Several TNT Express shareholders today questioned the rationale of the company’s proposed saleto UPS and the independence of TNT’s ‘independent’ advisor on the deal, Goldman Sachs, although
shareholders at today’s Extraordinary General Meeting voted to accept the three proposed UPScandidates to the company’s new supervisory board, assuming the sale goes ahead.Two shareholders expressed doubts about whether Goldman Sachs could give genuinely independentadvice to TNT given the fact that the consultancy group’s fee would be considerably higher if thesale goes ahead.
Chairman Antony Burgmans said he was confident that the advice had been in TNT’s best interestsand insisted that the opinion of Goldman Sachs was just one of the many views that TNT had takeninto account before recommending the offer to shareholders.
“Ultimately, it is up to the management, the CEO and CFO, to decide whether this was areasonable price,” he said.
CFO Bernard Bot said it was clear that there was a premium in the share price offer of €9.50from UPS from looking at historical share price information and from talking with other analysts. “We have seen that there is a very nice premium, of 55-65%, which is higher than most companies inthis sector,” Bot said. “I think there is a real mark-up here and that it presents a much betteropportunity than with TNT as a stand-alone company.”
Other shareholders questioned whether TNT was as confident now of the deal going through,following the European Commission’s decision last month to extend its competition inquiry into theproposed acquisition.
CEO Marie-Christine Lombard responded: “We are absolutely confident that the bid will gothrough. This is exactly what we thought would happen. Of course we would have been happy if it hadgone through in phase 1, but this is what we had been expecting. “
In response to another question she insisted that there had been no compromise agreement reachedwith UPS over price, in return for UPS agreeing to retain a strong presence in the Netherlands. “There was no deal to trim something from the price to get guarantees to employees,” she said. “Those were two entirely different processes.”
She said there had also been no offers of, or requests for, subsidies from the Dutch governmentin order to protect jobs in the Netherlands. She said the only subsidy TNT received was from theregional government of Wallonia in relation to its air hub in Liege.
Although Lombard and Burgmans stressed that they were confident that the bid would go through, aTNT spokesman confirmed to CEP-Research that TNT could not speak on behalf of its shareholders.Although the largest shareholder, PostNL, has agreed to sell its 29% shareholding under theproposed €5 billion offer from UPS, it was also up to the other shareholders to decide over thecoming weeks whether to tender their respective shares.
TNT and UPS have both said they expect to close the deal in the fourth quarter of this year.
