FedEx Declares Offer for TNT Express Unconditional
OREANDA-NEWS. FedEx Corporation (FedEx), 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.FedEx Corporation (FedEx), 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.”
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.
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.
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.
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.
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.