FedEx Corporation, FedEx Acquisition and TNT Express have today published the 'Offer Document' for the 'recommended public cash offer by FedEx for all issued and outstanding ordinary shares of TNT Express.'
It follows a joint statement made by FedEx Corp. and European peer TNT Express in April 2015 that the two parties had reached an agreement for FedEx to buy TNT in a deal valued of €4.4 billion or US$4.8 billion.
“This is an important transaction for FedEx, and the offer represents positive news for all stakeholders,” said David Binks, Regional President Europe, FedEx Express. “We believe the combination will provide significant value to both companies and both sets of shareholders. FedEx is delighted by the unanimous support from the Executive Board and the Supervisory Board."
On 31 July 2015, the European Commission initiated a Phase II review in connection with FedEx's proposed takover of TNT Express underlining that a full investigation was necessary due to competition concerns. It gave itself “90 working days, until 7 December 2015, to determine whether these initial concerns are founded.”
Last week, the Commission's Competition Policy directorate confirmed that the deadline has been extended to 13 January. “The parties have requested a 20-day extension for the phase II investigation, as they are entitled to do according to the Merger Regulation," explained Ricardo Cardoso, spokesperson for the European Commission's Competition Policy.
The main points in the Offer Document are:
• The Offer is a public cash offer for all the issued and outstanding ordinary shares, including ordinary shares represented by American depositary shares of TNT Express, at an offer price of €8.00 per ordinary share.
• The Executive Board and the Supervisory Board of TNT Express fully support and unanimously recommend the Offer to all shareholders for acceptance.
• Positive advice and opinion has been obtained from, respectively, the Central Works Council and the European Works Council of TNT Express.
• PostNL N.V., currently holding approximately 14.7% of the Shares, has irrevocably undertaken to tender its shares under the Offer.
• The Acceptance Period commences on 24 August 2015 at 9:00 hours, Amsterdam time (3:00 hours, New York time), and ends on 30 October 2015 at 17:40 hours, Amsterdam time (11:40 hours, New York time), unless extended.
• TNT Express will hold an extraordinary general meeting of shareholders at 9:00 hours, Amsterdam time, on 5 October 2015, during which the Offer will be discussed.
• The Offer is subject to the fulfillment of the Offer Conditions as set out in the Offer Document.
• The Offer is subject to a minimum acceptance level of 95% of the Shares. This level is lowered to 80% if the shareholders, at the EGM, vote in favour of inter alia the Asset Sale and Liquidation. As such, adopting the Asset Sale and Liquidation Resolutions would increase deal certainty.
• The process of obtaining all necessary approvals and competition clearances is on track and evolving in line with the previously communicated timetable. The transaction presents a highly pro-competitive proposition for the provision of small package delivery services within and outside Europe that will benefit consumers and SMEs in Europe and beyond.
The Offer is expected to be completed in the first half of 2016.
