FedEx has officially extended its offer for TNT until January 8, 2016, while regulatory authorities around the world continue to investigate the impact of the €4.4 billion acquisition on competition in their areas of jurisdiction.
The extension, announced late on Friday (October 30), was necessary because the offer formally expired on Friday under the previous timing for the takeover which has been delayed by the European Commission’s in-depth review of the deal.
FedEx and TNT jointly confirmed on Friday 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, has been extended by the Offeror to 17:40 hours CET (11:40 hours New York time) on January 8, 2016, in accordance with the terms and conditions of the Offer Document and the provisions of Article 15 of the Decree”.
The two companies noted that the offer could be extended further if necessary. “If and when the extended Acceptance Period lapses at January 8, 2016, without the Offer Condition with respect to Competition Clearances having been fulfilled, an exemption will be requested from the Netherlands Authority for the Financial Markets (AFM) to extend the Acceptance Period until such time as the Offeror and TNT Express reasonably believe is necessary to cause such Offer Condition to be fulfilled.”
FedEx’s acquisition of TNT requires approval from competition authorities in Europe, Brazil, China and the USA in particular. The two companies reiterated that they “are on track to obtain all necessary approvals and competition clearances”.
They already announced on October 20 that the European Commission would not issue any major objections to the deal via a Statement of Objections. Brussels is due to issue a formal statement on its Phase II in-depth review by January 13, 2016.
TNT CFO Maarten de Vries told journalists on the company’s Q3 results call last week that the companies are “working closely” with competition authorities in Brazil (the Conselho Administrativo de Defesa Econômica) and China (the Ministry of Commerce), while five (Russia, Japan, Ukraine, New Zealand and Taiwan) out of 19 regulatory bodies had already cleared the deal.
FedEx and TNT Express anticipate making a filing in the U.S. before the end of the calendar year. However, this is not seen as a major issue given TNT’s very limited presence in the US market.
Overall, FedEx and TNT Express said they continue to anticipate that the Offer will close in the first half of calendar year 2016, based on the required steps and subject to the necessary approvals.
On October 5, TNT shareholders approved FedEx’s €8 per share offer, which is dependent on at least 80% of shares being sold to FedEx.
