FedEx Corp. provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. Photo courtesy FedEx Corp.

Memphis, Tennessee, USA and Hoofddorp, the Netherlands – April 07, 2015

FedEx Corporation (NYSE: FDX) (FedEx) and TNT Express N.V. (Euronext Amsterdam: TNTE) today announced that they have reached a conditional agreement (the Merger Protocol) on a recommended all-cash offer for all issued and outstanding ordinary shares, including shares represented by American Depositary Receipts (the Shares) of TNT Express (the Offer) for a cash offer price of €8.00 per share cum dividend except for the TNT Express final 2014 dividend of €0.08 (the Offer Price) in a transaction valuing TNT Express at an implied equity value of approximately €4.4 billion ($4.8 billion).

Transaction highlights:

• FedEx Corporation (FedEx) and TNT Express N.V. (TNT Express) reached conditional agreement on recommended all-cash public offer of €8.00 per ordinary TNT Express share.

• The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express share of €5.63 over the last 3 calendar months.

• The transaction represents an implied equity value for TNT Express of €4.4 billion ($4.8 billion).

• Transaction unanimously recommended and supported by TNT Express’ Executive Board and Supervisory Board.

• High level of deal certainty.

• PostNL N.V. has irrevocably confirmed to support the Offer and tender its 14.7% TNT Express shareholding.

• Combination will transform FedEx’s European capabilities and accelerate global growth.

• Customers will enjoy access to an enhanced, integrated global network, combining TNT Express strong European capabilities and FedEx’s strength in other regions globally, including North America and Asia.

• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.

• The parties have agreed to certain non-financial covenants including:

o Existing employment terms of TNT Express will be respected.
o The European regional headquarters of the combined companies will be in Amsterdam/Hoofddorp.
o TNT Express hub in Liege will be maintained as a significant operation for the group going forward.
o TNT Express’ airline operations will be divested, in compliance with applicable airline ownership regulations.

• FedEx and TNT Express anticipate that the Offer will close in the first half of calendar year 2016.

• FedEx and TNT Express are confident that anti-trust concerns, if any, can be addressed adequately in a timely fashion.

Frederick W. Smith, Chairman and CEO of FedEx Corp. Photo courtesy FedEx Corp.

Frederick W. Smith, Chairman and CEO of FedEx Corp., said:
“We believe that this strategic acquisition will add significant value for FedEx shareowners, team members and customers around the globe. This transaction allows us to quickly broaden our portfolio of international transportation solutions to take advantage of market trends – especially the continuing growth of global e-commerce – and positions FedEx for greater long-term profitable growth.”

Tex Gunning, CEO of TNT Express Photo courtesy TNT Express

Tex Gunning, CEO of TNT Express, said:
“This offer comes at a time of important transformations within TNT Express and we were fully geared to executing our stand-alone strategy. But while we did not solicit an acquisition, we truly believe that FedEx’s proposal, both from a financial and a non-financial view, is good news for all stakeholders. Our people and customers can profit from the true global reach and expanded propositions, while with this offer our shareholders can already reap benefits today that otherwise would only have been available in the longer run.”

Photo courtesy FedEx Corp.

Strategic Rationale

• The combined companies would be a strong global competitor in the transportation and logistics industry, drawing on the considerable and complementary strengths of both FedEx and TNT Express.

• The combined companies’ customers would enjoy access to a considerably enhanced, integrated global network. This network would benefit from the combined strength of TNT Express strong European road platform and Liege hub and FedEx’s strength in other regions globally, including North America and Asia. TNT Express customers would also benefit from access to the FedEx portfolio of solutions, including global air express, freight forwarding, contract logistics and surface transportation capabilities.

• FedEx will strengthen TNT Express with investment capacity, sector expertise and global scope.

• Employees will enjoy further growth opportunities with the extended reach and propositions offered by the combined organization.

• FedEx and TNT Express employees share a commitment to serving customers and delivering value for shareholders and supporting the communities they live and work in.

Photo courtesy FedEx Corp.

Transaction Details

The proposed transaction envisions the acquisition of the Shares of TNT Express pursuant to a recommended public offer by FedEx.
The Offer Price per Share represents an implied equity value for 100% of TNT Express on a fully diluted basis of €4.4 billion ($4.8 billion).

The Offer Price represents a premium of 33% over the closing price of 2 April 2015 and a premium of 42% over the average volume weighted price per TNT Express Share of €5.63 ($6.14) over the last three calendar months.

The Offer Price is cum dividend except for the TNT Express final 2014 dividend of €0.08.

FedEx Flight Simulators in Memphis, TN, USA. Photo courtesy FedEx Corp.

Transaction Funding

FedEx intends to finance the Offer by utilizing available cash resources and through existing and new debt arrangements.
The proposed transaction will have no financing contingencies.

FedEx has a market capitalization of $47 billion, solid investment grade credit rating and ample available liquidity.

FedEx will make a timely certain funds announcement as required by Section 7 Paragraph 4 of the Decree.

FedEx Flight Simulators in Memphis, TN, USA. Photo courtesy FedEx Corp.

Management and Employees

The combination offers a unique opportunity to strengthen the resource base of both companies, thereby offering prospects for employees of the combined companies.

FedEx has a long-standing history of developing leaders from within its organization, providing best-in-class training and development opportunities.

FedEx will continue to respect existing work councils’, trade unions’ and employee rights and benefits (including pension rights).

The combined companies will cooperate to avoid any significant redundancies in the global or Dutch work forces.

The combined companies will foster a culture of excellence, where qualified employees will be offered attractive training and national and international career progression based on available opportunities.

FedEx Air Operations Training Classroom Photo courtesy FedEx Corp.

Governance TNT Express

After successful completion of the Offer, the TNT Express Supervisory Board will be composed of three new members selected by FedEx (being David Binks, Mark Allen and David Cunningham who will act as chairman) and of two members of the current Supervisory Board of TNT Express qualifying as independent within the meaning of the Dutch Corporate Governance Code, being Margot Scheltema and Shemaya Levy Chocron (the Independent Members).

The Independent Members will continue to serve on the Supervisory Board for at least three years as of the commencement of the Offer.
They will be charged particularly with monitoring the compliance with the non-financial covenants in relation to the offer and have certain veto rights with respect to the non-financial covenants and in case of dilution of minority shareholders or unequal treatment which could prejudice the value of the shares of minority shareholders after the Offer.

It is the intention of FedEx and Messrs. Gunning and De Vries that they will remain on the Executive Board of TNT Express after Settlement.

Photo courtesy FedEx Corp.

Acquisition of 100%

FedEx’s willingness to pay the Offer Price is predicated on the acquisition of 100% of TNT Express Shares.

FedEx and TNT Express anticipate that full integration of FedEx and TNT Express will deliver substantial operational, commercial, organizational and financial benefits which could not be fully achieved if TNT Express were to continue as a standalone entity with a minority shareholder base.

If FedEx acquires 95% of the Shares, FedEx intends to delist TNT Express from Euronext Amsterdam promptly and intends to initiate the statutory squeeze-out proceedings to obtain 100% of the Shares.

If FedEx acquires less than 95% but at least 80% of the Shares, FedEx intends to acquire the entire business of TNT Express at the same price as the Offer Price pursuant to an asset sale, combined with a liquidation of TNT Express, to deliver such consideration to the remaining TNT Express shareholders (the Asset Sale and Liquidation).

The Asset Sale and Liquidation is subject to TNT Express Extraordinary General Meeting (EGM) approval.

The Boards have agreed to unanimously recommend to the shareholders to vote in favor of the Asset Sale and Liquidation.

FedEx may utilize all other available legal measures in order to acquire full ownership of TNT Express’ outstanding Shares and/ or its business in accordance with the terms of the Merger Protocol.

TNT employees and Tex Gunning, CEO Photo courtesy TNT Express

Transaction Advisors

In connection with the transaction, FedEx’s financial advisor is J.P. Morgan Securities LLC, and its legal advisors are NautaDutilh N.V. and Baker & McKenzie.

On behalf of TNT Express, Goldman Sachs International and Lazard are acting as financial advisors and Allen & Overy LLP (Amsterdam) is acting as legal advisor.

TNT managers inaugurate Boeing 737 service to Hanover, Germany. November 03, 2014. Photo courtesy TNT Express

About FedEx Corp.


FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services.

With annual revenues of $47billion, 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  or contact:

Media

Patrick Fitzgerald
Phone +1 901 818 7300
Email: patrick.fitzgerald@fedex.com  

Media Contacts – Europe

Uneke Dekkers/Vivian ten Have
Citigate First Financial
Phone +31 (0) 20 575 40 10
Mobile +31 (0) 6 50261626 / +31 (0) 6 46233900

FedEx Investor Relations

Mickey Foster
Phone +1 901 818 7468
Email: mickey.foster@fedex.com  


About TNT


TNT is one of the world’s largest express delivery companies.

On a daily basis, TNT 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 made €6.7 billion in revenue in 2014.

For more information, please contact:

Media

Cyrille Gibot
Phone +31 (0)88 393 9390
Mobile +31 65 113 3104
Email cyrille.gibot@tnt.com  

Hill+Knowlton Strategies

Ariën Stuijt/Tanno Massar
Phone +31 20 404 47 07

Investor Relations

Gerard Wichers
Phone +31 (0)88 393 9500
Email gerard.wichers@tnt.com  


Sources:

FedEx Corporation

http://about.van.fedex.com/newsroom/global/  

TNT Express

http://www.tnt.com/corporate/en/site/home.html  



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