Recommended Public Cash Offer by FedEx for All Issued and Outstanding Ordinary Shares of TNT Express

21 August 2015

Full press release (pdf)

Offer Document (pdf)

Position Statement (pdf)

EGM/ BAVA documents

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JOINT PRESS RELEASE


This is a joint press release by FedEx Corporation, FedEx Acquisition B.V. and TNT Express N.V. pursuant to the provisions of Article 10, paragraph 3 and Article 18, paragraph 3of the Decree on Public Takeover Bids (BesluitOpenbareBiedingenWft, 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. 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. Any offer will be made only by means of the Offer Document, which is available as of today.Terms not defined in this press release will have the meaning as set forth in the Offer Document.

Publication of Offer Document – Offer discussed at TNT Express EGM on 5 October 2015 – Acceptance Period ends 30 October 2015, unless extended

Transaction highlights:

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 (cum dividend) 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, amongst other things, the Offer will be discussed.

The Offer is subject to the fulfilment 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.

Memphis, Tennessee; Hoofddorp, the Netherlands - 21 August 2015 – With the publication of the Offer Document today, and with reference to the joint press release of FedEx Corporation (FedEx) (NYSE:FDX) and TNT Express N.V. (TNT Express) on 7 April 2015, FedEx Acquisition B.V. (the Offeror) and TNT Express hereby jointly announce that the Offeror is making a public cash offer for all issued and outstanding ordinary shares in the capital of TNT Express (the Ordinary Shares), including Ordinary Shares represented by American Depositary Shares (the ADSs) (Ordinary Shares and ADSs are collectively referred to as the Shares and each a Share).

“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.”

Download full press release (pdf)


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About FedEx Corp.

FedEx provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $47 billion, 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
Email tnt.communication@tnt.com

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