FedEx Announces Results of Post-Closing Acceptance Period for TNT Express
02 June 2016 - 3:30PM
Business Wire
FedEx Holds 98.45% of all TNT Express
Shares
- Statutory buy-out expected to commence
during third calendar quarter of 2016
- Following statutory buy-out
proceedings, FedEx will own 100% of TNT Express
- Delisting to occur as soon as
possible
This is a joint press release by FedEx Corporation, FedEx
Acquisition B.V. and TNT Express N.V. pursuant to the provisions of
section 17 paragraph 4 of the Decree on Public Takeover Bids
(Besluit openbare biedingen Wft) 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 (the Offer Document),
dated August 21, 2015, 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) jointly announce that the post-closing acceptance
period (na-aanmeldingstermijn) (the Post-Closing Acceptance
Period) relating to the previously announced recommended public
offer to TNT Express Shareholders (the Offer) by the Offeror
expired at 17:40 hours Amsterdam time (11:40 hours New York time)
on Wednesday, 1 June 2016. The Offeror accepted valid tenders of
book-entry ADSs until 17:00 hours New York time on 1 June 2016.
During the Post-Closing Acceptance Period, 55,422,955 TNT Express
Shares, including Shares represented by American depository shares
(ADSs), representing 10.10% of all issued and outstanding
Shares and an aggregate value of €443,383,640 (at an Offer Price of
€8.00 (eight euro) in cash per Share), were tendered. The Shares
tendered in the Post-Closing Acceptance Period, together with the
484,982,585 Shares that were already held by the Offeror, represent
98.45% of all issued and outstanding Shares and an aggregate value
of €4,323,244,320 (at an Offer Price of €8.00 (eight euro) in cash
per Share). No treasury shares are held by TNT Express.
As a result of the acquisition of more than 95% of the Shares by
the Offeror, TNT Express and the Offeror will as soon as possible
request delisting of the Shares from Euronext Amsterdam.
Information on the request and the expected last day of trading
will be announced shortly. In connection with the delisting, TNT
Express also intends to terminate the ADS Deposit Agreement between
TNT Express, the U.S. Depositary and the holders and beneficial
holders of ADSs.
As a result of the acquisition of more than 95% of the Shares by
the Offeror, the Offeror expects to initiate a buy-out procedure
(uitkoopprocedure) during the third calendar quarter of 2016, 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.
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 (not including TNT Express), 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 nearly
400,000 team members to remain “absolutely, positively” focused on
safety, the highest ethical and professional standards and the
needs of their customers and communities to connect people and
possibilities around the world.
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 offers road and air delivery
services in Europe, the Middle East and Africa, Asia-Pacific and
the Americas. TNT Express made €6.9 billion in revenue in 2015.
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FedEx Corp.Media
Relations:Patrick Fitzgerald, +1
901-818-7300patrick.fitzgerald@fedex.comorMedia Contact -
Europe:Burson-MarstellerMichelle Fresco, +31 (0)70
3021191michelle.fresco@bm.comorInvestor Relations:Mickey
Foster, +1
901-818-7468mickey.foster@fedex.comwww.fedex.comorTNT ExpressMedia:Cyrille Gibot, +31
88 393 9390Mobile: +31 65 113
3104cyrille.gibot@tnt.comorInvestor Relations:Gerard
Wichers, +31 88 393
9500gerard.wichers@tnt.comwww.tnt.com/corporate
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