FedEx Declares Offer for TNT Express – 88.4% of All Shares Committed
“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.”
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.
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.