MEMPHIS & HOOFDDORP, Netherlands--(BUSINESS WIRE
)--FedEx Corporation (FedEx
) (NYSE: FDX), FedEx Acquisition B.V. (the Offeror
) and TNT Express N.V. (TNT Express
) hereby jointly announce that the Acceptance Period for the recommended public offer for all the issued and outstanding ordinary shares in the capital of TNT Express N.V., including all American depositary shares representing ordinary shares, is further extended until two weeks following the satisfaction or waiver of the Offer Condition with respect to Competition Clearances, but no later than June 6, 2016.
The further extension of the Acceptance Period complies with a dispensation (ontheffing) granted to the Offeror by the AFM.
Competition Clearances Status
The Acceptance Period has been extended because the Offer Condition with respect to Competition Clearances was not fulfilled upon expiration of the Acceptance Period at 17:40 hours CET on January 8, 2016.
The Offer Condition regarding Competition Clearances relates to obtaining competition approval from the relevant antitrust authorities in the EU, Brazil, China and the United States of America. Currently, clearances have been obtained from the relevant competition authorities in the United States and, as announced earlier today, the EU.
FedEx and TNT Express continue to work constructively with the regulatory authorities to obtain clearance of the transaction in the remaining jurisdictions, including Brazil and China. FedEx and TNT Express are making timely progress and continue to anticipate that the Offer will close in the first half of calendar year 2016.
FedEx will make public announcements if and when Competition Clearance in China and/or Brazil is obtained and if and when the Offer Condition with respect to Competition Clearances is satisfied, waived or has become incapable of being satisfied. The announcement that the Offer Condition with respect to Competition Clearances has been satisfied or waived, if made, will include the end date of the Acceptance Period, which will be two weeks following the date such Offer Condition is fulfilled, but not later than June 6, 2016 (17:40 hours CET). The Offeror confirms that the Offer Document is up to date in all material respects in the sense that it contains all material information required for shareholders to adequately consider the Offer. For the avoidance of doubt, the dispensation of the AFM only pertains to the aforementioned further extension of the Acceptance Period and all other relevant provisions of the Decree and the DFSA remain applicable.
During the extended Acceptance Period, Shares and American depositary shares representing ordinary shares tendered prior to the date of this press release may be withdrawn in accordance with Section 5.3.7 (Withdrawal Rights) of the Offer Document. Any Shares and American depositary shares representing ordinary shares tendered prior to the date of this press release which are not withdrawn will remain subject to the Offer.
As a result of the adoption of the Asset Sale and Liquidation Resolutions and the Conversion Resolution at the TNT Express EGM of October 5, 2015, under the terms and subject to the conditions of the Offer, the minimum acceptance condition will be 80% (and not 95%) of TNT Express’ aggregate issued and outstanding ordinary share capital, on a fully diluted basis, as of the time and date on which the Offer expires, including any Shares held by the Offeror or its affiliates. To date the Offeror or its affiliates do not hold any Shares in the share capital of TNT Express.
Long Stop Date
As set out in the Offer Document, FedEx and TNT Express have agreed a final date in respect of the satisfaction of the Offer Conditions, which is set at June 6, 2016 (Long Stop Date). In the event that the Offer Condition relating to Competition Clearances is not satisfied or waived by the Long Stop Date, TNT Express shall be entitled to terminate the Merger Protocol. For the avoidance of doubt, the Offer is extended until two weeks following the satisfaction or waiver of the Offer Condition with respect to Competition Clearances, but no later than June 6, 2016.
The further extension of the Acceptance Period until two weeks following the fulfillment of the Offer Condition with respect to Competition Clearances does not affect the certainty of funds of the Offeror with regard to the financing of the Offer, as announced on 13 May 2015.
FedEx is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Document, dated 21 August 2015. TNT Express has also made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.
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.
Terms not defined herein shall have the meaning as set out in the Offer Document.
Shareholders are advised to review the Offer Document and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Document and the Position Statement. In addition, shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.
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 this 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.
This is a joint press release by FedEx Corporation, FedEx Acquisition B.V. and TNT Express N.V. pursuant to the provisions of Article 5:25i paragraph 2 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht, the DFSA) and Article 4 paragraph 3 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 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) (the AFM). Terms not defined in this press release will have the meaning as set forth in the Offer Document.