Offeror may choose to make any public announcement, the Offeror
will have no obligation to communicate any public announcement
other than as described above.
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 or her 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 this 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,” “will,” “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 FedEx or any of its 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/20160517006747/en/
FedEx
Corp.MediaPatrick Fitzgerald, +1
901-818-7300patrick.fitzgerald@fedex.comorMedia Contact –
EuropeBurson-MarstellerMichelle Fresco, +31 (0)70
3021191michelle.fresco@bm.comorInvestor RelationsMickey
Foster, +1 901-818-7468mickey.foster@fedex.comorTNT ExpressMediaCyrille Gibot, +31
88 393 9390Mobile: +31 65 113
3104cyrille.gibot@tnt.comorInvestor RelationsGerard Wichers,
+31 88 393 9500gerard.wichers@tnt.com
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